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Home My WebLink AboutCity Packets - City Council - 12/02/2025 - RegularCITY OF THE COLONY CITY COUNCIL AGENDA TUESDAY, DECEMBER 2, 2025 6:30 PM 1.0 ROUTINE ANNOUNCEMENTS, RECOGNITIONS and PROCLAMATIONS 1.1 Call to Order 1.2 Invocation 1.3 Pledge of Allegiance to the United States Flag 1.4 Salute to the Texas Flag 1.5 Items of Community Interest 1.6 Receive presentation from Parks and Recreation regarding upcoming events and activities. (Hancock) 2.0 CITIZEN INPUT 3.0 WORK SESSION 3.1 Receive a presentation regarding medical insurance renewal and employee wellness strategy. (Wallican) 3.2 Council to provide direction to staff regarding future agenda items. (Council) 4.0 CONSENT AGENDA 4.1 Consider approving City Council Regular Session meeting minutes from November 18, 2025. (Stewart) TO ALL INTERESTED PERSONS Notice is hereby given of a REGULAR SESSION of the CITY COUNCIL of the City of The Colony, Texas to be held at 6:30 PM o n TUESDAY, DECEMBER 2, 2025 at CITY HALL AT 6800 MAIN STREET, at which time the following items will be addressed: This portion of the meeting is to allow up to five (5) minutes per speaker with a maximum of thirty (30) minutes for items not posted on the current agenda. The council may not discuss these items, but may respond with factual data or policy information, or place the item on a future agenda. Those wishing to speak shall submit a Request Form to the City Secretary. The Work Session is for the purpose of exchanging information regarding public business or policy. No action is taken on Work Session items. Citizen input will not be heard during this portion of the agenda. The Consent Agenda contains items which are routine in nature and will be acted upon in one motion. Items may be removed from this agenda for separate discussion by a Council member. 1 4.2 Consider approving a resolution authorizing the City Manager to sign Contract Amendment No. 1 in the amount of $27,022.17 with Cam-Crete Contracting, Inc. for the Lebanon Road Rectangular Rapid Flashing Beacon (RRFB) & Crosswalks Project. (Hartline) 4.3 Consider approving a resolution authorizing the City Manager to award a Construction Services Contract in the amount $536,570.16 to CGC General Contractors, Inc. for the Bill Allen Memorial Park Stream Bank Erosion Stabilization and Repair Project. (Hartline) 4.4 Consider approving a resolution authorizing the City Manager to award a purchase to Frazer Ltd. in the amount of $441,291.00 for the purchase of a Ford F-450 Type 1-14' Module Ambulance, utilizing HGAC contract #AM10-23. (Bonds) 5.0 REGULAR AGENDA ITEMS 5.1 [CONTINUED FROM NOVEMBER 18, 2025] Conduct a public hearing, discuss and consider an ordinance amending Ordinance No. 2011 -1929, by approving a first supplement to final project and reinvestment zone financing plan, by approving additional TIF Project cost for Tax Increment Reinvestment Zone Number One (TIRZ #1). (Maurina) 5.2 Discuss and consider a resolution authorizing and approving certain payments by the Colony Local Development Corporation, the Colony Economic Development Corporation, and the Colony Community Development Corporation for costs related to the construction of projects within the Tax Increment Reinvestment Zone No. 1, City of the Colony, Texas for Grandscape; providing for an effective date; and resolving other matters related thereto. (Miller) 5.3 Discuss and consider an resolution authorizing and approving The Colony Hotel and Convention Center Chapter 380 Agreement with LMG Ventures, LLC, and documents related thereto. (Council) 5.4 Discuss and consider making appointments to the Tax Increment Reinvestment Zone Number One Board of Directors. (Council) 5.5 Discuss and consider appointing a member of the Tax Increment Reinvestment Zone Number One Board of Directors to serve as Chairman for a one-year term. (Council) 5.6 Discuss and consider making appointments to the Tax Increment Reinvestment Zone Number Two Board of Directors. (Council) 5.7 Discuss and consider appointing a member of the Tax Increment Reinvestment Zone Number Two Board of Directors as Chairman for a one-year term. (Council) 5.8 Discuss and consider making appointments to the Local Development Corporation Board of Directors. (Council) 5.9 Discuss and consider appointing a member of the Local Development Corporation Board of Directors to serve as Chairman for a one-year term. (Council) 5.10 Discuss and consider making appointments to the Hotel Development Corporation Board of Directors. (Council) 2 5.11 Discuss and consider appointing a member to the Hotel Development Corporation Board of Directors to serve as Chairman for a one-year term. (Council) 5.12 Appointment of Council Liaisons to various city boards, commissions and committees. (Mayor) 6.0 EXECUTIVE SESSION 6.1 A. Council shall convene into a closed executive session pursuant to Sections 551.072 and 551.087 of the Texas Government Code to deliberate regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and to deliberate the offer of a financial or other incentive to a business prospect(s). B. Council shall convene into a closed executive session pursuant to Section 551.071 of the Texas Government Code to seek legal advice from the city attorney regarding municipal setting designations (MSD). 7.0 EXECUTIVE SESSION ACTION 7.1 A. Any action as a result of executive session regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and the offer of a financial or other incentive to a business prospect(s). B. Any action as a result of executive session regarding municipal setting designations (MSD). EXECUTIVE SESSION NOTICE Pursuant to the Texas Open Meeting Act, Government Code Chapter 551 one or more of the above items may be considered in executive session closed to the public, including but not limited to consultation with attorney pursuant to Texas Government Code Section 551.071 arising out of the attorney's ethical duty to advise the city concerning legal issues arising from an agenda item. Any decision held on such matter will be taken or conducted in open session following the conclusion of the executive session. ADJOURNMENT Persons with disabilities who plan to attend this meeting who may need auxiliary aids such as interpreters for persons who are deaf or hearing impaired, readers or, large print are requested to contact the City Secretary's Office, at 972-624-3105 at least two (2) working days prior to the meeting so that appropriate arrangements can be made. 3 _________________________________________ Tina Stewart, TRMC, CMC, City Secretary CERTIFICATION I hereby certify that above notice of meeting was posted outside the front door of City Hall by 6:30 p.m. on the 24th day of November 2025. 4 Agenda Item No: 1.5 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Miscellaneous Agenda Section: routine announcements, recognitions and proclamations Suggested Action: Items of Community Interest Background: 5 Agenda Item No: 1.6 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: Parks & Recreation Item Type: Announcement Agenda Section: routine announcements, recognitions and proclamations Suggested Action: Receive presentation from Parks and Recreation regarding upcoming events and activities. (Hancock) Background: 6 Agenda Item No: 3.1 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: Human Resources Item Type: Presentation Agenda Section: work session Suggested Action: Receive a presentation regarding medical insurance renewal and employee wellness strategy. (Wallican) Background: 7 Agenda Item No: 3.2 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: work session Suggested Action: Council to provide direction to staff regarding future agenda items. (Council) Background: 8 Agenda Item No: 4.1 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Minutes Agenda Section: consent agenda Suggested Action: Consider approving City Council Regular Session meeting minutes from November 18, 2025. (Stewart) Background: Attachments: November 18, 2025 CC DRAFT Minutes.docx 9 1 These items are strictly public service announcements. Expressions of thanks, congratulations or condolences; information regarding holiday schedules; honorary recognition of city officials, employees or other citizens; reminders about upcoming events sponsored by the City or other entity that are scheduled to be attended by a city official or city employee. No action will be taken and no direction will be given regarding these items. MINUTES OF CITY COUNCIL REGULAR SESSION HELD ON NOVEMBER 18, 2025 The Regular Session of the City Council of the City of The Colony, Texas, was called to order at 6:32 p.m. on the 18th day of November, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Richard Boyer, Mayor Judy Ensweiler, Mayor Pro Tem Robyn Holtz, Councilmember Dan Rainey, Councilmember Joel Marks, Deputy Mayor Pro Tem Present Present Present Present Present Brian Wade, Councilmember Perry Schrag, Councilmember Absent (Business) Absent (Business) And with 5 council members present a quorum was established and the following items were addressed: 1.0 ROUTINE ANNOUNCEMENTS, RECOGNITIONS and PROCLAMATIONS 1.1 Call to Order Mayor Richard Boyer called the meeting to order at 6:32 p.m. 1.2 Invocation Mayor Pro Tem Judy Ensweiler delivered the invocation. 1.3 Pledge of Allegiance to the United States Flag The Pledge of Allegiance to the United States Flag was recited. 1.4 Salute to the Texas Flag The Salute to the Texas Flag was recited. 1.5 Proclamation recognizing Matthew Sapp for his extraordinary act of valor and heroism in the Camp Mystic search and rescue. Mayor Richard Boyer presented the proclamation to Matthew Sapp. Matthew Sapp accepted the proclamation. 1.6 Proclamation recognizing Justin Merriott for his extraordinary act of valor and heroism in the Camp Mystic search and rescue. Mayor Richard Boyer presented the proclamation to Justin Merriott. Justin Merriott accepted the proclamation. 1.7 Receive a presentation from Denton County Commissioner regarding first amendment to the Interlocal Agreement between Denton County and the City of The Colony. Commissioner Kevin Falconer presented the item to the Council. 10 City Council – Regular Meeting Agenda November 18, 2025 Page| 2 1.8 Items of Community Interest Mayor Pro Tem Judy Ensweiler announced the monthly food drive on the 3rd Saturday of the month at Friendship Baptist Church. 1.9 Receive presentation from the Library regarding upcoming events and activities. Library Director Megan Charters provided upcoming events and activities to the council. 2.0 CANVASS THE ELECTION 2.1 Discuss and consider approving an ordinance canvassing the returns and declaring the results of an election held on Tuesday, November 4, 2025, for the purpose of submitting to the qualified voters of the City of The Colony, Texas, seven (7) proposed home-rule charter amendments. Mayor Richard Boyer presented the proposed ordinance to council. Motion to approve - Judy Ensweiler, Mayor Pro Tem; second by Joel Marks, Deputy Mayor Pro Tem, motion carried with all ayes. ORDINANCE NO. 2025-2630 3.0 CITIZEN INPUT Shannon Greer spoke about upcoming events for Animal Services. 4.0 WORK SESSION 4.1 Council to provide direction to staff regarding future agenda items. None 5.0 CONSENT AGENDA Motion to approve all items from the Consent Agenda- Joel Marks, Deputy Mayor Pro Tem; second by Dan Rainey, Councilmember, motion carried with all ayes. 5.1 Consider approving City Council Regular Session meeting minutes from November 5, 2025. 5.2 Consider approving a resolution authorizing the City Manager to award a contract to All City Management for school crossing guard services for the 2025-2026 school year in the amount of $158,211.46. RESOLUTION NO. 2025-133 5.3 Consider approving a resolution authorizing the City Manager to award a purchase to Axon Enterprise for in-car cameras and body worn cameras in the amount of $289,857.70. RESOLUTION NO. 2025-134 11 City Council – Regular Meeting Agenda November 18, 2025 Page| 3 6.0 REGULAR AGENDA ITEMS 6.1 Discuss and consider approving a resolution authorizing the City Manager to execute a Professional Services Agreement with Parkhill to provide Design Documents for B.B. Owen and Turner Soccer Complex in an amount not to exceed $569,209.00 to be funded by the Community Development Corporation. Construction Project Manager Calvin Lehmann presented the proposed resolution to council. Council provided discussion on the item. Motion to approve - Joel Marks, Deputy Mayor Pro Tem; second by Judy Ensweiler, Mayor Pro Tem, motion carried with all ayes. RESOLUTION NO. 2025-135 6.2 [CONTINUED FROM NOVEMBER 5, 2025] Conduct a public hearing, discuss and consider an ordinance amending Ordinance No. 2011-1929, by approving a first supplement to final project and reinvestment zone financing plan, by approving additional TIF Project cost for Tax Increment Reinvestment Zone Number One (TIRZ #1). City Attorney Jeff Moore requested that the public hearing be opened for this item and that the item be considered in the next City Council meeting. Public hearing was opened at 7:11 p.m. and remains open. Motion to continue item to the December 2nd City Council Meeting - Judy Ensweiler, Mayor Pro Tem; second by Joel Marks, Deputy Mayor Pro Tem, motion carried with all ayes. 6.3 Discuss and consider an ordinance amending Chapter 8 Article III entitled Hotel Occupancy Tax amending sections 8-75 to 8-77 and 8-84 and adding sections 8-86 to 8-88 requiring annual safety inspections for short term rentals. Deputy City Manager Joe Perez presented the proposed ordinance to council. Council provided discussion on the item. Motion to approve - Robyn Holtz, Councilmember; second by Joel Marks, Deputy Mayor Pro Tem, motion carried with all ayes. ORDINANCE NO. 2025-2631 Executive Session was convened at 7:20 p.m. 7.0 EXECUTIVE SESSION 7.1 A. Council shall convene into a closed executive session pursuant to Sections 551.072 and 551.087 of the Texas Government Code to deliberate regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received 12 City Council – Regular Meeting Agenda November 18, 2025 Page| 4 from a business prospect(s), and to deliberate the offer of a financial or other incentive to a business prospect(s). Regular Session was reconvened at 7:55 p.m. 8.0 EXECUTIVE SESSION ACTION 8.1 A. Any action as a result of executive session regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and the offer of a financial or other incentive to a business prospect(s). No Action ADJOURNMENT With there being no further business to discuss, the meeting was adjourned at 7:55 p.m. APPROVED: ________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________________ Ana Alvarado, Deputy City Secretary 13 Agenda Item No: 4.2 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: Engineering Item Type: Resolution Agenda Section: consent agenda Suggested Action: Consider approving a resolution authorizing the City Manager to sign Contract Amendment No. 1 in the amount of $27,022.17 with Cam-Crete Contracting, Inc. for the Lebanon Road Rectangular Rapid Flashing Beacon (RRFB) & Crosswalks Project. (Hartline) Background: City Council approved funding for the Lebanon Road Rapid Rectangular Flashing Beacon (RRFB) & Crosswalks Project in the 2024-2025 CIP budget. RRFBs increase the visibility of pedestrians and improve driver awareness at crosswalks, reducing the risk of accidents. This project consists of installing RRFB systems and crosswalks across Lebanon Road at the intersections of Prescott and Waverly Lane. A standard crosswalk will also be installed across Lebanon Road at Bridge lane. This project was designed by Shield Engineering Group, PLLC, and awarded to Cam-Crete, Inc. with a contracted bid of $104,340.00 at the June 3, 2025 City Council Meeting. During construction, at the request of staff, various modifications were made to the design plans. These changes include but are not limited to the quantity of sidewalk removed and replaced, tree removal and replacement and Barrier Free Ramp removal and replacement to meet ADA compliance. Additional Decomposed Granite and metal edging were also added to connect the new sidewalk to the existing sidewalk. Various modifications were also made to the irrigation system to achieve proper coverage of the disturbed areas. FINANCIAL SUMMARY: Are budgeted funds available: Yes Amount budgeted/available: $3,617,636.00 (Engineering/Construction for Lebanon Rd.) Fund(s) (Name and number): 896-669-6670-2353 Total estimated project cost: $ 38,875.00 Engineering Already authorized Yes $ 104,340.00 Construction Already authorized Yes $ 27,022.17 Construction Amendment 1 Already authorized No $170,237.17 Total estimated costs Recommended Action: City staff recommends awarding Construction Services Contract Amendment No. 1 to Cam-Crete, Inc. in the amount of $27,022.17. Attachments: Lebanon Rd RRFB & Crosswalks Amendment 1 Overview Plan for each intersection & Location Maps.pdf Cam Crete CA.pdf Res. 2025-xxx Cam-Crete Contracting Amendment No. 1.doc 14 15 16 Lebanon Rd & Prescott Crosswalk Improvements Legend Detectable Warning Surface 24" White Pavement Markings Proposed 5' Wide Sidewalk Proposed RRFB witch Switch Exist Tree DOWEL IN TO EXIST GREEN CONCRETE EDGE INSTALL 5' WIDE TYPE 7 DIRECTIONAL RAMP W/6" CURB WALLS SAWCUT & REMOVE 6' EXIST CURB & GUTTER INSTALL 24" WHITE STOP LINE SAWCUT & REMOVE 6' EXIST CURB & GUTTER INSTALL 5' WIDE TYPE 21 COMBINATION ISLAND RAMP W/6" CURB WALLS SAWCUT & REMOVE 6' EXIST CURB & GUTTER INSTALL 5' WIDE TYPE 1 PERPENDICULAR CURB RAMP W/6" CURB WALLS SAWCUT & REMOVE 6' EXIST CURB & GUTTERLebanon RdPres c o t t INSTALL 6' LONG, 24" WHITE CROSSWALK LINES INSTALL 24" WHITE STOP LINE DOWEL IN TO EXIST CONCRETE SIDEWALK DOWEL IN TO EXIST CONCRETE SIDEWALK21" Storm16" SS20" WaterExist Water Line Exist Sanitary Sewer Line Exist Storm Line Construction Notes: 1. All utilities shown are at their approximate location, and were not surveyed in the field. Contractor to verify location and depth of all public utilities prior to the start of construction. If there are any conflicts, please notify the engineer immediately. Should any irrigation repair be required during the construction of the project, it must be performed by a licensed Landscape Irrigator (LI). 2. Contractor to protect all trees, fences, sidewalks, light poles and structures unless otherwise noted. Ensure tree protection is in place prior to start of construction. 3. Contractor will be responsible for repairing any damages to the green exposed aggregate concrete edge along the existing sidewalks. Any cost and materials required for such will be considered subsidiary. 4. Curb & Gutter Removal: Saw-cut, remove, load, haul and properly dispose of concrete curb and gutter outside of City limits as indicated in the exhibit. 5. All sidewalks and ramps shall adhere to TAS standards and to the Pavement Standard Details provided on sheets 6 through 8. 6. Refer to detail sheet 6 for sidewalk and ADA ramp construction and reinforcement requirements. 7. All sidewalks and ramps are to be 5' wide. 8. All sidewalks shall limit cross slope to a maximum of 2% and longitudinal slope to 5%. 9. Contractor to grade sidewalks within the medians to break in the middle, and drain to either side of the road. 10. Contractor to ensure vertical clearance is 8' above all proposed sidewalks and crosswalks. Contractor to prune all trees and remove all obstructions necessary to achieve the vertical clearance. 11. Striping shown on this sheet is for reference. Please refer to the Pavement Marking Standard Details provided on sheet 9 for appropriate spacing and requirements. 12. Contractor to return all parkways to same or better condition than before the start of construction. 13. All improvements shown are not to scale. Contractor to verify limits with the proposed improvements before commencing construction. 14. Contractor shall be responsible for laying out the sidewalk and ramps in the field for approval by the City of The Colony prior to placing any concrete. INSTALL 6' LONG, 24" WHITE CROSSWALK LINES SEE PRESCOTT GRADING PLAN FOR DESIGN DETAILS INSTALL DETECTABLE WARNING SURFACE (TYP.) INSTALL RRFB FOUNDATION (TYP.) INSTALL 5' SIDEWALK AS PER CITY DETAIL 2 OF 11 PROTECT EXISTING RAMPS 17 Lebanon Rd & Waverly Crosswalk Improvements DOWEL IN TO EXIST CONCRETE SIDEWALK DOWEL IN TO EXIST CONCRETE SIDEWALK SAWCUT & REMOVE 6' EXIST CURB & GUTTER SAWCUT & REMOVE 6' EXIST CURB & GUTTER SAWCUT & REMOVE 5' EXIST CURB & GUTTER INSTALL 24" WHITE STOP LINE INSTALL 5' WIDE TYPE 7 PERPENDICULAR CURB RAMP W/6" CURB WALLS INSTALL 5' WIDE TYPE 7 PERPENDICULAR CURB RAMP W/6" CURB WALLS P.I. P.I. SAWCUT & REMOVE 6' EXIST CURB & GUTTER Lebanon RdWaverlyINSTALL 5' WIDE TYPE 21 COMBINATION ISLAND RAMP W/6" CURB WALLS CONTRACTOR TO REMOVE SHRUBS WITHIN SIDEWALK LIMITS 21" Storm 1 8 " S t o rm 18" S to rm 18" S to rm20" Water8" WaterLegend Detectable Warning Surface 24" White Pavement Markings Proposed 5' Wide Sidewalk Proposed RRFB with Switch Exist Tree Exist Water Line Exist Sanitary Sewer Line Exist Storm Line Construction Notes: 1. All utilities shown are at their approximate location, and were not surveyed in the field. Contractor to verify location and depth of all public utilities prior to the start of construction. If there are any conflicts, please notify the engineer immediately. Should any irrigation repair be required during the construction of the project, it must be performed by a licensed Landscape Irrigator (LI). 2. Contractor to protect all trees, fences, sidewalks, light poles and structures unless otherwise noted. Ensure tree protection is in place prior to start of construction. 3. Contractor will be responsible for repairing any damages to the green exposed aggregate concrete edge along the existing sidewalks. Any cost and materials required for such will be considered subsidiary. 4. Curb & Gutter Removal: Saw-cut, remove, load, haul and properly dispose of concrete curb and gutter outside of City limits as indicated in the exhibit. 5. All sidewalks and ramps shall adhere to TAS standards and to the Pavement Standard Details provided on sheets 6 through 8. 6. Refer to detail sheet 6 for sidewalk and ADA ramp construction and reinforcement requirements. 7. All sidewalks and ramps are to be 5' wide. 8. All sidewalks shall limit cross slope to a maximum of 2% and longitudinal slope to 5%. 9. Contractor to grade sidewalks within the medians to break in the middle, and drain to either side of the road. 10. Contractor to ensure vertical clearance is 8' above all proposed sidewalks and crosswalks. Contractor to prune all trees and remove all obstructions necessary to achieve the vertical clearance. 11. Striping shown on this sheet is for reference. Please refer to the Pavement Marking Standard Details provided on sheet 9 for appropriate spacing and requirements. 12. Contractor to return all parkways to same or better condition than before the start of construction. 13. All improvements shown are not to scale. Contractor to verify limits with the proposed improvements before commencing construction. 14. Contractor shall be responsible for laying out the sidewalk and ramps in the field for approval by the City of The Colony prior to placing any concrete. INSTALL 6' LONG, 24" WHITE CROSSWALK LINES PROTECT STREET LIGHT DURING CONSTRUCTION INSTALL DETECTABLE WARNING SURFACE (TYP.) INSTALL RRFB FOUNDATION (TYP.) 3 OF 11WaverlyPROTECT EXISTING RAMP 18 6" Water Lebanon Rd & Bridge Ln Crosswalk Improvements SAWCUT & REMOVE 6' EXIST CURB & GUTTER SAWCUT & REMOVE 6' EXIST CURB & GUTTER INSTALL 5' WIDE TYPE 7 DIRECTIONAL RAMP W/6" CURB WALLS DOWEL IN TO EXIST CONCRETE SIDEWALK P.I. P.I. SAWCUT & REMOVE 6' EXIST CURB & GUTTER 24" WHITE STOP LINE INSTALL 5' WIDE TYPE 1 DIRECTIONAL RAMP W/6" CURB WALLS Legend Detectable Warning Surface 24" White Pavement Markings Proposed 5' Wide Sidewalk Proposed Primitive Trail Lebanon RdBr i d g e L n 24" WHITE STOP LINE INSTALL 5' WIDE TYPE 21 COMBINATION ISLAND RAMP W/6" CURB WALLS 18" S to rm15" SS16" Water 8" W a t e r 6 " W a t e r Exist Water Line Exist Sanitary Sewer Line Exist Storm Line Construction Notes: 1. All utilities shown are at their approximate location, and were not surveyed in the field. Contractor to verify location and depth of all public utilities prior to the start of construction. If there are any conflicts, please notify the engineer immediately. Should any irrigation repair be required during the construction of the project, it must be performed by a licensed Landscape Irrigator (LI). 2. Contractor to protect all trees, fences, sidewalks, light poles and structures unless otherwise noted. Ensure tree protection is in place prior to start of construction. 3. Curb & Gutter Removal: Saw-cut, remove, load, haul and properly dispose of concrete curb and gutter outside of City limits as indicated in the exhibit. 4. All sidewalks and ramps shall adhere to TAS standards and to the Pavement Standard Details provided on sheets 6 through 8. 5. Refer to detail sheet 6 for sidewalk and ADA ramp construction and reinforcement requirements. 6. All sidewalks and ramps are to be 5' wide. 7. All sidewalks shall limit cross slope to a maximum of 2% and longitudinal slope to 5%. 8. Contractor to grade sidewalks within the medians to break in the middle, and drain to either side of the road. 9. Contractor to ensure vertical clearance is 8' above all proposed sidewalks and crosswalks. Contractor to prune all trees and remove all obstructions necessary to achieve the vertical clearance. 10. Striping shown on this sheet is for reference. Please refer to the Pavement Marking Standard Details provided on sheet 9 for appropriate spacing and requirements. 11. Contractor to return all parkways to same or better condition than before the start of construction. 12. All improvements shown are not to scale. Contractor to verify limits with the proposed improvements before commencing construction. 13. Contractor shall be responsible for laying out the sidewalk and ramps in the field for approval by the City of The Colony prior to placing any concrete. INSTALL 6' LONG, 24" WHITE CROSSWALK LINES INSTALL 6' LONG, 24" WHITE CROSSWALK LINES SAWCUT & REMOVE 6' EXIST CURB & GUTTER INSTALL DETECTABLE WARNING SURFACE (TYP.) 4 OF 11 Metal Landscaping Edge INSTALL METAL LANDSCAPING EDGE INSTALLL DECOMPOSED GRANITE PRIMITIVE TRAIL (MATCH EXIST) CONNECT TO EXIST PRIMITIVE TRAIL END 5' CONC SIDEWALK, BEGIN 5' PRIMITIVE TRAIL INSTALL TYPE B CONCRETE HEADER INSTALL TYPE B CONCRETE HEADER Concrete Header PROTECT EXISTING RAMP 19 3720 21 22 23 24 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2025 – ______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE CONSTRUCTION SERVICES CONTRACT AMENDMENT NO. 1 WITH CAM-CRETE CONTRACTING, INC. FOR THE LEBANON ROAD RECTANGULAR RAPID FLASHING BEACON (RRFB) AND CROSSWALKS PROJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City and Consultant have entered into a Construction Services Contract for the Lebanon Road Rectangular Rapid Flashing Beacon (RRFB) and crosswalks project; and WHEREAS, the City has determined that it is in the best interest of the City to enter into a contract amendment in the amount of $27,022.17 with Cam-Crete Contracting, Inc. for the completion of the Lebanon Road Rectangular Rapid Flashing Beacon (RRFB) and crosswalks; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1. The Construction Services Contract Amendment No. 1, having been reviewed by the City Council of the City of The Colony, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved. Section 2. The City Manager is hereby authorized to execute the Contract on behalf of the City of The Colony, Texas. Section 3. This Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 2nd DAY OF DECEMBER 2025. __________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: ___________________________________ Jeffrey L. Moore, City Attorney 25 Agenda Item No: 4.3 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: Engineering Item Type: Resolution Agenda Section: consent agenda Suggested Action: Consider approving a resolution authorizing the City Manager to award a Construction Services Contract in the amount $536,570.16 to CGC General Contractors, Inc. for the Bill Allen Memorial Park Stream Bank Erosion Stabilization and Repair Project. (Hartline) Background: Background: The City Council allocated funding for this project in the 2024/2025 Capital Improvement Plan (CIP) budget. The project design and constructions costs will be split evenly between CDC funds and Engineering CIP funds, with the Engineering Department managing the project. On November 13, 2025, the Community Development Corporation (CDC) Board approved their half of the funding for the construction services contract with CGC General Contractors, Inc. for this project. The project will address erosion along the north bank of Stewart Creek Tributary 1, located immediately southeast of the amphitheater in Bill Allen Memorial Park. The channel slope is currently unstable and is at risk of continued erosion, potentially migrating at a rate of up to 4 feet per year if left unprotected. The work includes mobilization, general site preparation, channel excavation, installation of a modular block wall system, a wire mesh safety fence, a mow strip, rock riprap, safety end treatments and storm water pollution prevention plan measures. The project also includes re-grading the slope above the modular block wall at a 4:1 ratio. The soil will also be reinforced with a turf soil retention/reinforcement mat in the graded areas. This project was designed by Halff Associates, Inc. and advertised for competitive bidding. Formal bids were opened on September 30, 2025 at the City of The Colony and CGC General Contractors, Inc. was the lowest responsive bidder with a bid amount of $536,570.16. Halff Associates checked the references for this construction company and recommends approval of the contract with CGC General Contractors, Inc. Please refer to the attached Engineering Recommendation Letter for further details. City staff recommend awarding the construction services contract to CGC General Contractors, Inc. Pending approval, the project is anticipated to start construction in January 2026 with an estimated completion in June 2026. Financial Summary: Are budgeted funds available: Yes Amount budgeted/available: $350,000.00 - Engineering $500,000.00 - CDC Source of Funds per CDC Board approval of funding for Construction Services Contract: $268,285.08 (City Engineering Department) Funding Number: 869-669-6667-2503 $268,285.08 (City Parks and Recreation Department) CDC Funding Number: 825-659-6667-2503 Cost of recommended Construction Services Contract award: $ 536,570.16 Total estimated project cost: $ 118,190.00 Engineering Already authorized Yes $ 536,570.16 Construction Already authorized No $ 654,760.16 Total estimated costs Recommended Action: City staff recommend awarding the construction services contract to CGC General Contractors, Inc. in the amount $536,570.16 for the Bill Allen Memorial Park Stream Bank Erosion Stabilization and Repair Project. Attachments: 26 Loacation Map Engineering Recommendation Letter Certified Bid Tab Existing Erosion Site Photos Construction Plan Sheets for Project Financial Summary Res. 2025-xxx CGC General Contractors, Inc Construction Services Contract.doc 27 FoxTurner T ru ittTr eg o CarrollLongoTreese BILTMOORENorthpointePoole T y l e r Ma di so n T a ylor D un n T w i t t y T u c k e r Boga rd Dee ColeU s h e r North Colony Powers FayUnderwood SHADOW RIDGEIndependenceSampleW oodlands STO NEBRIAR FIRESTONEHORIZONSOUTHERN HILLSBOB GALERCANYON CRESTµLocation MapBill Allen Stream Bank Stabilization Project Bill Allen Park Eroision Repairs (Located South of Ampitheater) Floor & Decor Rooms To Go 28 2601 Meacham Blvd., Suite 600, Fort Worth, TX 76137 | halff.com October 15, 2025 Mr. Ron Hartline, P.E. Director of Engineering City of the Colony 6800 Main Street The Colony, Texas 75056 Re: Bid No. 69-25-06: Bill Allen Memorial Park Erosion Repair – Low Bidder Referral Letter Dear Mr. Hartline: Bids for the Bill Allen Memorial Park Erosion Repair project were opened on Tuesday, September 30, 2025, at the City of The Colony. Bids were received from Nine (9) different bidders and ranged from high bid of $830,679.00 to a low bid at $536,570.16. CGC General Contractors (CGC) was the apparent low bidder. The City of The Colony (City) asked Halff Associates, Inc. (Halff) to review the qualifications and references of the apparent low bidder. In response to this request, Halff personnel reached out to three (3) municipality references that had similar project scope, scale and contract price to the Bill Allen Memorial Park Erosion Repair project and received a response back from the City of Fort Worth and City of University Park about CGC’s quality of the construction services, safety compliance and overall satisfaction. It should be noted that CGC had previously completed infrastructure and parks construction projects for both cities, as well as for the City of The Colony, in the past. Halff contacted Calvin Lehmann, Construction Project Manager for the City of The Colony. Mr. Lehmann discussed CGC’s performance on a previous Bill Allen Memorial Park Renovation project and he stated CGC adhered to project deadlines and were “always willing to find a solution even if it wasn’t their responsibility.” He mentioned CGC’s workmanship for drainage and paving improvements was well executed and all construction met specifications. He stated that CGC performed well and “any issues were brought to [The City’s] attention in a timely manner.” Halff personnel spoke with Scott Penn, Sr Capital Project Officer for the City of Fort Worth. Mr. Penn discussed CGC’s performance on their Meadowbrook Golf Course facility construction project and he stated that CGC provided “efficient and through work.” He noted that CGC worked well with residents and business owners, assured safety on site, finished the scope of work on time and had no problems were presented during and after the construction completion. Mr. Penn highlighted the work performed on the paving and drainage areas to be working perfectly and uniformly finished. He stated he would hire CGC again on future projects. Halff personnel spoke with Katie Barron, PE, ENV-SP, Director of Engineering for the City of University Park. Ms. Barron discussed CGC’s performance on their CMAR contract for a police training facility 29 2601 Meacham Blvd., Suite 600, Fort Worth, TX 76137 | halff.com project and she stated she was “highly impressed with the team [and their] work was top notch.” She mentioned CGC’s workmanship for paving improvements was excellent and all construction met specifications. Ms. Barron said there were only a few change orders initiated by the CGC, there were never safety concerns, and that project deadlines were met and everything was completed well before schedule. When asked if she would rehire this contractor, she stated CGC had “impressed [the City of University Park] and would hire them again.” Section 252.043 in the Local Government Code states if competitive sealed bids are received, the contract must be awarded to the lowest responsible bidder or to the bidder who provides goods or services at the best value for the municipality. After considering the purchase price and reputation of the bidders, Halff has determined that CGC General Contractors is the lowest responsible bidder. Should you have any questions or comments regarding the statements recorded in this letter please feel free to call me at (817) 764-7446. Sincerely, HALFF Kevin Gronwaldt, PE, LGPP Public Works Team Leader C: Naim Khan, PE, CFM – Senior Engineer Robert Kotasek – Staff Engineer 30 The City of The Colony - Bill Allen Memorial Park Erosion Repair Bid No. 69-25-06 Bid Opening: September 30, 2025 The City of The Colony CIP Engineer: Robert Kotasek The City of The Colony Senior Engineer: Naim Khan, PE The City of the Colony Director of Engineering: Ron Hartline, PE Halff Associates, Inc. Project Manager: Kevin Gronwaldt, PE, LGPP Low Bidder TOTAL BID $36,215.00 $536,570.16 $560,623.00 Addenda No Yes Yes Bid Bond No Yes Yes TOTAL BID $597,830.00 $687,514.61 $670,700.00 Addenda Yes Yes Yes Bid Bond Yes Yes Yes TOTAL BID $760,794.60 $797,251.56 $830,679.00 Addenda Yes Yes Yes Bid Bond Yes Yes Yes Bids Certified by: _____________________________________________________________ C. Green Scaping, LP Concord Commercial Services, Inc. Coronado Roadway Construction BID SUMMARY Nimmick Construction Inc dba Alpha Fence Co CGC General Contractors Iron T Construction Birdieworks Construction, LLC Armor Site Services, LLC Roeschco Construction, LLC 10/7/2025 31 LOWEST BIDDER ERRORS/MISSING INFORMATION ITEM #DESCRIPTION U/M QTY UNIT $TOTAL $UNIT $TOTAL $UNIT $TOTAL $UNIT $TOTAL $UNIT $TOTAL $UNIT $TOTAL $UNIT $TOTAL $UNIT $TOTAL $UNIT $TOTAL $ Base Bid - Bill Allen Memorial Park Erosion Repair 1 Construction Staking, work fully performed, complete in place.LS 1 no bid no bid $21,586.00 $21,586.00 $20,000.00 $20,000.00 $8,500.00 $8,500.00 $5,000.00 $5,000.00 $13,773.44 $13,773.44 $18,000.00 $18,000.00 $34,225.00 $34,225.00 $17,000.00 $17,000.00 2 Mobilization and General Site Preparation, work fully performed, complete in place.LS 1 no bid no bid $17,321.00 $17,321.00 $25,000.00 $25,000.00 $10,000.00 $10,000.00 $150,821.00 $150,821.00 $78,869.20 $78,869.20 $50,400.00 $50,400.00 $67,680.19 $67,680.19 $39,000.00 $39,000.00 3 Joint Storm Water Pollution Prevention Plan, implemented and maintained, including preparation of Notice of Intent and Notice of Termination, work fully performed, complete in place.LS 1 no bid no bid $19,892.00 $19,892.00 $5,000.00 $5,000.00 $10,085.00 $10,085.00 $20,450.00 $20,450.00 $4,820.71 $4,820.71 $13,450.00 $13,450.00 $32,445.00 $32,445.00 $11,000.00 $11,000.00 4 Stabilized Construction Entrance, furnish and install, work fully performed, complete in place.LS 1 no bid no bid $12,428.00 $12,428.00 $5,000.00 $5,000.00 $12,500.00 $12,500.00 $2,000.00 $2,000.00 $6,955.59 $6,955.59 $3,100.00 $3,100.00 $14,448.00 $14,448.00 $11,500.00 $11,500.00 5 Hydromulch Seeding, furnish and install including topsoil and fertilizer, work fully performed,SY 1512 no bid no bid $11.24 $16,994.88 $5.00 $7,560.00 $2.99 $4,515.00 $1.50 $2,268.00 $3.68 $5,564.16 $8.25 $12,474.00 $13.58 $20,532.96 $6.00 $9,072.00 6 Soil Retention Blanket, furnish and install, work fully performed, complete in place.SY 1512 no bid no bid $8.79 $13,290.48 $10.00 $15,120.00 $2.80 $4,227.00 $1.50 $2,268.00 $2.57 $3,885.84 $1.30 $1,965.60 $17.15 $25,930.80 $6.00 $9,072.00 7 Remove Existing Tree, only trees 12" and larger count, work fully performed, complete in place.EA 11 no bid no bid $1,321.00 $14,531.00 $1,000.00 $11,000.00 $2,614.91 $28,764.00 $700.00 $7,700.00 $532.16 $5,853.76 $900.00 $9,900.00 $2,144.00 $23,584.00 $4,500.00 $49,500.00 8 Remove Existing Chain Link Fence, work fully performed, complete in place.LF 300 no bid no bid $52.16 $15,648.00 $10.00 $3,000.00 $16.67 $5,000.00 $3.00 $900.00 $15.50 $4,650.00 $13.00 $3,900.00 $29.85 $8,955.00 $15.00 $4,500.00 9 Unclassified Channel Excavation, work fully performed, complete in place.CY 1330 no bid no bid $35.00 $46,550.00 $78.00 $103,740.00 $54.62 $72,644.00 $70.00 $93,100.00 $55.46 $73,761.80 $49.00 $65,170.00 $34.26 $45,565.80 $39.00 $51,870.00 10 Geotechnical Analysis & Recommendations, work fully performed, including reports, borings, and lab testing, complete in place.LS 1 no bid no bid $17,492.00 $17,492.00 $20,000.00 $20,000.00 $18,085.00 $18,085.00 $10,000.00 $10,000.00 $20,660.16 $20,660.16 $110,000.00 $110,000.00 $15,244.00 $15,244.00 $21,500.00 $21,500.00 11 Modular Block Wall System Design and Installation, work fully performed, furnish and install, including design, backfill, tie-backs, and shoring, complete in place.LS 1 no bid no bid $149,292.00 $149,292.00 $250,000.00 $250,000.00 $325,087.00 $325,087.00 $260,693.00 $260,693.00 $246,084.33 $246,084.33 $322,060.00 $322,060.00 $176,557.00 $176,557.00 $450,000.00 $450,000.00 12 18-Inch Grouted Rock Riprap, work fully performed, furnish and install, including bedding and filter fabric, complete in place.CY 75 no bid no bid $351.04 $26,388.00 $300.00 $22,500.00 $247.33 $18,550.00 $323.00 $24,225.00 $407.11 $30,533.25 $564.00 $42,300.00 $1,018.26 $76,369.50 $500.00 $37,500.00 13 12-Inch Dry Rock Riprap, work fully performed, furnish and install, including bedding and filter fabric,CY 10 no bid no bid $1,190.00 $11,900.00 $200.00 $2,000.00 $353.00 $3,530.00 $100.00 $1,000.00 $1,311.02 $13,110.20 $726.00 $7,260.00 $585.36 $5,853.60 $254.00 $2,540.00 14 4-Inch Thick Concrete Mow Strip, work fully performed, construct complete in place.SY 50 no bid no bid $302.39 $15,119.50 $200.00 $10,000.00 $216.50 $10,825.00 $25.00 $1,250.00 $158.40 $7,920.00 $261.00 $13,050.00 $36.23 $1,811.50 $450.00 $22,500.00 15 6-Foot Tall Metal Wire Mesh Fence, work fully performed, furnish and install complete in place.LF 525 no bid $36,215.00 $99.47 $52,221.75 $20.00 $10,500.00 $33.33 $17,500.00 $100.00 $52,500.00 $182.77 $95,954.25 $77.00 $40,425.00 $38.74 $20,338.50 $85.00 $44,625.00 16 Gravel (6-Inch Thick), work fully performed, construct complete in place.SY 80 no bid no bid $181.96 $14,556.80 $40.00 $3,200.00 $52.71 $4,217.00 $30.00 $2,400.00 $101.58 $8,126.40 $43.00 $3,440.00 $198.36 $15,868.80 $100.00 $8,000.00 17 TxDOT 24-Inch Type II Safety End Treatment (PSET-SP), work fully performed, furnish and install EA 2 no bid no bid $7,719.00 $15,438.00 $3,000.00 $6,000.00 $2,966.50 $5,933.00 $3,500.00 $7,000.00 $9,848.01 $19,696.02 $2,200.00 $4,400.00 $6,585.00 $13,170.00 $3,500.00 $7,000.00 18 TxDOT 36-Inch Type II Safety End Treatment (PSET-SP), work fully performed, furnish and install EA 2 no bid no bid $11,200.00 $22,400.00 $3,000.00 $6,000.00 $6,738.00 $13,476.00 $4,500.00 $9,000.00 $12,189.50 $24,379.00 $4,800.00 $9,600.00 $10,955.83 $21,911.66 $6,000.00 $12,000.00 19 24-Inch Class IV Reinforced Concrete Pipe (RCP), work fully performed, furnish and install complete in place.LF 100 no bid no bid $176.85 $17,685.00 $250.00 $25,000.00 $168.81 $16,881.00 $125.00 $12,500.00 $132.06 $13,206.00 $194.00 $19,400.00 $1,118.29 $111,829.00 $175.00 $17,500.00 20 36-Inch Class IV Reinforced Concrete Pipe (RCP), work fully performed, furnish and install complete in place.LF 25 no bid no bid $633.43 $15,835.75 $400.00 $10,000.00 $300.44 $7,511.00 $225.00 $5,625.00 $388.42 $9,710.50 $420.00 $10,500.00 $2,597.25 $64,931.25 $200.00 $5,000.00 $36,215.00 $536,570.16 $560,620.00 $597,830.00 $670,700.00 $687,514.61 $760,794.60 $797,251.56 $830,679.00 BID PROPOSAL SUMMARY Subtotal Base Bid Section I $36,215.00 $536,570.16 $560,620.00 $597,830.00 $670,700.00 $687,514.61 $760,794.60 $797,251.56 $830,679.00 Total Project Bid $36,215.00 $536,570.16 $560,620.00 $597,830.00 $670,700.00 $687,514.61 $760,794.60 $797,251.56 $830,679.00 Materials Incorporated into Work no bid 0.00 $1.00 $227,175.00 $201,200.00 $326,219.10 $395,613.19 $603,078.37 $375,000.00 Materials Not Incorporated into Work no bid 0.00 $1.00 $0.00 $16,800.00 $129,469.64 $45,000.00 $157,465.00 $100,000.00 Other, Labor, Etc.no bid 0.00 $1.00 $370,655.00 $452,700.00 $231,825.87 $320,181.41 $98,252.00 $355,679.00 Total no bid $536,570.16 $3.00 $597,830.00 $670,700.00 $687,514.61 $760,794.60 $858,795.37 $830,679.00 ADDENDA RECEIVED? YES/NO No Yes Yes Yes Yes Yes Yes Yes Yes BID BOND RECEIVED? YES/NO No Yes Yes Yes Yes Yes Yes Yes Yes Subtotal - Bill Allen Memorial Park Erosion Repair COMPANY Coronado Roadway Construction 9846 NW County Road FM 2221 Barry, TX 75102 9801 Camfield Ave. Suite 200 4336 Marsh Ridge Rd 2401 Handley Ederville Rd 11400 Long Street Frisco, TX 75033 Carollton, TX 75010 Fort Worth, TX 76118 Balch Springs, TX 76011 COMPANY COMPANY COMPANY COMPANY Roeschco Construction, LLC Armor Site Services, LLC C. Green Scaping, LP Concord Commercial Services, Inc. 711 Industry Way Suite 20 Little Elm, TX 75068 Haltom City, TX 76117 Melissa, TX 75454 Prosper, TX 75078 BILL ALLEN MEMORIAL PARK EROSION REPAIR, RFB #69-25-06 BID OPENING: 2:00 P.M., TUESDAY, SEPTEMBER 30, 2025 COMPANY COMPANY COMPANY 5904 Edgewood Place 3212 Friendly Lane 2512 Patton Dr COMPANY Nimmick Construction Inc dba Alpha Fence Co CGC General Contractors Iron T Construction Birdieworks Construction, LLC 32 Bill Allen Park Erosion 33 Bill Allen Park Erosion 34 35 36 37 38 FINANCIAL SUMMARY: Are budgeted funds available: Yes Amount budgeted/available: $350,000.00 - Engineering $500,000.00 - CDC Source of Funds per CDC Board approval of funding for Construction Services Contract: $268,285.08 (City Engineering Department) Funding Number: 869-669-6667-2503 $268,285.08 (City Parks and Recreation Department) CDC Funding Number: 825-659-6667-2503 Cost of recommended Construction Services Contract award: $ 536,570.16 Total estimated project cost: $ 118,190.00 Engineering Already authorized Yes $ 536,570.16 Construction Already authorized No $ 654,760.16 Total estimated costs 39 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2025 –_____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION SERVICES CONTRACT BY AND BETWEEN THE CITY OF THE COLONY AND CGC GENERAL CONTRACTORS, INC FOR THE BILL ALLEN MEMORIAL PARK STREAM BANK EROSION STABILIZATION AND REPAIR PROJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City and Consultant have entered into a Construction Services Contract for the Bill Allen Memorial Park Stream Bank Erosion Stabilization and Repair Project; and WHEREAS, the City has determined that it is in the best interest of the City to enter into the Contract with CGC General Contractors, Inc; and WHEREAS, with this Contract the City of The Colony is agreeing to the services not to exceed the amount of $536,570.16 for such work. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1. The Construction Services Contract, having been reviewed by the City Council of the City of The Colony, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved. Section 2. The City Manager is hereby authorized to execute the Contract on behalf of the City of The Colony, Texas. Section 3. This Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 2nd DAY OF DECEMBER 2025. __________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________ Tina Stewart, TRMC, CMC, City Secretary 40 APPROVED AS TO FORM: ___________________________________ Jeffrey L. Moore, City Attorney 41 Agenda Item No: 4.4 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: Fire Item Type: Resolution Agenda Section: consent agenda Suggested Action: Consider approving a resolution authorizing the City Manager to award a purchase to Frazer Ltd. in the amount of $441,291.00 for the purchase of a Ford F-450 Type 1-14' Module Ambulance, utilizing HGAC contract #AM10-23. (Bonds) Background: The new Frazer Ltd. ambulance will be replacing the current 2016 Dodge 5500 "Road Rescue" ambulance to be placed in auction for disposal. Fiscal Impact: This item as already been approved in general fund for fire department FY26. Recommended Action: To obtain purchase order after council approval through government contract. Attachments: Frazer Quote.pdf Res. 2025-xxx Frazer Ltd..docx 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2025 - _____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO AWARD A PURCHASE TO FRAZER LTD. FOR THE PURCHASE OF A FORD F- 450 TYPE 1-14’ MODULE AMBULANCE; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1. That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to award a purchase to Frazer Ltd. in the amount of $441,291.00 for the purchase of a Ford F-450 Type 1-14’ Module Ambulance. Section 2. That the City Manager and/or his designee are authorized to award said purchase. Section 3. This resolution shall take effect immediately from and after its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS 2nd DAY OF DECEMBER 2025. ____________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________________ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: ___________________________________________ Jeffrey L. Moore, City Attorney 62 Agenda Item No: 5.1 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: [CONTINUED FROM NOVEMBER 18, 2025] Conduct a public hearing, discuss and consider an ordinance amending Ordinance No. 2011 -1929, by approving a first supplement to final project and reinvestment zone financing plan, by approving additional TIF Project cost for Tax Increment Reinvestment Zone Number One (TIRZ #1). (Maurina) Background: Attachments: Ord. 2025-xxxx TIRZ # 1 - First Supplement- Final Project Plan and Financing Plan 63 CITY OF THE COLONY, TEXAS ORDINANCE NO. 2025 - ________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AMENDING ORDINANCE NO. 2011-1929, BY APPROVING A FIRST SUPPLEMENT TO FINAL PROJECT AND REINVESTMENT ZONE FINANCING PLAN, BY APPROVING ADDITIONAL TIF PROJECT COSTS FOR TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF THE COLONY, TEXAS; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALER CLAUSE; AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE. WHEREAS, on November 8, 2011, the City Council of the City of The Colony, Texas, pursuant to Chapter 311 of the Texas Tax Code, approved Ordinance No. 2011-1926, designating a contiguous geographic area within the City as a Reinvestment Zone Number One, City of The Colony, Texas; and WHEREAS, on November 15, 2011, the City Council of the City of The Colony, Texas, pursuant to Chapter 311 of the Texas Tax Code, approved Ordinance No. 2011-1929, approving a Final Project and Financing Plan for Reinvestment Zone Number One, City of The Colony, Texas; and WHEREAS, Section 311.011(e) of the Texas Tax Code provides the authority for the Board of Directors for Reinvestment Zone Number One, City of The Colony, Texas, to approve amendments to projects plans; and WHEREAS, on November 18, 2025, the Board of Directors for Reinvestment Zone Number One, City of The Colony, Texas, approved a First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, a copy of which is attached hereto as Exhibit A; and WHEREAS, Section 311.011(e) of the Texas Tax Code also provides that City Council’s approval of amendments to the project plan must be by ordinance adopted after published notice and a public hearing consistent with Sections 311.003(c) and (d) of the Texas Tax Code; and WHEREAS, the City Council of the City of The Colony, Texas, now desires to approve the First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, a copy of which is attached hereto as Exhibit A. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: 64 SECTION 1. FINDINGS. That the facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct legislative findings and are adopted as part of this Ordinance for all purposes. SECTION 2. AMENDMENT. That the City Council of the City of The Colony, Texas, does hereby approve the First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. SECTION 3. SEVERABILITY CLAUSE. If any provision, section, subsection, sentence, clause or phrase of this Ordinance, or the application of same to any person to set circumstances, is for any reason held to be unconstitutional, void or invalid, the validity of the remaining provisions of this Ordinance or their application to other persons or set of circumstances shall not be affected thereby, it being the intent of the City Council in adopting this Ordinance that no portion hereof or regulations connected herein shall become inoperative or fail by reason of any unconstitutionality, voidness or invalidity of any portion hereof, and all provisions of this Ordinance are declared severable for that purpose. SECTION 4. REPEALER CLAUSE. Any provision of any prior ordinance of the City whether codified or uncodified, which are in conflict with any provision of this Ordinance, are hereby repealed to the extent of the conflict, but all other provisions of the ordinances of the City whether codified or uncodified, which are not in conflict with the provisions of this Ordinance, shall remain in full force and effect. SECTION 5. EFFECTIVE DATE. This Ordinance shall take effect immediately upon its passage and it is accordingly so ordained. PASSED AND APPROVED BY THE CITY OF THE COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 2ND DAY OF DECEMBER 2025. Richard Boyer, Mayor City of The Colony, Texas 65 ATTEST: _____ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: _____ Jeffrey L. Moore, City Attorney 66 Exhibit A First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas 67 Agenda Item No: 5.2 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: General Admin Item Type: Resolution Agenda Section: regular agenda items Suggested Action: Discuss and consider a resolution authorizing and approving certain payments by the Colony Local Development Corporation, the Colony Economic Development Corporation, and the Colony Community Development Corporation for costs related to the construction of projects within the Tax Increment Reinvestment Zone No. 1, City of the Colony, Texas for Grandscape; providing for an effective date; and resolving other matters related thereto. (Miller) Background: Fiscal Impact: These disbursements are made with sales tax and property tax revenue generated from the site. CDC - Type B - $1,289,349.00 EDC - Type A - $1,293,497.00 TIRZ (LDC) - $5,235,821.69 Recommended Action: Approval Attachments: Res. 2025-xxx FY 2025 Annual Disbursements.pdf 2025 EDC (4A) - FYE 2025 Authorization of Annual Payment.pdf 2025 CDC (4B) - FYE 2025 Authorization of Annual Payment.pdf 2025 TIRZ Board - FYE 2025 Authorization of Annual Payment (AV Tax).pdf 2025 LDC Board - FYE 2025 Authorization of Annual Payment (AV Tax).pdf 2025 EDC (4A) - FYE 2025 Annual Disbursement Issuer Order to Bond Trustee.pdf 2025 CDC (4B) - FYE 2025 Annual Disbursement Issuer Order to Bond Trustee.pdf 68 1775.015\1068082.1 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2025-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING AND APPROVING CERTAIN PAYMENTS BY THE COLONY LOCAL DEVELOPMENT CORPORATION, THE COLONY ECONOMIC DEVELOPMENT CORPORATION, AND THE COLONY COMMUNITY DEVELOPMENT CORPORATION FOR COSTS RELATED TO THE CONSTRUCTION OF PROJECTS WITHIN TAX INCREMENT REINVESTMENT ZONE NO. 1, CITY OF THE COLONY, TEXAS FOR GRANDSCAPE; PROVIDING FOR AN EFFECTIVE DATE; AND RESOLVING OTHER MATTERS RELATED THERETO. WHEREAS, on November 8, 2011, the City Council of the City of The Colony, Texas (the "City Council"), approved Ordinance No. 2011-1926, designating Tax Increment Reinvestment Zone Number One, City of The Colony, Texas (the "Zone"), and designated a Board of Directors for the Zone (the "Zone Board"), in accordance with and pursuant to Chapter 311 of the Texas Tax Code, as amended (the "Act"); and WHEREAS, on November 8, 2011, the City Council also approved Resolution No. 2011- 075 authorizing and approving the creation of The Colony Local Development Corporation (the "LDC") to aid, assist and act for and behalf of the City of the Colony, Texas (the "City") and the Zone Board in the management of the Zone and the implementation of the project plan and the financing plan for the Zone in accordance with and pursuant to Subchapter D of Chapter 431 of the Texas Transportation Code, as amended; and WHEREAS, Section 311.002 of the Texas Tax Code defines authorized "project costs" to include "expenditures made or estimated to be made and monetary obligations incurred or estimated to be incurred by the municipality or county designating a reinvestment zone that are listed in the project plan as costs of public works, public improvements, programs, or other projects benefiting the zone, plus other costs incidental to those expenditures and obligations"; and WHEREAS, the City Council approved a Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of the Colony, Texas, dated November 15, 2011 (the "2011 Final Project and Finance Plan") by adoption of Ordinance No. 2011-1929 on November 15, 2011; and WHEREAS, the City Council approved a First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of the Colony, Texas, dated November 5, 2025 (the "First Supplement" and together with the 2011 Final Project and Finance Plan, the "Final Project and Finance Plan"); and WHEREAS, the Final Project and Finance Plan provides for the financing of "TIF Projects" (defined in the Final Project and Finance Plan), including the construction of a municipal building, and the payment of "TIF Project Costs" (defined in the Final Project and Finance Plan) in accordance with the Act; and 69 2 1775.015\1068082.1 WHEREAS, the City and the LDC entered into that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, (the "LDC Construction Management Agreement") with NFM Services, LLC, a Texas limited liability company ("NFM Services") to provide for the construction of certain TIF Projects constituting Economic Development Projects (as defined in the Final Project and Finance Plan) and the reimbursement of costs related to such Economic Development Projects advanced by NFM Services ("NFM Advances"), in accordance with and pursuant to Section 311.010(b) of the Texas Tax Code, as amended; and WHEREAS, the City, the Zone Board, and the LDC entered into that certain Funding Agreement, effective as of December 11, 2012, (the "LDC Funding Agreement") with LMG Ventures, LLC, ("LMG"), and TXFM, Inc. ("TXFM") related to the funding of certain TIF Projects (as defined in the Final Project and Finance Plan); and WHEREAS, the City, the Zone Board, and the LDC have entered into that certain Management Agreement, effective as of December 6, 2011, as amended and restated by that certain Amended and Restated Management Agreement, effective as of February 23, 2021, (the "LDC Management Agreement," and together with the LDC Construction Management Agreement and the LDC Funding Agreement, referred to collectively as the "LDC Agreements") to address the management of the Zone and the implementation of the Final Project and Finance Plan, including the issuance of TIF Obligations (as defined in the Management Agreement), in accordance with and pursuant to Section 311.010(f) of the Texas Tax Code, as amended; and WHEREAS, the City and Denton County, Texas (the "County") entered into that certain Agreement to Participate in Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, effective as of November 11, 2011 (the "County TIRZ Participation Agreement"); and WHEREAS, as described and defined in the Management Agreement, the City has established the "City Tax Increment Subaccount" and "County Tax Increment Subaccount" within the "Tax Increment Fund" for the Zone and is making deposits of the "City Tax Increment" into such City Tax Increment Subaccount and is holding deposits of the 'County Tax Increment" received by Denton County, Texas, under the County TIRZ Participation Agreement in the County Tax Increment Subaccount as required under Section 4.5 of the Management Agreement; and WHEREAS, The Colony Economic Development Corporation (the "Type A Corporation") entered into that certain Type A Corporation Performance Agreement (the "Type A Performance Agreement"), effective as of November 15, 2011, with LMG and TXFM in compliance with Section 501.158 of the Act to promote economic development within the City of The Colony, Texas (the "City") and to provide for the construction of authorized projects ("Type A Projects") as described therein; and WHEREAS, the Type A Performance Agreement set forth the performance requirements related to certain financial incentives, including the payment of costs for authorized projects ("Type A Project Costs"), and established the "Type A Reimbursement Account" (as defined in the Type A Performance Agreement) from which Type A Project Costs are to be reimbursed or paid in accordance with the Type A Performance Agreement; and 70 3 1775.015\1068082.1 WHEREAS, the City Council of the City (the "City Council") approved and ratified the Type A Performance Agreement by Resolution No. 2011-078 approved on November 15, 2011; and WHEREAS, the City and the Type A Corporation entered into that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, (the "Type A Construction Management Agreement") with NFM Services to provide for the construction of the Type A Projects described in the Type A Construction Management Agreement and the reimbursement of NFM Advances for Type A Project Costs; and WHEREAS, the City and the Type A Corporation entered into that certain Type A Economic Development Funding Agreement, effective as of December 12, 2012, (the "Type A Funding Agreement" and together with the Type A Performance Agreement and the Type A Construction Management Agreement, sometimes referred to collectively as the "Type A Agreements") with LMG and TXFM related to the funding of certain Type A Projects described in the Type A Funding Agreement and the payment of Type A Project Costs; and WHEREAS, the Type A Corporation, with the consent of the City, has issued its The Colony Economic Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013 (the "2013 Type A Bonds") and is party to the Indenture of Trust and Security Agreement, dated as of February 1, 2013, as supplemented by the First Supplemental Trust Indenture, dated February 1, 2013 (collectively, the "2013 Type A Bond Indenture"); and WHEREAS, The Colony Community Development Corporation (the "Type B Corporation") entered into that certain Type B Corporation Performance Agreement (the "Type B Performance Agreement"), effective as of November 15, 2011, with LMG and TXFM in compliance with Section 501.158 of the Act to promote economic development within the City of The Colony, Texas (the "City") and to provide for the construction of authorized projects ("Type B Projects") as described therein; and WHEREAS, the Type B Performance Agreement sets forth the performance requirements related to certain financial incentives, including the payment of costs for authorized projects ("Type B Project Costs"), and established the "Type B Reimbursement Account" (as defined in the Type B Performance Agreement) from which Type B Project Costs are to be reimbursed or paid in accordance with the Type B Performance Agreement; and WHEREAS, the City Council of the City (the "City Council") approved and ratified the Type B Performance Agreement by Resolution No. 2011-077 approved on November 15, 2011; and WHEREAS, the City and the Type B Corporation entered into that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, (the "Type B Construction Management Agreement") with NFM Services to provide for the construction of the Type B Projects described in the Type B Construction Management Agreement and the reimbursement of NFM Advances for Type B Project Costs; and WHEREAS, the City and the Type B Corporation entered into that certain Type B Economic Development Funding Agreement, effective as of December 12, 2012, (the "Type B 71 4 1775.015\1068082.1 Funding Agreement" and together with the Type B Performance Agreement and the Type B Construction Management Agreement, sometimes referred to collectively as the "Type B Agreements") with LMG and TXFM related to the funding of the Type B Projects described in the Type B Funding Agreement and the payment of Type B Project Costs; and WHEREAS, the Type B Corporation, with the consent of the City, has issued its The Colony Community Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013 (the "2013 Type B Bonds") and is party to the Indenture of Trust and Security Agreement, dated as of February 1, 2013, as supplemented by the First Supplemental Trust Indenture, dated February 1, 2013 (collectively, the "2013 Type B Bond Indenture", and together with the 2013 Type A Bond Indenture, collectively the "Bond Indentures"); and WHEREAS, the Zone Board and the LDC have found and determined that the maintenance and repair of TIF Projects are "project costs" as that term is defined in Section 311.002 of the Texas Tax Code and are TIF Project Costs provided for in the Final Project and Finance Plan and that such costs are necessary for the implementation of the Final Project and Finance Plan; and WHEREAS, the Zone Board and the LDC have found and determined that NFM Advances and payments to LMG and TXFM for Private Funding Obligations (as defined in the LDC Funding Agreements) authorized to be paid hereunder are "project costs" as that term is defined in Section 311.002 of the Texas Tax Code and are TIF Project Costs provided for in the Final Project and Finance Plan; and WHEREAS, the Zone Board and the LDC have found and determined that NFM Advances and payments to LMG and TXFM for Private Funding Obligations (as defined in the LDC Funding Agreement) authorized to be paid hereunder are "project costs" as that term is defined in Section 311.002 of the Texas Tax Code and are TIF Project Costs provided for in the Final Project and Finance Plan; and WHEREAS, the Type A Corporation and the Type B Corporation have found and determined that NFM Advances and payments to LMG and TXFM for Private Funding Obligations (as defined in the Type A Funding Agreement and the Type B Funding Agreement) authorized to be paid hereunder are "project costs" as that term is defined in Section 501.152 of the Act and the Type B Agreements; and WHEREAS, the Zone Board and the LDC have found and determined, and the City hereby finds and determines, that it is necessary for the implementation of the Final Project and Finance Plan to direct the LDC to: (1) maintain a debt service reserve fund (the "City Tax Increment Subaccount - Debt Service Reserve Fund") within the City Tax Increment Subaccount of the Tax Increment Fund that shall contain $90,000 at all times as described in Section 3.4 of the First Supplement; (2) fund an annual capital project reserve fund within the City Tax Increment Subaccount of the Tax Increment Fund (the "City Tax Increment Subaccount – Capital Project Annual Reserve Fund") to provide for the maintenance and repair of TIF Projects within the Zone as described in Section 3.4 of the First Supplement; (3) make payments from the City Tax Increment Subaccount and County Tax Increment Subaccount of the Tax Increment Fund related 72 5 1775.015\1068082.1 to TIF Project Costs, including but not limited to certain reimbursable NFM Advances and payments to LMG and TXFM for a portion of outstanding Private Funding Obligations; and (4) authorize the City Manager of the City, or the City Manager's designee, to approve payments of such TIF Project Costs as described below; and WHEREAS, the Type A Corporation and the Type B Corporation have found and determined, and the City hereby finds and determines, that it is necessary for the implementation of the Type A Agreements and Type B Agreements, as applicable, to request that the Trustee make certain disbursements from each respective "Pledged Revenue Account" relating to the 2013 Type A Bonds and the 2013 Type B Bonds under Section 4.01(C)(7) of the respective Bonds Indentures on an annual basis for deposit into the Type A Reimbursement Account and Type B Reimbursement Account, as applicable, so that certain Type A Project Costs and Type B Project Costs, including but not limited to costs related to NFM Advances and payments to LMG and TXFM for Private Funding Obligations related to Type A Projects and Type B Projects, respectively, may be paid annually; provided, however, that the funds on deposit in each respective Pledged Revenue Account relating to the 2013 Type A Bonds and the 2013 Type B Bonds shall not be less than $1,200,000 following such annual disbursements; and WHEREAS, the Type A Corporation and the Type B Corporation have found and determined, and the City hereby finds and determines, that it is necessary and desirable for the implementation of the Type A Agreements and Type B Agreements, as applicable, to: (1) make payments from the respective Type A Reimbursement Fund and Type B Reimbursement Fund related to Type A Project Costs, including but not limited to reimbursement of NFM Advances and payments to LMG and TXFM for outstanding Private Funding Obligations, and Type B Project Costs, including but not limited to certain reimbursable NFM Advances and payments to LMG and TXFM for a portion of outstanding Private Funding Obligations; and (2) authorize the City Manager, or the City Manager's designee, to approve payments of Type A Project Costs and Type B Project Costs, respectively, on an annual basis from funds on deposit in the Type A Reimbursement Fund and Type B Reimbursement Fund in accordance with the applicable Type A Agreement and Type B Agreements. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: SECTION 1. The findings set forth above and the exhibits attached hereto are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2. The EDC and the CDC have authorized and approved, and the City Council hereby authorizes and approves, the respective disbursements of funds under the Bond Indentures as shown on the forms attached as Exhibit A-1 and Exhibit A-2. SECTION 3. The Zone Board, the LDC, the EDC and CDC have approved the respective forms attached as Exhibit B-1, Exhibit B-2, Exhibit B-3, and Exhibit B-4 (such exhibits are referred to collectively as the "Annual Authorization Forms") and have approved, subject to the approval of the City Council, the payments shown on such forms from the Tax Increment Fund, Type A Reimbursement Fund, and the Type B Reimbursement Fund, as applicable. 73 6 1775.015\1068082.1 SECTION 4. The City Council hereby authorizes and approves the payments from the Tax Increment Fund, Type A Reimbursement Fund, and the Type B Reimbursement Fund, as applicable, as shown on the Annual Authorization Forms. SECTION 5. For so long as obligations remain unpaid and outstanding, the Zone Board, the LDC, the EDC and the CDC shall submit forms similar to the Annual Authorization Forms that have been approved by the Zone Board, the LDC, the EDC, and the CDC to the City Council. Following the receipt of such forms, the City Council shall review and consider approval of the payments set forth in such forms without further action required from the Zone Board, the LDC, the EDC or the CDC. SECTION 6. This Resolution shall become effective immediately upon passage. [Remainder of page left blank intentionally. Execution page follows.] 74 1775.015\1068082.1 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 2ND DAY OF DECEMBER, 2025. THE CITY OF THE COLONY, TEXAS Richard Boyer, Mayor City of The Colony, Texas ATTEST: Tina Stewart, TRMC, CMC, Secretary APPROVED AS TO FORM: ___________________________________ Jeffrey L. Moore, City Attorney 75 1775.015\1068082.1 EXHIBIT A-1 Disbursement Request of Type A Corporation 76 1775.015\1068007.1 ISSUER ORDER THE STATE OF TEXAS § § COUNTY OF DENTON § § THE COLONY ECONOMIC § DEVELOPMENT CORPORATION § On February 7, 2021, The Colony Economic Development Corporation (the "Issuer") issued $29,580,000 in principal amount of The Colony Economic Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Project) Series 2013 (the "Bonds") under that certain Indenture of Trust and Security Agreement, dated as of February 1, 2013, as supplemented by the First Supplemental Trust Indenture, dated February 1, 2013 (collectively, the "Indenture"). I, the undersigned President of The Colony Economic Development Corporation, in my official capacity, DO HEREBY REQUEST the transfer of funds stated below under Section 4.01(C)(7) of the Indenture in the amount stated below and DO HEREBY CERTIFY as follows: 1.I have been duly authorized to submit this Issuer Order to transfer from the Pledged Revenue Fund relating to the Bonds to the Type A Reimbursement Account an amount of ONE MILLION TWO HUNDRED NINETY-THREE THOUSAND FOUR HUNDRED SEVENTY-NINE AND 00/100 DOLLARS ($1,293,479.00) to the Type A Reimbursement Account listed below. A true and correct copy of such authorization is attached to this Issuer Order as Attachment A. 2.A true and correct copy of the current W-9 for the Issuer is attached to this Issuer Order as Attachment B. 3.All moneys required to be deposited under Sections 4.01(C)(1) through (5) of the Indenture have been made. 4.The Issuer has not received any notice of an event of default under the Indenture. 5.Following the one-time transfer of funds described above, the Pledged Revenue Fund will have no less than $1,200,000 on deposit. Delivered this ______________, 2025. THE COLONY ECONOMIC DEVELOPMENT CORPORATION __________________________________________ Tom Tvardzik, President 77 Attachment A – Page 1 1775.015\1068007.1 ATTACHMENT A TO ISSUER ORDER RESOLUTION OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION 78 Attachment A – Page 2 1775.015\1068007.1 79 Attachment A – Page 3 1775.015\1068007.1 80 Attachment A – Page 4 1775.015\1068007.1 81 Attachment A – Page 5 1775.015\1068007.1 82 Attachment A – Page 6 1775.015\1068007.1 83 Attachment A – Page 7 1775.015\1068007.1 84 Attachment A – Page 8 1775.015\1068007.1 85 Attachment B 1775.015\1068007.1 ATTACHMENT B TO ISSUER ORDER W-9 OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION 86 1775.015\1068082.1 EXHIBIT A-2 Disbursement Request of Type B Corporation 87 1775.015\1068005.1 ISSUER ORDER THE STATE OF TEXAS § § COUNTY OF DENTON § § THE COLONY COMMUNITY § DEVELOPMENT CORPORATION § On February 7, 2021, The Colony Community Development Corporation (the "Issuer") issued $29,580,000 in principal amount of The Colony Community Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Project) Series 2013 (the "Bonds") under that certain Indenture of Trust and Security Agreement, dated as of February 1, 2013, as supplemented by the First Supplemental Trust Indenture, dated February 1, 2013 (collectively, the "Indenture"). I, the undersigned President of The Colony Community Development Corporation, in my official capacity, DO HEREBY REQUEST the transfer of funds stated below under Section 4.01(C)(7) of the Indenture in the amount stated below and DO HEREBY CERTIFY as follows: 1. I have been duly authorized to submit this Issuer Order to transfer from the Pledged Revenue Fund relating to the Bonds to the Type B Reimbursement Account an amount of ONE MILLION TWO HUNDRED EIGHTY-NINE THOUSAND THREE HUNDRED FORTY-NINE AND 00/100 DOLLARS ($1,289,349.00) to the Type B Reimbursement Account listed below. A true and correct copy of such authorization is attached to this Issuer Order as Attachment A. 2. A true and correct copy of the current W-9 for the Issuer is attached to this Issuer Order as Attachment B. 3. All moneys required to be deposited under Sections 4.01(C)(1) through (5) of the Indenture have been made. 4. The Issuer has not received any notice of an event of default under the Indenture. 5. Following the one-time transfer of funds described above, the Pledged Revenue Fund will have no less than $1,200,000 on deposit. Delivered this December 2, 2025. THE COLONY COMMUNITY DEVELOPMENT CORPORATION ___________________________________________ Allen Harris, President 88 Attachment A – Page 1 1775.015\1068005.1 ATTACHMENT A TO ISSUER ORDER RESOLUTION OF THE COLONY COMMUNITY DEVELOPMENT CORPORATION 89 Attachment A – Page 2 1775.015\1068005.1 90 Attachment A – Page 3 1775.015\1068005.1 91 Attachment A – Page 4 1775.015\1068005.1 92 Attachment A – Page 5 1775.015\1068005.1 93 Attachment A – Page 6 1775.015\1068005.1 94 Attachment A – Page 7 1775.015\1068005.1 95 Attachment A – Page 8 1775.015\1068005.1 96 Attachment B 1775.015\1068005.1 ATTACHMENT B TO ISSUER ORDER W-9 OF THE COLONY COMMUNITY DEVELOPMENT CORPORATION 97 1775.015\1068082.1 Exhibit B-1 Zone Board Authorization Form 98 1775.015\1068013.1 AUTHORIZATION OF ANNUAL PAYMENT FROM THE CITY TAX INCREMENT SUBACCOUNT AND COUNTY TAX INCREMENT SUBACCOUNT OF THE TAX INCREMENT FUND FOR TAX INCREMENT REINVESTMENT ZONE NO. 1 CITY OF THE COLONY, TEXAS 1. As of September 30, 2024, the amount on deposit in the City Tax Increment Subaccount of the Tax Increment Fund was $4,824,093.39 and the amount on deposit in the County Tax Increment Subaccount of the Tax Increment Fund was $1,001,728.30. 2. Subject to the approval of the City Council of the City, the Board of Directors of Tax Increment Reinvestment Zone No. 1 hereby approves the following payments from the City Tax Increment Subaccount and County Tax Increment Subaccount of the Tax Increment Fund in the following order of priority: (a) FIRST, the amount of NINETY THOUSAD AND 00/100 DOLLARS ($90,000.00) to the "City Tax Increment Subaccount - Debt Service Reserve Fund" such that no less than $90,000.00 shall be retained in such City Tax Increment - Subaccount Debt Service Reserve Fund of the City Tax Increment Subaccount of the Tax Increment Fund at all times in accordance with Section 3.4 of that certain First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of Th Colony, Texas, dated November 5, 2025 (the "First Supplement"); and (b) SECOND, the amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) to the "City Tax Increment Subaccount - Capital Project Annual Reserve Fund" in accordance with Section 3.4 of the First Supplement; and (c) THIRD, the amount of FIVE MILLION TWO HUNDRED THIRTY-FIVE THOUSAND EIGHT HUNDRED TWENTY-ONE AND 69/100 DOLLARS ($5,235,821.69) to NFM Services, LLC, a Texas limited liability company ("NFM Services") for reimbursement of TIF Project Costs consisting of outstanding "NFM Advances" as defined in, and in accordance with, that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, between the City of The Colony, Texas, The Colony Local Development Corporation, and NFM Services. EXECUTED THIS ____ DAY OF ___________, 2025. TAX INCREMENT REINVESTMENT ZONE NO. 1, CITY OF THE COLONY, TEXAS ___________________________________________ Tim Miller, Assistant City Manager as the City Manager's Designee 99 1775.015\1068082.1 Exhibit B-2 LDC Authorization Form 100 1775.015\1068081.1 AUTHORIZATION OF ANNUAL PAYMENT FROM THE CITY TAX INCREMENT SUBACCOUNT AND COUNTY TAX INCREMENT SUBACCOUNT OF THE TAX INCREMENT FUND FOR TAX INCREMENT REINVESTMENT ZONE NO. 1 CITY OF THE COLONY, TEXAS 1. As of September 30, 2024, the amount on deposit in the City Tax Increment Subaccount of the Tax Increment Fund was $4,824,093.39 and the amount on deposit in the County Tax Increment Subaccount of the Tax Increment Fund was $1,001,728.30. 2. Subject to the approval of the City Council of the City, The Colony Local Development Corporation ("LDC") hereby approves the following payments from the City Tax Increment Subaccount and County Tax Increment Subaccount of the Tax Increment Fund in the following order of priority: (a) FIRST, the amount of NINETY THOUSAD AND 00/100 DOLLARS ($90,000.00) to the "City Tax Increment Subaccount - Debt Service Reserve Fund" such that no less than $90,000.00 shall be retained in such City Tax Increment - Subaccount Debt Service Reserve Fund of the City Tax Increment Subaccount of the Tax Increment Fund at all times in accordance with Section 3.4 of that certain First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of Th Colony, Texas, dated November 5, 2025 (the "First Supplement"); and (b) SECOND, the amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) to the "City Tax Increment Subaccount - Capital Project Annual Reserve Fund" in accordance with Section 3.4 of the First Supplement; and (c) THIRD, the amount of FIVE MILLION TWO HUNDRED THIRTY-FIVE THOUSAND EIGHT HUNDRED TWENTY-ONE AND 69/100 DOLLARS ($5,235,821.69) to NFM Services, LLC, a Texas limited liability company ("NFM Services") for reimbursement of TIF Project Costs consisting of outstanding "NFM Advances" as defined in, and in accordance with, that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, between the City of The Colony, Texas, The Colony Local Development Corporation, and NFM Services. EXECUTED THIS ____ DAY OF ___________, 2025. THE COLONY LOCAL DEVELOPMENT CORPORATION ___________________________________________ Tim Miller, Assistant City Manager as the City Manager's Designee 101 1775.015\1068082.1 Exhibit B-3 Type A Corporation Authorization Form 102 1775.015\1067937.2 AUTHORIZATION OF ANNUAL PAYMENT FROM THE TYPE A REIMBURSEMENT ACCOUNT OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION 1. As of September 30, 2024, the amount on deposit in the Pledged Revenue Fund relating to The Colony Economic Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013 (the "Type A Bonds") was $3,431,241.00. 2. The City Manager of the City of The Colony, Texas, or the City Manager's designee, has submitted an Issuer Order executed by the President of The Colony Economic Development Corporation in accordance with Section 4.01(C)(7) of the Indenture of Trust and Security Agreement relating to the Type A Bonds directing the trustee to transfer ONE MILLION TWO HUNDRED NINETY-THREE THOUSAND FOUR HUNDRED SEVENTY-NINE AND 00/100 DOLLARS ($1,293,479.00) to the Type A Reimbursement Account. 3. Following the deposit to the Type A Reimbursement Account described above, the Type A Corporation, subject to the approval of the City Council of the City of The Colony, Texas, approves the following payments from the Type A Reimbursement Account the amount of ONE MILLION TWO HUNDRED NINETY-THREE THOUSAND FOUR HUNDRED SEVENTY-NINE AND 00/100 DOLLARS ($1,293,479.00) to TXFM, Inc., a Texas corporation ("TXFM"), for outstanding Private Funding Obligations as defined and described in the Type A Economic Development Funding Agreement (the "Type A Funding Agreement"), effective as of December 11, 2012, by and between The Colony Economic Development Corporation, LMG Ventures, LLC, a Texas limited liability company ("LMG") and TXFM. All outstanding NFM Advances plus interest were paid in full on January 15, 2025. EXECUTED THIS ____ DAY OF ______________, 2025. THE COLONY ECONOMIC DEVELOPMENT CORPORATION ___________________________________________ Tim Miller, Assistant City Manager as the City Manager's Designee 103 1775.015\1068082.1 Exhibit B-4 Type B Corporation Authorization Form 104 1775.015\1067935.2 AUTHORIZATION OF ANNUAL PAYMENT FROM THE TYPE B REIMBURSEMENT ACCOUNT OF THE COLONY COMMUNITY DEVELOPMENT CORPORATION 1. As of September 30, 2024, the amount on deposit in the Pledged Revenue Fund relating to The Colony Community Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013 (the "Type B Bonds") was $3,427,111.57. 2. The City Manager of the City of The Colony, Texas, or the City Manager's designee, has submitted an Issuer Order executed by the President of The Colony Community Development Corporation in accordance with Section 4.01(C)(7) of the Indenture of Trust and Security Agreement relating to the Type B Bonds directing the trustee to transfer ONE MILLION TWO HUNDRED EIGHTY- NINE THOUSAND THREE HUNDRED FORTY-NINE AND 00/100 DOLLARS ($1,289,349.00) to the Type B Reimbursement Account. 3. Following the deposit to the Type B Reimbursement Account described above, the Type B Corporation, subject to the approval of the City Council of the City of The Colony, Texas, approves the following payment from the Type B Reimbursement Account: a. The amount of ONE HUNDRED THIRTY-ONE THOUSAND FIFTEEN AND 72/100 DOLLARS ($131,015.72) to NFM Services, LLC, a Texas limited liability company ("NFM Services"), for reimbursement of all outstanding "NFM Advances" as defined in the Amended and Restated Construction Management Agreement, effective as of November 20, 2012, by and between The Colony Economic Development Corporation and NFM Services (the "Type B Construction Management Agreement") and upon payment of such amount, all outstanding amounts owed to NFM Services to be paid from the Type B Reimbursement Account for NFM Advances, plus interest, shall have been paid in full; and b. The amount of ONE MILLION ONE HUNDRED FIFTY-EIGHT THOUSAND THREE HUNDRED THIRTY-THREE AND 28/100 DOLLARS ($1,158,333.28) to TXFM, Inc., a Texas corporation ("TXFM"), for outstanding Private Funding Obligations as defined and described in the Type A Economic Development Funding Agreement (the "Type B Funding Agreement"), effective as of December 11, 2012, by and between The Colony Economic Development Corporation, LMG Ventures, LLC, a Texas limited liability company ("LMG") and TXFM. Such payment to TXFM is being made subject to the outstanding NFM Advances to be paid from the Type B Reimbursement Account plus interest as reflected in item #1 above being paid in full. EXECUTED THIS ___ DAY OF ______________, 2025. THE COLONY COMMUNITY DEVELOPMENT CORPORATION ___________________________________________ Tim Miller, Assistant City Manager as the City Manager's Designee 105 1775.015\1067937.2 AUTHORIZATION OF ANNUAL PAYMENT FROM THE TYPE A REIMBURSEMENT ACCOUNT OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION 1. As of September 30, 2024, the amount on deposit in the Pledged Revenue Fund relating to The Colony Economic Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013 (the "Type A Bonds") was $3,431,241.00. 2. The City Manager of the City of The Colony, Texas, or the City Manager's designee, has submitted an Issuer Order executed by the President of The Colony Economic Development Corporation in accordance with Section 4.01(C)(7) of the Indenture of Trust and Security Agreement relating to the Type A Bonds directing the trustee to transfer ONE MILLION TWO HUNDRED NINETY-THREE THOUSAND FOUR HUNDRED SEVENTY-NINE AND 00/100 DOLLARS ($1,293,479.00) to the Type A Reimbursement Account. 3. Following the deposit to the Type A Reimbursement Account described above, the Type A Corporation, subject to the approval of the City Council of the City of The Colony, Texas, approves the following payments from the Type A Reimbursement Account the amount of ONE MILLION TWO HUNDRED NINETY-THREE THOUSAND FOUR HUNDRED SEVENTY-NINE AND 00/100 DOLLARS ($1,293,479.00) to TXFM, Inc., a Texas corporation ("TXFM"), for outstanding Private Funding Obligations as defined and described in the Type A Economic Development Funding Agreement (the "Type A Funding Agreement"), effective as of December 11, 2012, by and between The Colony Economic Development Corporation, LMG Ventures, LLC, a Texas limited liability company ("LMG") and TXFM. All outstanding NFM Advances plus interest were paid in full on January 15, 2025. EXECUTED THIS ____ DAY OF ______________, 2025. THE COLONY ECONOMIC DEVELOPMENT CORPORATION ___________________________________________ Tim Miller, Assistant City Manager as the City Manager's Designee 106 1775.015\1067935.2 AUTHORIZATION OF ANNUAL PAYMENT FROM THE TYPE B REIMBURSEMENT ACCOUNT OF THE COLONY COMMUNITY DEVELOPMENT CORPORATION 1. As of September 30, 2024, the amount on deposit in the Pledged Revenue Fund relating to The Colony Community Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture Mart Texas Project Infrastructure Bonds) Series 2013 (the "Type B Bonds") was $3,427,111.57. 2. The City Manager of the City of The Colony, Texas, or the City Manager's designee, has submitted an Issuer Order executed by the President of The Colony Community Development Corporation in accordance with Section 4.01(C)(7) of the Indenture of Trust and Security Agreement relating to the Type B Bonds directing the trustee to transfer ONE MILLION TWO HUNDRED EIGHTY- NINE THOUSAND THREE HUNDRED FORTY-NINE AND 00/100 DOLLARS ($1,289,349.00) to the Type B Reimbursement Account. 3. Following the deposit to the Type B Reimbursement Account described above, the Type B Corporation, subject to the approval of the City Council of the City of The Colony, Texas, approves the following payment from the Type B Reimbursement Account: a. The amount of ONE HUNDRED THIRTY-ONE THOUSAND FIFTEEN AND 72/100 DOLLARS ($131,015.72) to NFM Services, LLC, a Texas limited liability company ("NFM Services"), for reimbursement of all outstanding "NFM Advances" as defined in the Amended and Restated Construction Management Agreement, effective as of November 20, 2012, by and between The Colony Economic Development Corporation and NFM Services (the "Type B Construction Management Agreement") and upon payment of such amount, all outstanding amounts owed to NFM Services to be paid from the Type B Reimbursement Account for NFM Advances, plus interest, shall have been paid in full; and b. The amount of ONE MILLION ONE HUNDRED FIFTY-EIGHT THOUSAND THREE HUNDRED THIRTY-THREE AND 28/100 DOLLARS ($1,158,333.28) to TXFM, Inc., a Texas corporation ("TXFM"), for outstanding Private Funding Obligations as defined and described in the Type A Economic Development Funding Agreement (the "Type B Funding Agreement"), effective as of December 11, 2012, by and between The Colony Economic Development Corporation, LMG Ventures, LLC, a Texas limited liability company ("LMG") and TXFM. Such payment to TXFM is being made subject to the outstanding NFM Advances to be paid from the Type B Reimbursement Account plus interest as reflected in item #1 above being paid in full. EXECUTED THIS ___ DAY OF ______________, 2025. THE COLONY COMMUNITY DEVELOPMENT CORPORATION ___________________________________________ Tim Miller, Assistant City Manager as the City Manager's Designee 107 1775.015\1068013.1 AUTHORIZATION OF ANNUAL PAYMENT FROM THE CITY TAX INCREMENT SUBACCOUNT AND COUNTY TAX INCREMENT SUBACCOUNT OF THE TAX INCREMENT FUND FOR TAX INCREMENT REINVESTMENT ZONE NO. 1 CITY OF THE COLONY, TEXAS 1. As of September 30, 2024, the amount on deposit in the City Tax Increment Subaccount of the Tax Increment Fund was $4,824,093.39 and the amount on deposit in the County Tax Increment Subaccount of the Tax Increment Fund was $1,001,728.30. 2. Subject to the approval of the City Council of the City, the Board of Directors of Tax Increment Reinvestment Zone No. 1 hereby approves the following payments from the City Tax Increment Subaccount and County Tax Increment Subaccount of the Tax Increment Fund in the following order of priority: (a) FIRST, the amount of NINETY THOUSAD AND 00/100 DOLLARS ($90,000.00) to the "City Tax Increment Subaccount - Debt Service Reserve Fund" such that no less than $90,000.00 shall be retained in such City Tax Increment - Subaccount Debt Service Reserve Fund of the City Tax Increment Subaccount of the Tax Increment Fund at all times in accordance with Section 3.4 of that certain First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of Th Colony, Texas, dated November 5, 2025 (the "First Supplement"); and (b) SECOND, the amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) to the "City Tax Increment Subaccount - Capital Project Annual Reserve Fund" in accordance with Section 3.4 of the First Supplement; and (c) THIRD, the amount of FIVE MILLION TWO HUNDRED THIRTY-FIVE THOUSAND EIGHT HUNDRED TWENTY-ONE AND 69/100 DOLLARS ($5,235,821.69) to NFM Services, LLC, a Texas limited liability company ("NFM Services") for reimbursement of TIF Project Costs consisting of outstanding "NFM Advances" as defined in, and in accordance with, that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, between the City of The Colony, Texas, The Colony Local Development Corporation, and NFM Services. EXECUTED THIS ____ DAY OF ___________, 2025. TAX INCREMENT REINVESTMENT ZONE NO. 1, CITY OF THE COLONY, TEXAS ___________________________________________ Tim Miller, Assistant City Manager as the City Manager's Designee 108 1775.015\1068081.1 AUTHORIZATION OF ANNUAL PAYMENT FROM THE CITY TAX INCREMENT SUBACCOUNT AND COUNTY TAX INCREMENT SUBACCOUNT OF THE TAX INCREMENT FUND FOR TAX INCREMENT REINVESTMENT ZONE NO. 1 CITY OF THE COLONY, TEXAS 1. As of September 30, 2024, the amount on deposit in the City Tax Increment Subaccount of the Tax Increment Fund was $4,824,093.39 and the amount on deposit in the County Tax Increment Subaccount of the Tax Increment Fund was $1,001,728.30. 2. Subject to the approval of the City Council of the City, The Colony Local Development Corporation ("LDC") hereby approves the following payments from the City Tax Increment Subaccount and County Tax Increment Subaccount of the Tax Increment Fund in the following order of priority: (a) FIRST, the amount of NINETY THOUSAD AND 00/100 DOLLARS ($90,000.00) to the "City Tax Increment Subaccount - Debt Service Reserve Fund" such that no less than $90,000.00 shall be retained in such City Tax Increment - Subaccount Debt Service Reserve Fund of the City Tax Increment Subaccount of the Tax Increment Fund at all times in accordance with Section 3.4 of that certain First Supplement to Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of Th Colony, Texas, dated November 5, 2025 (the "First Supplement"); and (b) SECOND, the amount of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) to the "City Tax Increment Subaccount - Capital Project Annual Reserve Fund" in accordance with Section 3.4 of the First Supplement; and (c) THIRD, the amount of FIVE MILLION TWO HUNDRED THIRTY-FIVE THOUSAND EIGHT HUNDRED TWENTY-ONE AND 69/100 DOLLARS ($5,235,821.69) to NFM Services, LLC, a Texas limited liability company ("NFM Services") for reimbursement of TIF Project Costs consisting of outstanding "NFM Advances" as defined in, and in accordance with, that certain Amended and Restated Construction Management Agreement, effective as of November 20, 2012, between the City of The Colony, Texas, The Colony Local Development Corporation, and NFM Services. EXECUTED THIS ____ DAY OF ___________, 2025. THE COLONY LOCAL DEVELOPMENT CORPORATION ___________________________________________ Tim Miller, Assistant City Manager as the City Manager's Designee 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 Agenda Item No: 5.3 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Resolution Agenda Section: regular agenda items Suggested Action: Discuss and consider an resolution authorizing and approving The Colony Hotel and Convention Center Chapter 380 Agreement with LMG Ventures, LLC, and documents related thereto. (Council) Background: Attachments: The Colony Hotel and Convention Center Chapter 380 Agreement(1058349.18).doc Res. 2025-xxx Hotel and Convention Center Chapter 380 Agreement.doc 130 Page 1 1775.021\1058349.18 THE COLONY HOTEL AND CONVENTION CENTER CHAPTER 380 AGREEMENT (November 18, 2025) This Chapter 380 Agreement ("Agreement") is entered into by the City of The Colony, Texas (the "City"), a Texas municipal corporation organized as a home rule city under the laws of the State of Texas, and LMG Ventures, LLC, a Nebraska Furniture Mart, Inc. wholly owned subsidiary or its assigns (the "Developer"). RECITALS WHEREAS, all capitalized terms used in this Agreement shall have the meanings ascribed to them in Article I below or as otherwise provided herein; and WHEREAS, to promote economic development within the City of The Colony, Denton County and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare, the City has entered into this Agreement with the Developer; and WHEREAS, the City is eligible for rebates under Subchapter C of Chapter 351, including rebates under Section 351.156, because Subchapter C is applicable to the City pursuant to Section 351.152(41); and WHEREAS, the City is eligible for rebates under Subchapter C of Chapter 351, including rebates under Section 351.157, because Section 351.157 is applicable to the City pursuant to Section 351.157(b)(11-a); and WHEREAS, the Developer intends to transfer to the City the Convention Center Land and the Hotel Land to facilitate the Developer's construction of a regional destination center with hotel and convention center, retail, dining, entertainment, lodging and recreational uses that collectively are projected to attract a large number of visitors annually; and WHEREAS, in exchange for Developer's substantial commitment and investment in the Project, including but not limited to constructing the Project, the City agrees to provid e certain performance-based economic development incentives in order to achieve several objectives of the City, such as acquiring a convention center facility and obtaining an associated hotel, establishing a destination development and entertainment center, expanding and supporting tourism and local commerce, providing significant revenues for services and improvements to the community, expanding and diversifying the City's tax base and local economy, and providing local employment opportunities; and WHEREAS, the Project is proposed to include the Hotel Building, the Convention Center Building, the Connected Development, and the Qualified Establishments and may include other Project components; and WHEREAS, the City and Developer intend for portions of the Project to be a "Qualified Project" under Section 351.151(4) of Chapter 351; and 131 Page 2 1775.021\1058349.18 WHEREAS, the Developer has advised the City that a contributing factor that would induce the Developer to develop the Project would be one or more agreements with the City, supported by funding from State Tax Revenues, to provide performance-based economic development incentives to the Developer as economic incentives and to defray a portion of the costs to be incurred by the Developer as a consequence of developing and constructing the Project; and WHEREAS, on November 15, 2011, the City Council adopted Ordinance No. 2011- 1927, as amended by Ordinance No. 2015-2177 adopted on November 17, 2015, Ordinance No. 2016-2243 adopted on December 6, 2016, Ordinance No. 2019-2352 adopted March 5, 2019, and Ordinance No. 2022-2488 adopted September 6, 2022 (collectively, the "PD Zoning"); and WHEREAS, on November 8, 2011, the City Council adopted Ordinance No. 2011-1926 designating Reinvestment Zone Number One, City of The Colony, Texas (the "TIRZ"); and WHEREAS, on November 15, 2011, the City Council adopted Ordinance No. 2011- 1929 approving the Final Project and Finance Plan for the TIRZ (the "Project and Finance Plan"); and WHEREAS, the City Council has determined (i) that by entering into this Agreement, the construction and acquisition of the Project will further the public interest and welfare, and provide economic benefits that will accrue to the City and (ii) that the terms and conditions of this Agreement are consistent with the City's economic development objectives; and WHEREAS, the City Council has also determined that the Convention Center Building will be constructed and operated for the primary use and benefit of the City; and WHEREAS, the City is authorized by Chapter 380 to establish economic development programs and to provide incentives for economic development and the City is doing so pursuant to this Agreement; and WHEREAS, the City is also authorized to pledge or commit revenues received under Chapter 351 for the payment of contractual obligations, including incentives for a Qualified Project pursuant to a contract authorized by Chapter 380, and the City is doing so pursuant to this Agreement; and WHEREAS, the City has determined that pledging the tax funds received under Subchapter C of Chapter 351 in this Agreement benefits the Hotel Building and the Convention Center Building; and WHEREAS, on November 18, 2025, the City terminated the Project Development Agreement between The Colony Hotel Development Corporation and Matthews Southwest Hospitality, LLC with an effective date of January 19, 2021; and WHEREAS, the City and Developer desire to set forth in this Agreement the terms and conditions for the construction, development, and financing of the Project. 132 Page 3 1775.021\1058349.18 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. All capitalized terms used in this Agreement shall have the meanings ascribed to them in this Article I, or as otherwise provided herein. "Affiliate" means any entity that directly or indirectly controls, is controlled by, is under common control with, under common ownership with, or owned (in whole or in part) by LMG Ventures, LLC, a Texas limited liability company within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. "Agreement" means this Chapter 380 Agreement. "Bankruptcy or Insolvency" means the dissolution or termination of any Party's existence, insolvency, employment of receiver for any part of a 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 proceedings under any bankruptcy or insolvency laws by or against a Party and such proceedings are not dismissed within ninety (90) days after the filing thereof. "Chapter 351" means Chapter 351 of the Texas Tax Code, as amended. "Chapter 380" means Chapter 380 of the Texas Local Government Code, as amended. "City" means the City of The Colony, Texas, a home rule municipal corporation. "City Council" means the city council of the City. "Comptroller Report" means information provided by the State Comptroller of Public Accounts on sales tax generation from the Property and the Project pursuant to a request from the City under Section 321.3022(b) of the Texas Tax Code, as amended, for determining the amount of sales tax paid to the City by the Comptroller for sales generated from the Property and the Project. "Connected Development" means each restaurant, bar, and Retail Establishment along with associated parking and infrastructure connected to the Hotel Building or the Convention Center Building constructed after the City commences the Project that maximizes all such uses under Section 351.156 of Chapter 351. "Connected Development Land" means the approximately eleven (11) acres of the Property generally depicted on Exhibit A to be developed as part of the Qualified Project and located as described by Section 351.151(4)(B) of the Tax Code. 133 Page 4 1775.021\1058349.18 "Convention Center Building" means the existing theater building (and possibly the current F-6 building) within the Grandscape Lifestyle Center to be acquired, remodeled, expanded, or equipped as a City-owned qualified convention center facility with at least 85,000 square feet of continuous meeting space that is configurable to simultaneously accommodate multiple events on City-owned land that meets the requirements of a "qualified convention center facility" under Texas Tax Code Section 351.151(2). "Convention Center Deed" means the deed that will be executed by the Developer to transfer the Convention Center Land to the City, the form of which is attached as Exhibit C-1. "Convention Center Land" means all or a portion of that subdivided parcel of real property upon which the Convention Center Building is to be constructed and operated. "Convention Center Lease" means the lease document whereby the City, as landlord, will lease the Convention Center Land and Convention Center Building to Developer, the form of which is attached as Exhibit B . "Convention Center Lease Memorandum" means the memorandum of lease document that will be executed contemporaneously with the Convention Center Lease and recorded to provide notice of the Convention Center Lease, the form of which is attached to the Convention Center Lease. "Cure Period" shall mean the ninety (90) days (or such longer period of time if such alleged Default is not susceptible to cure in ninety (90) days; provided, that the defaulting Party commences to cure within such 90-day period and diligently pursues such cure to its completion) after receipt of a notice to a defaulting Party of the defaulting Party's failure to timely, fully and completely comply with any one or more terms of this Agreement within which time the defaulting Party shall be permitted to cure the failure and provide the non-defaulting Party with written notice of such cure. A Party who cures the failure and provides the non-defaulting Party with written notice of such cure during the Cure Period shall not be deemed to be in Default of this Agreement. "Default" or "Act of Default" means, after notice and an opportunity to cure, failure to timely, fully, and completely comply with one or more requirements, obligations, performance criteria, duties, terms, or conditions required by this Agreement. Either Party may, in its sole discretion, accept substantial compliance, which is an Act of Default, in lieu of full compliance by waiving such act of default solely by an instrument in writing. "Developer" has the meaning found in the introductory paragraph to this Agreement or its Affiliate. "Effective Date" means November 18, 2025. "Force Majeure Event" has the meaning found in Section 8.3. "Hotel Building" means the building comprising a full-service hotel (and possibly the current F-6 building) within the Grandscape Lifestyle Center to be acquired, leased, constructed, remodeled, expanded, or equipped on City-owned land, connected to or with an exterior wall that 134 Page 5 1775.021\1058349.18 is located not more than 1,000 feet from the nearest exterior wall of the Convention Center Building that meets the requirements of a "qualified hotel" under Texas Tax Code Section 351.151(3). "Hotel Deed" means the deed that will be executed by the Developer to transfer the Hotel Land to the City, the form of which is attached as Exhibit C-2. "Hotel Ground Lease" means the ground lease document whereby the City, as landlord, will lease the Hotel Land to Developer, the form of which is attached as Exhibit D . "Hotel Ground Lease Memorandum" means the memorandum of ground lease document that will be executed contemporaneously and recorded to provide notice of the Hotel Ground Lease, the form of which is attached to the Hotel Ground Lease. "Hotel Land" means all or a portion of that subdivided parcel of real property upon which the Hotel Building is to be constructed and operated. "Parties" means the City and the Developer. "Party" means the City or the Developer. "PD Zoning" has the meaning found in the Recitals. "Period of Entitlement" has the meaning set forth in Section 351.158 of Chapter 351. "Private Letter Rulings" mean one or more rulings by the Texas Comptroller of Public Accounts delivered in the form of a letter confirming: (1) portions of the Project , including the Hotel Building and the Connected Development, are entitled to the state rebates authorized under Chapter 351, and (2) certain materials incorporated into the Convention Center Building are exempt from sales tax collection. "Project" means a qualified hotel and qualified convention center, retail, dining, entertainment, lodging and recreational uses that collectively are projected to attract a large number of visitors annually and includes, but is not limited to, the Hotel Building, the Convention Center Building, and the Connected Development. "Project and Finance Plan" has the meaning found in the Recitals. "Property" means the approximately 13.6 acre portion of real property platted as Lot 3R, Block A, Grandscape Addition Phase II recorded in the Official Records of Denton County, Texas on June 4, 2020, at Document Number 2020-180 commonly known as 5752 Grandscape Blvd. (condominium lot tax identification number 748393DEN) and more particularly described and depicted on Exhibit A. "Qualified Convention Center Facility" has the meaning set forth in Section 351.151(2) of the Texas Tax Code and includes the Convention Center Building. 135 Page 6 1775.021\1058349.18 "Qualified Establishments" has the meaning set forth in Section 351.157 of the Texas Tax Code and includes all restaurants, bars, Retail Establishments and swimming pool and swimming facilities, if such swimming pool and swimming facilities are owned or operated by the qualified hotel, that are (1) located on land owned by the City [Section 351.157(a)(1)(A)], (2) the nearest exterior wall of the qualified establishment is located within 1,000 feet from the nearest exterior wall of the qualified hotel or qualified convention center facility [Section 351.157(a)(2)], (3) constructed after the City commences the qualified project under Chapter 351 [Section 351.157(a)(3)(A)], and (4) is not a sports stadium [Section 351.157(a)(4)]. "Qualified Hotel" has the meaning set forth in Section 351.151(3) of the Texas Tax Code. "Qualified Project" has the meaning set forth in Section 351.151(4) of the Texas Tax Code and includes both the Hotel Building and the Convention Center Building, as well as the Connected Development, that is part of the Project. "Retail Establishment" has the meaning set forth in Section 351.001(12) of the Texas Tax Code and includes any business using 2017 North American Industry Classification System (NAICS) subsector codes 442 (Furniture and Home Furnishings Stores); 443 (Electronics and Appliance Stores); 445 (Food and Beverage Stores); 446 (Health and Personal Care Stores); 448 (Clothing and Clothing Accessories Stores); 451 (Sporting Goods, Hobby, Musical Instrument, and Book Stores); 452 (General Merchandise Stores); or 453 (Miscellaneous Store Retailers) as well as any NAICS subsectors codes that may be added to Section 351.001(12) of the Texas Tax Code by the Texas legislature in the future. "State Tax Revenues" means 100% of the rebates of State sales and use tax and State hotel occupancy tax and State mixed beverage tax generated, paid, and collected by the Qualified Hotel and each restaurant, bar and Retail Establishment located in or connect to the Hotel Building or the Convention Center Building received by the City under Chapter 351, including specifically Section 351.156 and Section 351.157, with respect to the Project. "State" means the State of Texas. "Structured Parking" means the existing Garage 3 commonly known as 4250 Destination Drive that will provide off-street parking for the Hotel Building and the Convention Center Building for no consideration during the term of the Hotel Ground Lease and the Convention Center Lease pursuant to a license and may also provide parking, in part, to the Connected Development. "Term" has the meaning found in Section 9.18. "TIF Fund" means a segregated and dedicated fund established and administered by the City as a repository for the State Tax Revenues restricted to the City's paym ent of incentives to Developer pursuant to Article V of this Agreement all in compliance with Texas Tax Code Chapter 311, including Section 311.014(a). "TIRZ" has the meaning found in the Recitals. 136 Page 7 1775.021\1058349.18 "TIRZ Agreement" means the agreement the form of which is attached as Exhibit E. "TIRZ Board" means the board of directors of Reinvestment Zone Number One, City of The Colony, Texas. ARTICLE II PROPERTY 2.1 Ownership, Operation and Funding of the Project. The Parties agree that it is in their mutual best interest to structure the initial ownership and operation of the Project as described on Exhibit F so that the City may receive the benefits for the Project under Subchapter C of Chapter 351, which benefits will be leveraged by the City as incentives to be provided to Developer in exchange for Developer's substantial commitment to construction of the Project, including the Hotel Building, Convention Center Building, the Connected Development and certain Qualified Establishments pursuant to the terms of this Agreement. The City designated the Hotel Building as a qualified hotel to which Chapter 351 applies. At Developer's option, either before or after substantial completion of construction, but prior to obtaining a certificate of occupancy, Developer shall convey to the City the Hotel Land and the Convention Center Land at no cost using the form of Convention Center Deed attached hereto as Exhibit C-1 and the form of Hotel Deed attached hereto as Exhibit C-2. The Convention Center Land and the Hotel Land may be included in a single platted lot. Transfer of a portion of a lot that includes either the Convention Center Land or the Hotel Land will not be considered an illegal subdivision and the City waives any claim that such a transfer violates the City's subdivision regulations. Contemporaneous with delivery of the Hotel Deed to the City, the City and Developer shall execute the Hotel Ground Lease and execute and record the Hotel Ground Lease Memorandum. Contemporaneous with delivery of the Convention Center Deed to the City, the City and Developer shall execute the Convention Center Lease and execute and record the Convention Center Lease Memorandum. If the Convention Center Land is transferred to the City before substantial completion of construction of the Convention Center Building, then Developer will transfer the Convention Center Building to the City at no cost by separate instrument. Upon transfer of ownership to the City of the Hotel Land, the Convention Center Land and the Convention Center Building, the City has the freedom to dispose of each with existing encumbrances. The Convention Center Building, the Convention Center Land, and the Hotel Land are not subject to a purchase option or other condition that in any way limits the City's ability to sell at will the Convention Center Building, the Convention Center Land or the Hotel Land during the refund, rebate, or payment period of the State Tax Revenues. ARTICLE III ZONING AND DEVELOPMENT 3.1 Zoning. The current PD Zoning is consistent with the plans to develop the Project on the Property. 137 Page 8 1775.021\1058349.18 3.2 City Consent to File Development Applications. To the extent the Developer requires City consent to develop the Project, the City hereby grants such consent, including express authorization, if needed, to file platting, permitting, and other types of development applications for the Hotel Land and the Convention Center Land following their acquisition by the City as necessary for the Project. ARTICLE IV DEVELOPER PERFORMANCE CRITERIA 4.1 Condition Precedent to Developer Performance Obligations. All obligations of Developer are expressly subject to the following conditions precedent: a. The Texas Comptroller of Public Accounts confirms the City is: (1) authorized under Section 351.155(e) of Chapter 351 to pledge or commit tax revenue derived from the Hotel Building and the revenue to which the City is entitled under Section 351.156 and Section 351.157 to the payment of the incentives described in Section 5.2(a) pursuant to this Agreement or, at the City's option, public securities, including incentives related to the Project pursuant to this Agreement, (2) entitled to receive the State Tax Revenues generated from portions of the Project, including the Hotel Building, Convention Center Building, Connected Development, and Qualified Establishments under Subchapter C of Chapter 351, including specifically the tax revenue described in Section 351.156 and Section 351.157, and (3) permitted to use such State Tax Revenues collected under Chapter 351, for the payment of the incentives described in Section 5.2(a) pursuant to this Agreement for the Period of Entitlement under Chapter 351. The City shall take all reasonably appropriate actions, as mutually agreed by the Parties, including requests for Chapter 351 Private Letter Rulings and making appropriate applications to the Texas Comptroller of Public Accounts to receive the benefits under Subchapter C of Chapter 351, to utilize taxable proceeds generated by the Project for the Project and consistent with this Agreement. b. The conditions precedent described in Section 6.1 and Section 6.2. 4.2 Developer Performance Obligations. Developer will receive incentives as described in Article V of this Agreement as consideration for Developer satisfying the following performance obligations: a. Construct or cause to be constructed on the Property the Project, specifically including the Hotel Building, the Convention Center Building and at least 50,000 square feet of Connected Development. b. In compliance with the requirements for a Qualified Project under Subchapter C of Chapter 351, make good faith efforts not to exceed eight (8) months from the date the Texas Comptroller’s office issues a Private Letter Ruling confirming the Qualified Project is eligible for state rebates under Texas Tax Code Section 351.156 and Section 351.157, to (i) locate a developer to construct, or cause to be constructed, the Connected Development and (ii) expend at least $250,000 on pre-construction activities associated with designing and engineering the Connected Development. The Developer 138 Page 9 1775.021\1058349.18 agrees to transfer the Connected Development Land to the selected developer upon terms acceptable to the Developer. c. Convey to the City the Convention Center Building, the Convention Center Land, and the Hotel Land, at no cost to the City, free and clear of all liens, and execute or cause to be executed the Hotel Ground Lease and Convention Center Lease consistent with the terms of Article II of this Agreement, and continuously operate or cause to be operated both the Hotel Building and Convention Center Building throughout the Period of Entitlement. d. Be responsible for all construction costs for vertical and horizontal improvements required to support development of the Project. e. No later than 48 months after the date the Texas Comptroller’s office issues a Private Letter Ruling confirming the Qualified Project is eligible for state rebates under Texas Tax Code Section 351.156 and Section 351.157, open to the public the Hotel Building, the Convention Center Building and at least 50,000 square feet of Connected Development. e. If the Comptroller Report requested by the City does not adequately confirm sales tax collected from the Property, use commercially reasonable efforts to obtain execution by all establishments generating taxable sales from the Project of the Waiver of Sales Tax Confidentiality form attached hereto as Exhibit G, or other similar form required by the Texas Comptroller for the purpose of allowing disclosure of information relating to taxable sales from commercial establishments within the Project or provide to the City a list of all establishments generating sales from the Project by name and tax identification number, if available. ARTICLE V CITY PERFORMANCE CRITERIA 5.1 Condition Precedent to City Performance Obligations. All obligations of City under this Agreement are expressly subject to the following condition precedent: The Texas Comptroller of Public Accounts confirmation that the City is: (1) authorized under Section 351.155(e) of Chapter 351 to pledge or commit tax revenue derived from the Hotel Building and the revenue to which the City is entitled under Section 351.156 and Section 351.157 to the payment of the incentives described in Section 5.2(a) of this Agreement, (2) entitled to receive the State Tax Revenues generated from portions of the Project, including the Hotel Building, the Convention Center Building, the Connected Development, and the Qualified Establishments under Subchapter C of Chapter 351, including specifically the tax revenue described in Section 351.156 and Section 351.157, and (3) permitted to use such State Tax Revenues collected under Chapter 351, for the payment of the incentives described in Section 5.2(a) of this Agreement for the Period of Entitlement under Chapter 351. Developer shall do all things reasonably appropriate to facilitate and support the City's requests, application, and pursuit of the benefits under Subchapter C of Chapter 351. 139 Page 10 1775.021\1058349.18 5.2 City Performance Obligations. As consideration for Developer satisfying the conditions in Article IV of this Agreement the City shall: a. Upon the opening to the public of the Hotel Building and the Convention Center Building, City will commence making the following grant payments to Developer: (i) 100% of the State Tax Revenues from the Convention Center Building and the Hotel Building, including certain Qualified Establishments; and (ii) 70% of the State Tax Revenues from the Connected Development. Grant payments under this Section 5.2(a) are a pledge of revenue under Texas Tax Code Sections 351.155(e) and will continue for the Period of Entitlement. b. Pay the grants described in Section 5.2(a) from the State Tax Revenues. c. Until the grants described in Section 5.2(a) are paid in full, the State Tax Revenues shall be paid by the City to the Developer monthly within thirty (30) days after the end of each calendar month, or within thirty (30) days after the City's receipt thereof, whichever is later. d. Until the grants described in Section 5.2(a), are paid in full, request at least once each year a Comptroller Report for the Project then adjust grant payments consistent with the results of that report. e. Consistent with assigned rights and the fee waivers described in Section 5.6 of that certain Economic Development Agreement effective November 15, 2011, between the City, the Developer and TXFM Inc., the Developer agrees to assign its waiver of applicable impact fees, capital recovery fees, permitting fees, inspection fees, and other development related fees applicable to the initial construction or initial renovation of the Hotel Building, the Convention Center Building, the Connected Development and the Qualified Establishments. The City further agrees to facilitate and expedite the review and approval of required permits, approvals, and authorizations for the Project. 5.3 Sales Tax Exemption Acknowledgement. The City acknowledges that no sales tax is owed on materials incorporated into the Convention Center Building. The City agrees to provide to Developer and their designees a copy of the City's sales tax exemption certificate to be used when purchasing materials incorporated into the Convention Center Building. The City supports sales tax exemption for materials incorporated into the Convention Center Building to the extent such improvements are to be conveyed to the City and primarily used for a public purpose. ARTICLE VI ADDITIONAL RIGHTS AND OBLIGATIONS 6.1 Texas Comptroller Confirmation. As a condition precedent to all obligations of Developer, City agrees to take all reasonably appropriate actions, as mutually agreed by the Parties, to request a Private Letter Ruling and to make appropriate applications to the Texas Comptroller of Public Accounts to receive the benefits under Subchapter C of Chapter 351, and to pledge or commit such revenues for the payment of contractual obligations or, at the City's 140 Page 11 1775.021\1058349.18 option, public securities, including incentives related to the Project pursuant to this Agreement. All obligations of City and all obligations of Developer are expressly subject to the Texas Comptroller's confirmation that the City is: (1) authorized under Section 351.155(e) of Chapter 351 to pledge or commit tax revenue derived from the Hotel Building and the revenue to which the City is entitled under Section 351.156 and Section 351.157 to the payment of the incentives described in Section 5.2(a) pursuant to this Agreement or, at the City's option, public securities, including incentives related to the Project pursuant to this Agreement, (2) entitled to receive the State Tax Revenues generated from portions of the Project, including the Hotel Building, Convention Center Building, the Connected Development, and the Qualified Establishments under Subchapter C of Chapter 351, including specifically the tax revenue described in Section 351.156 and Section 351.157, and (3) permitted to use such State Tax Revenues collected under Chapter 351, for the payment of the incentives described in Section 5.2(a) pursuant to this Agreement for the Period of Entitlement under Chapter 351. Developer hereby agrees to do all things reasonably appropriate to facilitate and support the City's requests, application, and pursuit of the benefits under Subchapter C of Chapter 351. In the event a Private Letter Ruling determines that the portions of the Project that include the Hotel Building, the Convention Center Building, the Connected Development, or any Qualified Establishments are not eligible for tax revenue under Subchapter C of Chapter 351, including certain tax revenue described in Section 351.156 and Section 351.157, the Parties agree, to the extent possible, to rewrite and amend this Agreement to give effect to the intent of the Parties. In addition, in the event a Private Letter Ruling determines that the portions of the Project that include the Hotel Building, the Connected Development, or any Qualified Establishments are not eligible for tax revenue under Subchapter C of Chapter 351, Developer may terminate this Agreement with notice to the City. Provided each party performs in accordance with this Section 6.1, the denial or failure of any request or application shall not be deemed a violation of this Agreement or an Act of Default. 6.2 Tax Increment Reinvestment Zone. On November 8, 2011, the City designated the TIRZ in compliance with Texas Tax Code Section 311.004(a) that includes the Property. On November 15, 2011, the City approved the Project and Finance Plan that includes a grant program. The City acknowledges that Texas Tax Code Section 311.010(g) provides that Chapter 252 of the Texas Local Government Code does not apply to a dedication, pledge, or other use of revenue legally deposited in the TIF Fund for a reinvestment zone under an agreement made pursuant to Texas Tax Code Section 311.010(b), and pursuant to Texas Local Government Code Section 272.001(b)(6), the public notice and bidding requirements of Texas Local Government Code Section 272.001(a) do not apply to the sale of the City's land that is located in a reinvestment zone designated as provided by law and that the municipality d esires to have developed under a project plan adopted by the City for the zone. As a condition precedent to all obligations of Developer, City agrees to take all reasonably appropriate actions to approve the TIRZ Agreement attached as Exhibit E. 6.3 Records. Each Party shall maintain complete books and records showing its compliance with its obligations, its satisfaction of performance criteria for incentives under this Agreement, which books and records shall be deemed complete if kept in accordance with generally acceptable accounting principles. Such books and records shall be available for examination by the duly authorized officers or agents of the inspecting Party during normal business hours upon request made not less than ten (10) business days prior to the date of 141 Page 12 1775.021\1058349.18 such examination. Each Party shall maintain such books and records throughout the term of this Agreement. Each Party shall have the right to an annual audit, upon reasonable notice and, at its own expense, all of the records related to the performance criteria of Article IV and Article V to confirm the performance criteria have been satisfied. Upon written request by a Party not more than once per year, the Party in receipt of the request shall give the requesting Party access to all records controlled by, or in the direct or indirect possession of, the Party (other than records subject to legitimate claims of attorney-client privilege) relating to that Party's compliance with performance criteria or obligations and permit the inspecting Party to review such records in connection with conducting a reasonable audit of such conditions. Any discrepancy in grant payments found in the audit shall be submitted to the audited Party for review and each Party shall make appropriate adjustment in incentive payments during the next payment period. 6.4 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the City Council, and (d) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. ARTICLE VII REPRESENTATIONS, COVENANTS & WARRANTIES 7.1 Developer's Representations, Covenants & Warranties. Developer hereby makes the following representations, covenants, and warranties to the City as of the Effective Date and agrees to timely and fully perform the following obligations and duties. Any knowingly false or substantially misleading material statement contained herein or failure to timely and fully perform as required in this Agreement following notice and an opportunity to cure same as provided in Article VIII below shall be an Act of Default by Developer. a. Developer has been duly formed and is validly existing as a limited liability company under the laws of the State of Texas, and is in good standing in the state of its formation. Developer is registered to transact business in the State of Texas with the Texas Secretary of State, and its right to transact business is active. b. The execution of this Agreement has been duly authorized by Developer, and the person signing this Agreement is duly authorized and lawfully empowered to execute such Agreement and bind Developer, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of Developer's certificate of formation or company agreement, or of any agreement or instrument to which Developer is a party or by which it may be bound. c. Developer has not received notice of any litigation or governmental proceeding that is pending or, to the knowledge of Developer or its officers or employees, 142 Page 13 1775.021\1058349.18 threatened, against or affecting Developer that may result in any material adverse change to Developer. No consent, approval or authorization of or registration or declaration within any governmental authority is required in connection with the execution of this Agreement by Developer or the transactions contemplated hereby, other than from the City, TIRZ Board, and Comptroller. Within thirty (30) days following Developer's notice thereof, Developer shall notify the City of any litigation or governmental proceedings commenced against Developer that may result in any material adverse change to Developer and participate in same to final resolution. d. No statement delivered in writing or to be delivered in writing by Developer to City in connection herewith, or in connection with any transaction contemplated hereby, shall contain any knowingly and materially untrue statement or fail to state any material fact necessary to keep the statements contained therein from being substantially and intentionally misleading. e. There are no bankruptcy proceedings or other proceedings currently pending or contemplated by Developer, and Developer has not been informed of any potential involuntary bankruptcy proceedings. f. Developer shall timely pay all taxes due and owing by it to all taxing authorities having jurisdiction. In addition, Developer shall timely pay all employment, income, franchise, and all other taxes due and owing by it to all local, state, and fed eral entities. g. Developer shall not knowingly compensate in any manner any City officer or employee, with respect to directly or indirectly bringing the parties hereto together, agreement negotiations, the entering into of this Agreement, or the administration of this Agreement, in violation of Texas Penal Code Chapter 36, as amended. In no event will Developer knowingly pay a fee to or in any other manner compensate any City officer or employee, in connection with the acceptance of this Agreement, in violation of Texas Penal Code Chapter 36, as amended. A conviction under Texas Penal Code Chapter 36 shall automatically constitute an Act of Default regardless of whether such Act of Default is cured. 7.2 City's Representations, Warranties & Covenants. The City hereby makes the following representations, covenants, and warranties to Developer and agrees to timely and fully perform the following obligations and duties. Any false or substantially misleading material statement contained herein or failure to timely and fully perform as required in this Agreement following notice and an opportunity to cure same as provided in Article VIII below shall be an Act of Default by the City. a. The City has been duly formed and is validly existing as a municipal corporation under the laws of the State of Texas. b. The execution of this Agreement has been duly authorized by the City, and the person signing this Agreement is duly authorized and lawfully empowered to execute such Agreement and bind the City, said authorization, signing and binding effect 143 Page 14 1775.021\1058349.18 is not in contravention of any law, rule or regulation, or of the provisions of the City's home rule charter or of any agreement or instrument to which the City is a party or by which it may be bound. c. The City has not received notice of any litigation or governmental proceeding that is pending or, to the knowledge of the City or its officers or employees, threatened, against or affecting the City that may result in any material adverse change to the City. No consent, approval or authorization of or registration or declaration within any governmental authority is required in connection with the execution of this Agreement by the City or the transactions contemplated hereby, other than from the City, TIRZ Board, and Comptroller. Within thirty (30) days following the City's notice thereof, the City shall notify Developer of any litigation or governmental proceedings commenced against the City that may result in any material adverse change to the City and participate in same to final resolution. d. No statement delivered or to be delivered by the City to Developer in connection herewith, or in connection with any transaction contemplated hereby, shall knowingly and materially contain any untrue statement or fail to state any material fact necessary to keep the statements contained therein from being substantially and intentionally misleading. e. There are no bankruptcy proceedings or other proceedings currently pending or contemplated by the City, and the City has not been informed of any potential involuntary bankruptcy proceedings. f. The City shall timely and fully comply with all of the terms and conditions of this Agreement, unless terminated as provided herein. g. This Agreement is an economic development agreement executed pursuant to Chapter 380 and satisfies the condition precedent to the City entering into an agreement pursuant to Chapter 351. h. This Agreement is an economic development program authorized under Chapter 380. The City shall timely and fully comply with the requirements of Texas Local Government Code Section 380.004. ARTICLE VIII DEFAULT & REMEDIES 8.1 Notice of Default, Opportunity to Cure. Upon any alleged Act of Default, the non-defaulting Party shall provide the defaulting Party written notice of the defaulting Party's failure to perform, or to timely, fully, and completely satisfy each and every term, requirement, obligation, criteria, duty, condition, and warranty under this Agreement . The notice shall describe the failure with reasonable specificity and provide the defaulting Party the Cure Period, subject to the below provisions. 144 Page 15 1775.021\1058349.18 8.2 Performance Delays. In the event of unforeseeable delays affecting the issuance of Certificates of Completion for the buildings and improvements located on the Property, including but not limited to: (i) delays caused by the City's acts, omissions, delays in issuance of necessary permits, licenses, and approvals, (ii) late addition of or changes to governmental requirements or regulations affecting the Project, or the buildings or improvements situated thereon, or (iii) a Force Majeure Event; and, upon a reasonable showing by Developer that it has within a commercially reasonable time commenced and is diligently and continuously pursuing the correction, removal or abatement of such delays by using commercially reasonable efforts, the City may consent to and excuse any such delays. 8.3 Force Majeure Events. Except as otherwise expressly provided herein, each Party hereto shall be excused from the performance of any obligation due hereunder during th e period of any delay or failure in performing if such delay or failure is caused by conditions beyond that Party's reasonable control (a "Force Majeure Event"). A Force Majeure Event for the purposes of this Agreement shall include, but not be limited to, acts of God; fire; explosion; vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; supplier failures, shortages or breach or delay; restrictive governmental law or regulations (including without limitation quarantine restrictions, governmental office closures or operation limitations, shut-down orders, work-from- home orders, shelter-in-place orders, stay-at-home orders, mandatory isolation orders, and other restrictive guidance and/or recommendations, but only if and to the extent any such regulations, restrictions, or closures actively prohibit the performance of a Party's obligations hereunder); public health emergencies (such as, without limitation, pandemics, epidemics, or other viral outbreaks); unusual weather events; and unusual delays in obtaining City approvals of plats, permits, or other development approvals required to construct and operate the Project. 8.4 Delayed Notice of Default; Non-Waiver. Any delay for any amount of time by the non-defaulting party in providing notice of Default to the defaulting party shall in no event be deemed or constitute an Act of Default or waiver by the non-defaulting Party of such Default, any subsequent Default, or any of the non-defaulting Party's rights and remedies available in law or in equity. However, the applicable Cure Period shall not commence until the non-defaulting Party provides such notice of Default. 8.5 Waiver of Default. Any waiver granted by the non-defaulting Party to the defaulting Party of an Act of Default shall not be deemed or constitute a waiver of any other existing or future Acts of Default by the defaulting Party or of a subsequent Act of Default of the same act or event by the defaulting Party. 8.6 Developer Default; City Remedies. a. In the event of Default by Developer, all performance requirements, obligations, duties, terms, conditions, and warranties of this Agreement remain in full force and effect through the Term of this Agreement unless and until this Agreement is terminated by the City as provided herein. 145 Page 16 1775.021\1058349.18 b. Notwithstanding anything herein to the contrary, City shall have the right to terminate this Agreement if: (i) the Texas Comptroller fails to confirm the City's entitlement to use certain tax revenues, including the State Tax Revenues generated from portions of the Project, including the Hotel Building, the Connected Development, and the Qualified Establishments under Subchapter C of Chapter 351, including specifically the tax revenue described in Section 351.156 and Section 351.157; (ii) Developer fails to convey the Hotel Land, the Convention Center Land, or Convention Center Building to the City as provided in Section 4.2(c); (iii) Developer fails to execute or cause to be executed the Hotel Ground Lease or Convention Center Lease as provided in Section 4.2(c); (iv) Developer fails to operate or cause to be operated the Hotel Building or Convention Center Building throughout the Period of Entitlement, as provided in Section 4.2(c); (v) the Developer fails to locate a developer to construct, or cause to be constructed the Connected Development or Developer fails to transfer the Connected Development Land to the selected developer as provided in Section 4.2(b) of this Agreement; (vi) Developer fails to construct the Connected Development within 48 months of the date the Texas Comptroller provides the Private Letter Ruling described in Section 8.6(b)(i); or (vii) the Developer fails to cure any noticed Default under Section 7.1 after expiration of the applicable Cure Period. In the event this Agreement is terminated pursuant to this subsection, all unperformed City obligations are waived. c. The City's exclusive remedy for any other Default are as follows: If the Hotel Building and the Convention Center Building are not open for business during the Period of Entitlement, the aggregate total amount of City grant payments will be reduced by an amount equal to $100,000 for each month that the Hotel Building and Convention Center Building are not open for business during the Period of Entitlement. 8.7 City Default; Developer Remedies. a. In the event of Default by the City, all performance requirements, obligations, duties, terms, conditions, and warranties of this Agreement remain in full force and effect through the Term of this Agreement unless and until this Agreement is terminated by Developer as provided herein. b. In the event of Default by the City, Developer's remedies against City shall be limited to the actual amount of the incentives to be paid to Developer under this Agreement, the actual amount of the fees paid, reasonable attorney's fees, and costs of court. The City shall not be liable to Developer for any other actual or consequential damages, direct or indirect, or interest for any Act of Default by the City under the terms of this Agreement. It is further specifically agreed that the City shall only be required to pay the amounts payable solely from the State Tax Revenues. c. Notwithstanding anything herein to the contrary, Developer shall have the right to terminate this Agreement and all other agreements contemplated pursuant to this Agreement to which it's a party, if: (i) the City fails to execute the Hotel Ground Lease; (ii) the City fails to execute the Convention Center Lease; (iii) the City elects not to enter into the TIRZ Agreement; (iv) the Texas Comptroller fails to confirm the City's entitlement to use certain tax revenues, including the State Tax Revenues generated from 146 Page 17 1775.021\1058349.18 portions of the Project, including the Hotel Building, the Convention Center Building, the Connected Development or any Qualified Establishments, under Subchapter C of Chapter 351, including specifically the tax revenue described in Section 351.156 and Section 351.157; or (v) the City fails to cure any noticed Default after expiration of the applicable Cure Period. In the event this Agreement is terminated pursuant to this subsection, all unperformed Developer obligations are waived. ARTICLE IX MISCELLANEOUS 9.1 Mutual Assistance. The City and, the Developer will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement, and to aid and assist each other in carrying out such terms and provisions in order to put each other in the same economic condition contemplated by this Agreement regardless of any changes in public policy, the law, or taxes or assessments attributable to the Property. Each Party shall, upon request of the other Party, execute and deliver such further documents and perform such further acts as may reasonably be requested to effectuate the terms of this Agreement and achieve the intent of the Parties. 9.2 Notices. Any notices or other communications required or desired to be given to the other Parties hereto shall be given in writing and delivered by a reputable independent courier service providing proof of delivery, a reputable overnight courier, or if mailed certified first class mail to the following addresses: To City: City of The Colony 6800 Main Street The Colony, Texas 75056 Attn: Troy C. Powell, City Manager Phone: 972-625-1756 With copy to: Brown & Hofmeister, L.L.P. 740 East Campbell Road, Suite 800 Richardson, Texas 75081 Attention: Jeff Moore, City Attorney Phone: 214-747-6100 To Developer: LMG Ventures, LLC 700 South 72nd. Street Omaha, Nebraska 68114 Attention: Ryan Blumkin Phone: 402-392-3270 And to Developer: LMG Ventures, LLC c/o Nebraska Furniture Mart, Inc. 700 South 72nd. Street Omaha, Nebraska 68114 Attention: Vic Padios, General Counsel 147 Page 18 1775.021\1058349.18 Phone: 402-392-3311 With a copy to: Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 Attention: Misty Ventura Phone: 214-328-1101 Either Party may designate a different address at any time upon written notice to the other Party. 9.3 Governing Law and Venue. This Agreement shall be interpreted and the rights of the Parties hereto determined in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereto, and venue shall be in the District Court in Denton County, Texas. 9.4 Compliance with Laws. The City and Developer shall comply in all material respects with all applicable laws in connection with the development and construction of the Project. 9.5 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. This Agreement may be assigned, in whole or in part, to an Affiliate without City consent. This Agreement may be assigned, in whole or in part, to an entity not an Affiliate with City Consent. In the event of any assignment, the assigning party shall provide notice to the other party of the assignment within ten (10) business days thereof. 9.6 Entire Agreement. This Agreement (including the Exhibits hereto) and the other agreements and documents referenced herein constitute the full and entire understanding and agreement of the Parties hereto with regard to Chapter 351 and the State Tax Revenues. Nothing in this Agreement (or any Exhibits to this Agreement) impact or alter the terms of other agreements, including other incentive agreements, between the Parties or related to the Grandscape development. 9.7 Amendment. Except as expressly set forth herein, this Agreement may not be amended or terminated without the written consent of the Parties hereto. 9.8 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor has there been any estoppel to enforce any provision of this Agreement, except by written instrument of the Party charged with such waiver or estoppel. 9.9 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable: (1) such provision shall be deleted and rewritten to the extent necessary for such provision to be legal, valid and enforceable and as similar in terms as possible to the original provision in order to give effect to the intent of the Parties, and (2) the validity, legality and enforceability of the remaining provisions this Agreement shall not in any way be affected or impaired thereby. 148 Page 19 1775.021\1058349.18 9.10 Third-Party Beneficiaries. This Agreement shall not benefit or create any right or cause of action in or on behalf of any third-party beneficiary, or any individual other than the Parties hereto and their permitted assigns. 9.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 9.12 Headings. The headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 9.13 Draftsmanship and Interpretation. This Agreement shall be deemed drafted equally by all Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. In the event of a dispute or disagreement arising under this Agreement, this Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted for or against any party on the ground that such party drafted or caused to be drafted this Agreement. To the extent there is a conflict between this Agreement and the exhibits attached to this Agreement, the terms of this Agreement shall control. 9.14 Time of the Essence. Time is of the essence in the performance of this Agreement. 9.15 Delays or Omissions. Except as otherwise provided herein to the contrary, no delay or omission to exercise any rights, power or remedy inuring to any Party upon any Default of any Party under this Agreement shall impair any such right, power or remedy of such Party not shall it be construed to be a waiver of any such Default, or an acquiescence therein, or of or in any similar Default thereafter occurring; nor shall any waiver of any single Default be deemed a waiver of any Default theretofore or thereafter occurring. All remedies either under this Agreement or by law or otherwise afforded to the Parties shall be cumulative and not alternative. 9.16 No Joint Venture. Nothing contained in this Agreement or any other agreement between the Parties is intended to create a partnership or joint venture between the Parties, and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint either Party as an agent of the other for any purpose whatsoever. Neither Party shall in any way assume any of the liability of the other for acts of the other or obligations of the other. Each Party shall be responsible for any and all suits, demands, costs or actions proximately resulting from its own individual acts or omissions. 9.17 Approvals. This Agreement, including all exhibits attached hereto, is expressly contingent upon the approval by the City Council. 9.18 Term. This Agreement shall become enforceable upon the Effective Date and shall terminate upon expiration of twenty-five (25) years from the date the Hotel Building opens for public occupancy. 9.19 No Waiver of Immunities. Except as otherwise expressly stated herein, the City does not waive, modify, or alter to any extent whatsoever the availability of the defense of 149 Page 20 1775.021\1058349.18 governmental immunity under state or federal law. The City does, however, acknowledge this Agreement is a contract for goods and services enforceable under Texas Local Government Code Chapter 271, Subchapter I. In addition, the City acknowledges the Project is the plan for development of the Property and enforceable under Texas Local Government Code Chapter 245. Nothing in this Agreement is intended to delegate or impair the performance by the City of its governmental functions, and the City waives any claim or defense that any provision of this Agreement is unenforceable on the grounds that it constitutes an impermissible delegation or impairment of the City's performance of its governmental functions. 9.20 Employment of Undocumented Workers. The Developer agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted herein within 120 days after the date the Developer is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. Pursuant to Section 2264.101(c), Texas Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts. 9.21 Public Information. Notwithstanding any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and, to the extent such requirements apply to this Agreement, the Developer agrees that this Agreement may be terminated if the Developer knowingly or intentionally fails to comply with a requirement of that subchapter, if applicable, and the Developer fails to cure the violation on or before the 10th business day after the date the City provides notice to Developer of noncompliance with Subchapter J, Chapter 552. To the extent Section 552.372, Texas Government Code applies to this Agreement, Developer is required to preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to the City for the duration of this Agreement; promptly provide to the City any contracting information related to this Agreement that is in the custody or possession of the Developer on request of the City; and on completion of the Agreement, either provide at no cost to the City all contracting information related to the contract that is in the custody or possession of the entity or preserve the contracting information related to the contract as provided by the records retention requirements applicable to the City. 9.22 Statutory Verifications. The Developer makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended, in entering into this Agreement (the "Verifications"). As used in such Verifications, the Developer understands 'affiliate' to mean an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such Verifications during the term of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything contained in this Agreement to the contrary. 150 Page 21 1775.021\1058349.18 a. Iran, Sudan and Foreign Terrorist Organizations. The Developer represents that neither it nor any of its parent company, wholly- or majority- owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, as amended. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. b. No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, 'boycott Israel,' has the meaning in Section 2271.001, Texas Government Code, by reference to Section 808.001(1), Texas Government Code, and means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. c. No Discrimination Against Fossil Fuel Companies. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning in Section 2276.001(1), Texas Government Code, by reference to Section 809.001, Texas Government Code, and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. d. No Discrimination Against Firearm Entities and Firearm Trade Associations. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification and the following definitions: 151 Page 22 1775.021\1058349.18 i. 'discriminate against a firearm entity or firearm trade association,' has the meaning in Section 2274.001(3), Texas Government Code, and means: (A) with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association; ii. 'firearm entity,' has the meaning in Section 2274.001(6), Texas Government Code, and means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting); and iii. 'firearm trade association,' has the meaning in Section 2274.001(7), Texas Government Code, and means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private 152 Page 23 1775.021\1058349.18 shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. 9.25 Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Developer; and, neither the City nor its consultants have verified such information. SIGNATURES TO FOLLOW ON NEXT PAGES 153 Page 24 1775.021\1058349.18 CITY OF THE COLONY, TEXAS, a Texas municipal corporation By: Troy C. Powell, City Manager 154 Page 25 1775.021\1058349.18 LMG VENTURES, LLC, a Texas limited liability company By: Name: Title: 155 Page 26 1775.021\1058349.18 EXHIBITS Certified Copies of Resolution No. effective November 18, 2025 Exhibit A: Property Description and Depiction Exhibit B: Form of Convention Center Lease Exhibit C -1 : Form of Convention Center Deed Exhibit C -2 : Form of Hotel Deed Exhibit D: Form of Hotel Ground Lease Exhibit E: Form of TIRZ Agreement Exhibit F : Project Ownership, Operation and Funding Exhibit G: Waiver of Sales Tax Confidentiality 156 Exhibit A – Page 1 1775.021\1058349.18 EXHIBIT A Property Description and Depiction 157 Exhibit A – Page 2 1775.021\1058349.18 158 Exhibit B – Page 1 1775.021\1058349.18 EXHIBIT B Form of Convention Center Lease LEASE AGREEMENT between CITY OF THE COLONY, TEXAS and ______________ Dated as of ____________ GRANDSCAPE CONVENTION CENTER THE COLONY, TEXAS 159 Exhibit B - Page 2 1775.021\1058349.18 LEASE AGREEMENT This LEASE AGREEMENT (this "Agreement") is made and entered into as of ________ (the "Effective Date"), between CITY OF THE COLONY, TEXAS, a home rule city and municipal corporation (referred to herein as the "City" or "Landlord"), and __________, a _______________ ("Tenant"). The City and Tenant are sometimes referred to in this Agreement as the "Parties" and each as a "Party". RECITALS WHEREAS, the City has adopted Resolution No. ________________, attached hereto as Exhibit B; and WHEREAS, prior to the Parties' execution of this Agreement, the City and Developer (defined below) entered into that certain Chapter 380 Agreement effective November 18, 2025 (the "Chapter 380 Agreement"); and WHEREAS, the Parties desire to enter into this Agreement, pursuant to which (i) the City leases to Tenant, and Tenant leases from the City, the Leased Premises (as further defined herein) during the Term (as defined below) and agrees to operate the Leased Premises for the benefit of the City as set forth herein. AGREEMENT NOW THEREFORE, in consideration of their mutual promises herein contained, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, each intending to be legally bound, do hereby agree as follows: 1. Definitions. As used in this Agreement, capitalized terms shall have the meanings indicated below unless a different meaning is expressed herein. "Affiliate" of a specified Person means a Person who is directly or indirectly controlling, controlled by, under common control with, under common ownership with, or owned in whole or in part by, the specified Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of the specified Person whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Lease Agreement. "Applicable Law" means any law, statute, ordinance, rule, regulation, order, determination or requirement of any Governmental Authority, including all Environmental Laws. "Assignment" means any sale, transfer, assignment, pledge, mortgage, encumbrance or any other transfer, including transfers as security for obligations, of this Agreement or a Party's rights or obligations under this Agreement. 160 Exhibit B – Page 3 1775.021\1058349.18 "Bankruptcy Proceeding" means any bankruptcy, insolvency, reorganization, composition or similar proceeding under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Austin, Texas are authorized or required by Applicable Law to close. The use of the word "day," instead of "Business Day," means a calendar day. "City" means the City of The Colony, Texas. "Condemnation Action" means a taking by any Governmental Authority (or other Person with power of eminent domain) by exercise of any right of eminent domain. "Condemnation Award" means all sums, amounts or other compensation for the Improvements and Leased Premises payable to the City or Tenant, as applicable, as a result of, or in connection with, any Condemnation Action. "Connecting Structure" means an improved structure that may be constructed (but shall not be required to be constructed) by Tenant or others, if any, which connects the Convention Center Building and the Hotel Building. "Convention Center Building" means that certain building and other Improvements constructed on a portion of the Convention Center Land pursuant to and consistent with the Design Plan (as hereinafter defined), such Convention Center Building shall be operated as a convention center and may be connected to the Hotel Building by the Connecting Structure and the Connecting Structure shall comprise a portion of the Convention Center Building. The Convention Center Building may be connected to the Hotel Building via the Connecting Structure and/or shall be constructed no more than 1,000 feet from the Hotel Building, as measured by the closest exterior wall of the Hotel Building and the closest exterior wall of the Convention Center Building. "Convention Center Land" means that certain land directly beneath the area defined by the outer walls of the Convention Center Building and a Connecting Structure, if any, as more particularly described in Exhibit A-1 excluding any roadways, easements or other facilities which have been dedicated to the City. "Developer" means LMG Ventures, LLC, a Nebraska Furniture Mart, Inc. wholly owned subsidiary or its assigns. "Event" means all conventions, tradeshows, consumer shows, conferences, meetings, exhibitions, banquets, community oriented expositions and other attractions and activities which are conducted at the Leased Premises. "Effective Date" is defined in the introductory paragraph of this Agreement. "Enforcement Action" means, with respect to any Leasehold Mortgage and Leasehold Mortgagee, the occurrence of any of the following events: (A) any judicial or non-judicial foreclosure proceeding, the exercise of any power of sale, the taking of a deed or 161 Exhibit B – Page 4 1775.021\1058349.18 assignment in lieu of foreclosure, the appointment of a receiver, or the taking of any other enforcement action against the Leasehold Estate or any portion thereof or Tenant, including the taking of possession or control of the Leasehold Estate or any portion thereof, (B) any acceleration of, or demand or action taken in order to collect, all or any indebtedness secured by all or any portion of the Leasehold Estate (other than giving o f notices of default and statements of overdue amounts), (C) any exercise of any right or remedy available to Leasehold Mortgagee under any and all loan documents evidencing the debt secured by the Leasehold Estate (collectively, the "Leasehold Loan Documents"), at law, in equity, or otherwise with respect to Tenant or any portion of the Leasehold Estate, other than the giving of notices of default and statements of overdue amounts or (D) any active negotiation (including the exchange of written correspondence regarding the same and the scheduling and subsequent attending of negotiations, whether in person or via telephone) between Tenant and Leasehold Mortgagee with respect to a workout following any default by Tenant under the terms and conditions of the Leasehold Loan Documents; provided, however, that any Enforcement Action shall be deemed to continue for a period of 120 days following final non-appealable judgment of a court of competent jurisdiction or cessation of any of the events or activities identified in subclauses (A) through (D) above. "Environmental Law" means any Applicable Law, including requirements under permits, licenses, consents and approvals of any Governmental Agency, relating to pollution or protection of human health or the environment, including those that relate to emissions, discharges, releases or threatened releases, or the generation, manufacturing, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials. "Expiration Date" means 11:59 p.m. on the day prior to the fifteenth (15th) anniversary of the Rent Commencement Date. "FF&E" means assets consisting of furniture, fixtures, and equipment having a useful life of one year or more that are not part of the structure. FF&E does not include inventory or consumables. "Fee Estate" means the fee title interest held by the City in the Convention Center Land and Convention Center Building. "First Leasehold Mortgagee" means the holder of the Leasehold Mortgage constituting a first lien on the Leasehold Estate. "Force Majeure Event" is defined in Section 15.2. "Foreclosure Event" means a foreclosure, trustee's sale, deed, transfer, assignment or other conveyance in lieu of foreclosure, or other similar exercise of rights or remedies under any Leasehold Mortgage, including the occurrence of any transfer of title to the mortgaged estate by operation of or pursuant to any Bankruptcy Proceeding, in each case whether the transferee is a Leasehold Mortgagee, a party claiming through a Leasehold Mortgagee or a third party. 162 Exhibit B – Page 5 1775.021\1058349.18 "Governmental Authority" means any federal, state or local governmental entity, political subdivision, agency, department, commission, board, bureau, administrative or regulatory body or other instrumentality having jurisdiction over the Premises, Improvements, Leased Premises, or the Parties. "Hazardous Materials" means those materials that are regulated by, or form the basis of liability under, any Environmental Law, including, but not limited to, polychlorinated biphenyls (PCBs), petroleum (including oil, motor oil and gasoline), natural gas (and synthetic gas usable for fuel), asbestos and asbestos containing materials (ACMs), underground storage tanks (USTs), above-ground storage tanks (ASTs), as well as substances, materials or conditions now or in the future defined as "hazardous substances", "pollutants" or "contaminants" in the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), those substances, materials or conditions now or in the future defined as "hazardous waste" in any applicable Environmental Law and any other substance, material or condition that is now or in the future considered hazardous or otherwise subject to any statutory or regulatory requirement governing handling, disposal and/or clean up. "Hotel Building" means the hotel building constructed upon the Hotel Land. "Hotel Land" means the portion of real property owned by the City of The Colony, Texas and subject of the Hotel Lease. "Hotel Lease" means that certain Ground Lease Agreement by and between the City of The Colony, Texas, as Landlord thereunder, and _______________, as Tenant thereunder. "Improvements" means all improvements, structures, buildings and fixtures of any kind whatsoever located within, servicing, or relating to the Convention Center Building, including trade fixtures, equipment, and other property which constitute personal property (such trade fixtures, equipment and other personal property shall be referred to herein as the "FF&E"), whether above or below grade, including buildings, the foundations and footings thereof, utility installations, storage, loading facilities, walkways, driveways, landscaping, signs, site lighting, site grading and earth movement, and all fixtures, plants, apparatus, appliances, furnaces, boilers, machinery, engines, motors, compressors, dynamos, elevators, fittings, piping, connections, conduits, ducts and equipment of every kind and description now or hereafter affixed or attached to any of such buildings, structures or improvements and used or procured for use in connection with the heating, cooling, lighting, plumbing, ventilating, air conditioning, refrigeration, or general operation of any of such buildings, structures or improvements, and any exterior additions, changes or alterations thereto or replacements or substitutions therefor. "Interest Rate" means the one-month LIBOR Rate quoted by U.S. Bank National Association from Reuters Screen LIBOR01 Page or any successor thereto, plus one percent (1%). All interest to be paid pursuant to this Agreement shall be compounded annually. 163 Exhibit B – Page 6 1775.021\1058349.18 "Landlord" means The City of The Colony, Texas, a home rule city and municipal corporation. "Lease Impairment" means any (A) cancellation, amendment, modification, rejection surrender (whether voluntary or otherwise) or termination of this Agreement, including upon a casualty or condemnation affecting the Improvements or the Leased Premises, consent, or affirmative acquiescence, by Tenant to a sale of any property, or interest in any property, under 11 U.S.C. § 363 or otherwise in any Bankruptcy Proceeding by the City, (B) exercise of any right of Tenant to treat this Agreement as terminated under 11 U.S.C. § 365(h)(l)(A)(i) or any comparable provision of law or (C) subordination of this Agreement or the Leasehold Estate to any other estate or interest in the Improvements or the Leased Premises. "Leased Premises" shall mean the Convention Center Building, the Improvements, the FF&E (as hereinafter defined), the Convention Center Land, Convention Center Building, and all of City's right, title and interest, if any, in and to all rights, privileges and easements appurtenant to the Convention Center Building and Convention Center Land now existing or created during the Term of this Agreement. "Leasehold Estate" means Tenant's leasehold estate and all other rights, titles and interests of Tenant arising under this Agreement. "Leasehold Mortgage" means a mortgage, deed of trust, security deed, deed to secure debt or any similar other instrument or agreement constituting a lien upon, or similarly encumbering, the Leasehold Estate held by a Leasehold Mortgagee, as renewed, restated, modified, consolidated, amended, extended or assigned (absolutely or collaterally) from time to time. "Leasehold Mortgagee" means the holder of a Leasehold Mortgage (including any trustee, servicer or administrative agent acting on behalf of the holder or holders of a Leasehold Mortgage). "Liabilities" is defined in Section 11.1. "Mortgagee's Cure" is defined in Section 14.7(E). "Mortgagee's Cure Rights" is defined in Section 14.7(E). "New Agreement" is defined in Section 14.8(A). "New Agreement Delivery Date" is defined in Section 14.8(A). "New Operator" means a Person, including, without limitation, Leasehold Mortgagee or its assignee, nominee or designee, that (A) acquires the Leasehold Estate through a Foreclosure Event or (B) enters into a New Agreement with the City under Section 14.8. "Party" or "Parties" is defined in the introductory paragraph of this Agreement. 164 Exhibit B – Page 7 1775.021\1058349.18 "Person" means any individual, trust, estate, partnership, joint venture, company, corporation, association, limited liability company, or other legal entity, business organization or enterprise. "Personal Default" means any nonmonetary default under this Agreement that is not susceptible to cure by a Leasehold Mortgagee. "Pre-Term" shall mean the period commencing on the first day of the ________(__) month prior to the projected Rent Commencement Date and ending on the day preceding the Rent Commencement Date. "Rent" is defined in Section 3.1. "Rent Commencement Date" means the date on which Tenant opens for business to the public from the Leased Premises. "Structured Parking" means the existing Garage 3 commonly known as 4250 Destination Drive that will provide off-street parking for the Hotel Building for no consideration during the Term pursuant to the Structure Parking License. "Structured Parking License" means the non-exclusive license issued by Developer to the City whereby the Developer, as owner of the Structured Parking and licensor, will license a portion of the Structured Parking to the City (along with the Tenant, its employees, agents, and invitees pursuant to this Agreement), the form of which is attached as Exhibit D . "Tax" means any general or special, ordinary or extraordinary, tax, imposition, assessment, levy, usage fee, excise or similar charge (including any ad valorem or other property taxes), however measured, regardless of the manner of imposition or beneficiary, that is imposed by any Governmental Authority. "Tenant" means _______________, a __________________. "Tenant Default" is defined in Section 9.1. "Tenant's Cure Period Expiration Notice" is defined in Section 14.7. "Term" is defined in Section 2.2. 2. Lease and Grant of Use; Term; Structured Parking License 2.1 Lease and Grant of Use. (A) Lease. Subject to the terms and conditions of this Agreement, the City hereby leases to Tenant, and Tenant hereby leases from the City, the Leased Premises for the duration of the Term. The Parties agree that, during the Term, Tenant is permitted hereunder to use the Leased Premises only for the construction and operation of Convention Center 165 Exhibit B – Page 8 1775.021\1058349.18 Building and the Improvements, including without limitation, permission to perform and engage in the design, development, construction, operation and management of the Convention Center Building and Improvements on the Leased Premises, together with all infrastructure necessary therefor. (B) Development of Leased Premises; Zoning. Tenant may use, improve, develop and occupy the Leased Premises for a convention center as described in the Chapter 380 Agreement along with retail, restaurant and bar uses. Tenant shall comply with the City's development approval processes and all development on the Leased Premises shall be in compliance with City ordinances, development regulations, and City development requirements. 2.2 Term. The term of this Agreement (the "Term") commences on the Rent Commencement Date and expires on the Expiration Date, unless terminated earlier as expressly provided for in this Agreement. Notwithstanding anything herein to the contrary, this Lease shall be effective and in full force as of the Effective Date, and Tenant shall be responsible for the performance of all terms, covenants and conditions contained in this Lease to be performed during any period that the Tenant is in possession of the Premises before the Rent Commencement Date save and except for the payment of any items of Rent. 2.3 Structured Parking License. Throughout the Term, and in consideration of Tenant’s performance of its obligations hereunder, Tenant (and its residents and invitees) shall have the exclusive right to utilize those 449 parking spaces (the “Tenant Spaces”) in the parking garage constructed by Landlord (the “Garage”) as identified in Exhibit A-V hereto and to be constructed by Landlord, which such stalls are to be located in the area depicted on Exhibit A-V hereto (“Tenant’s Parking Stalls”). In all respects, the Tenant’s Spaces shall be reserved for Tenant’s (and its customers/invitees) exclusive use; and shall be constructed and operated by Landlord as segregated by secured access gates from any non-exclusive parking spaces/areas. The Tenant’s Spaces are not considered a part of the Premises, and for purposes of this Lease shall be maintained, repaired and replaced, operated and insured by Landlord (not Tenant) as part of the Common Area. Landlord represents and warrants that it has been assigned the exclusive use of the Tenant’s Parking Stalls pursuant to that certain Assignment of Parking Grandscape Mixed-Use Condominium recorded in Denton County, Texas; and that such stalls are the same stalls referenced above as the Tenant’s Parking Stalls. Landlord expressly acknowledges that Tenant is the “lessee” specifically referenced in Section D of such assignment and accordingly Landlord agrees not to amend, modify or terminate such assignment without the express written consent of Tenant (and its lender). 3. Rent and Other Payments. 3.1 Rent. The total rent to be paid hereunder (the "Rent") shall be paid as follows: 166 Exhibit B – Page 9 1775.021\1058349.18 (A) Prior to the date City's receipt of all funds the City is eligible to receive under Chapter 351, Subchapter C of the Texas Tax Code as outlined in the Chapter 380 Agreement, Tenant shall pay no Rent to the City but shall be solely responsible for the costs Tenant expends on operating and maintaining the Leased Premises as provided herein; and (B) Following the date the City's receipt of all funds the City is eligible to receive under Chapter 351, Subchapter C of the Texas Tax Code as outlined in the Chapter 380 Agreement, Tenant shall make an annual payment to the City at market rate charged for similar facilities, to be reasonably determined by the City not later than sixty (60) days prior to the commencement of the first calendar year for which said Rent shall be payable, and which shall be paid, without demand, deduction, or offset, on the fifth (5th) day of January of each year during the Term of this Agreement. 3.2 Utilities. Tenant shall pay or cause to be paid when due all charges for public or private utility services to or for the Leased Premises during the Term, including without limiting the generality of the foregoing, all charges for heat, light, electricity, water, gas, telephone service, garbage collection and sewage and drainage service. 3.3 Maintenance and Repairs. During the Term of this Lease, Tenant shall maintain the Convention Center Building and the Leased Premises at Tenant's own expense, and Tenant shall keep the Convention Center Building and Leased Premises in good condition and repair. Landlord shall not be required to maintain or repair any portion of the Leased Premises or any improvements located thereon. 4. Taxes; Operations; Capital Repairs; Recordkeeping 4.1 Operations and Management of the Leased Premises. (A) Subject to oversight and approval by the City, such approval not to be unreasonably withheld, conditioned, or delayed and such approval not to be withheld if Tenant's efforts and/or actions to accomplish the activities set forth herein below are consistent with those of other operators of Comparable Facilities (as hereinafter defined), beginning on the Effective Date of this Agreement and continuing throughout the Pre-Term, Tenant shall engage in the following activities: (1) Marketing. Prepare a marketing plan and booking strategies consistent with commercially reasonable practices; develop marketing, sales, and press materials; and help launch and coordinate Event booking marketing and sales. 167 Exhibit B – Page 10 1775.021\1058349.18 (2) Design Plan. Create and develop a Design Plan (as hereinafter defined), that shall be used to guide the interior and exterior design of the Convention Center Building, the Connecting Structure (if any), the Improvements, and Leased Premises, that (i) depicts, with detail, the proposed interior and exterior design of the Convention Center Building, the Improvements, and Leased Premises, (ii) is used in conjunction with the construction of the Convention Center Building, the Improvements, and Leased Premises, and (iii) conforms to any design codes, regulations, or ordinances of the City (the "Design Plan"). The Design Plan shall be submitted to the City and shall be subject to comment and approval by the City, such approval not to be unreasonably withheld, conditioned, or delayed. Landlord and Tenant acknowledge and agree that the Convention Center Building may be connected to the Hotel Building via a Connecting Structure and/or shall be constructed no more than 1,000 feet from the Hotel Building, as measured by the closest exterior wall of the Hotel Building and the closest exterior wall of the Convention Center Building. (3) Operational Requirements. Tenant shall implement strategies for and develop operational plans with respect to the following items: (a) Detailed space and function programs and layout; (b) User services (e.g. electrical and other utility requirements, information technology, in-house services); (c) Facilities for caterers and merchandising (including preferred locations and equipment requirements); (d) Loading, deliveries, and waste and ice/snow removal; (e) Parking and security (day-to-day, Event, "back-door," and exterior); (f) Event staging, rigging, lighting, and sound systems; (g) Storage, "back-of-house" facilities, common areas, and support areas; (h) Sponsorship, advertising, and other revenue opportunities; (i) Marketing and Event booking policies; 168 Exhibit B – Page 11 1775.021\1058349.18 (j) Equipment purchases and rentals; (k) Furniture, fixtures, and movable and fixed equipment; (l) Staffing levels; (m) Housekeeping and maintenance; (n) Mechanical and electrical services; and (o) Public safety, security and communications systems. (4) FF&E. Tenant shall coordinate delivery and installation of all FF&E, including but not limited to: (a) Coordinating delivery times with the construction schedule and preparing final delivery, storage, and installation schedules; (b) Overseeing delivery and installation of all FF&E; and (c) Arranging and reviewing warranties, arranging service agreements, and arranging all preventative maintenance programs. (5) Coordination. Tenant shall coordinate all vendors, trades, caterers, concessionaires, and others as reasonably necessary to facilitate the planning and coordination of the Leased Premises operations. (6) Preparation. To ensure the professional and smooth operation of the Leased Premises in a manner that reflects positively on the City and the Project, as further defined in the Chapter 380 Agreement, Tenant responsibilities in preparation for and after the Rent Commencement Date shall include, but not be limited to: (a) Define job descriptions and develop personnel policies, recruit and train staff, hire and manage any on-site staff as is necessary for operations on its own behalf; (b) Develop user policies, including rental rates and service fees; user policy manuals and user contracts; and user rules and regulations; 169 Exhibit B – Page 12 1775.021\1058349.18 (c) Develop all marketing, press, and sales materials to maximize the success of the Leased Premises; (d) Organize and launch appropriate marketing efforts for advertising, signage, and other sponsorship opportunities; conduct advertising campaigns in trade publications and newspapers; (e) Develop a booking policy for Events at the Leased Premises that specifies rental rates and service fees, as well as booking priorities and scheduling; (f) Develop cash handling procedures and establish charts of accounts and a total accounting system, including payroll, accounts receivable, accounts payable, a general ledger, bank accounts, all consistent with generally accepted accounting principles (GAAP) and the average standard or quality accepted at other comparable recently-completed or recently expanded, first-class public convention center facilities of approximate equal size managed by recognized or experienced private management companies ("Comparable Facilities"); and (g) Develop policies and procedures that conform to the average standard or quality of performance or practice at Comparable Facilities, including in each case adequate internal financial controls, addressing the following operating areas: (i) Event and building security, admissions, and security control; (ii) Change-over of the various spaces; (iii) Crowd management; (iv) Special needs including first aid, services for the disabled, and customer assistance; (v) Janitorial maintenance including pest control and waste removal, and preventative maintenance for all HVAC, mechanical, electrical building systems, and equipment; (vi) Use of outside contractors for electrical and decoration needs, security, casual labor, and other purposes; and 170 Exhibit B – Page 13 1775.021\1058349.18 (vii) Other operational matters customarily addressed in operating policies and procedures at Comparable Facilities. Notwithstanding anything herein to the contrary, in each instance where City approval is required, the City has delegated authority to the City Manager and the City Attorney to grant such approvals. If the approval is denied, the decision of the City Manager and the City Attorney may be appealed to City Council. (B) In consideration for Tenant's rights under this Agreement, Tenant shall be responsible for paying, throughout the Term, all costs necessary to manage and operate the Convention Center Building, the Improvements, and Leased Premises in accordance with this Agreement, including, subject to the terms and conditions of this Agreement, all costs of maintenance, repairs, replacements, renovation, remodeling, removal, alterations, improvements and insurance, as well as all Taxes, with respect to the Convention Center Building, the Improvements, and the Leased Premises. (C) Subject to the terms of this Agreement, Tenant shall be exclusively responsible for the operations and management of the Convention Center Building, the Improvements, and Leased Premises during the Term of this Agreement. Notwithstanding anything to the contrary in this Agreement, operations and management of the Convention Center Building, the Improvements, and the Leased Premises may be performed by (i) Tenant or its Affiliates, (ii) an unrelated third-party management company engaged by Tenant and/or (iii) any other third-party contracted by Tenant to perform such services. 4.2 Tax Matters. (A) Tenant shall be solely responsible for, and shall pay and discharge as and when due, all Taxes, to the extent allocable to the Term, upon or with respect to the Leased Premises and Tenant's possession, operation, management, maintenance, alteration, repair, rebuilding, use or occupancy of, or employment of personnel in, the Improvements or any portion thereof. (B) Tenant shall have the right, at its sole cost and expense, to contest the amount, validity, or applicability, in whole or in part, of any Taxes affecting, against, or attaching to the Leased Premises. The City grants to the Tenant the right to file any and all applications, documents, requests, forms or other required submissions with respect to any Taxes affecting, against, or attaching to the Leased Premises and does hereby appoint the Tenant as the agent of the City for all such actions. 171 Exhibit B – Page 14 1775.021\1058349.18 (C) This Section 4 shall survive the expiration of the Term or termination of this Agreement. 5. Assignment and Subletting 5.1 Covenant Regarding Assignment and Subletting. Tenant shall have the right at any time, and with no limitation as to frequency or number, to assign, in whole or in part, this Agreement or sublet all or any portion of the Leased Premises and all or any portion of the Convention Center Building and/or Improvements with City consent. Tenant shall provide notice to the City of the assignment or sublease within ten (10) business days thereof. 5.2 Covenant Regarding Encumbrances. Tenant, its successors and assigns, shall have the right, with the consent of City, to mortgage, pledge, or otherwise encumber this Lease, the Convention Center Building, the Improvements, the Leasehold Estate, or any other of Tenant's interests herein, in accordance with the requirements of Section 14. 6. Insurance 6.1 Required Insurance. Tenant shall, at its sole expense, unless otherwise agreed by the City in writing, procure and maintain (or cause to be procured and maintained by appropriate contractors or vendors) the following insurance coverage during the Term; provided that nothing herein shall prohibit Tenant from procuring and maintaining additional insurance coverages that Tenant deems desirable: (A) Commercial general liability insurance (CGL) written on an "occurrence" policy form and covering liability for death, bodily injury, personal injury, and property damage with limits of not less than $5,000,000 per occurrence relating, directly or indirectly, to Tenant's business operations, conduct or use or occupancy of the Convention Center Building, Improvements, and/or Leased Premises. Such coverage shall include all activities and operations conducted by any Person on or about the Leased Premises, and any work performed by or on behalf of Tenant at the Leased Premises. Coverage should be as broad as ISO policy form CG 0001, or any replacement thereof that becomes standard in the insurance industry, or an equivalent form reasonably acceptable to the City. (B) Physical property damage insurance covering all real and personal property, excluding personal property paid for by subtenants or paid for by Tenant for which subtenants have reimbursed Tenant, located on or in, or constituting a part of, the Leased Premises, in an amount equal to at least one hundred percent (100%) of the new replacement cost of all such property (or such lesser amount as Landlord may approve in writing). Tenant shall not be required to maintain insurance for earthquake, flood or war risks. 7. Damage or Destruction; Condemnation 172 Exhibit B – Page 15 1775.021\1058349.18 7.1 Damage; Destruction. In the event of damage to, or destruction of, the Improvements, this Agreement shall remain in full force and effect and Tenant, in its sole discretion, may elect to repair and restore the Convention Center Building and/or Improvements. 7.2 Insurance Proceeds. Any insurance proceeds paid under any property insurance for the Convention Center Building and/or Improvements as a result of damage or destruction of any portion of the Convention Center Building and/or Improvements shall be deposited with Tenant or a Leasehold Mortgagee. 7.3 Condemnation. (A) Total Condemnation. In the event of any Condemnation Action, other than a temporary taking, that prevents the use or occupancy of any portion of the Leased Premises necessary for the location or use of the Convention Center Building and/or Improvements (including access to and from the Convention Center Building and/or Improvements) or renders the use or occupancy of the Leased Premises, the Convention Center Building, and/or Improvements no longer suitable for use by Tenant for their intended uses (as reasonably determined by Tenant), then, subject to the rights of any Leasehold Mortgagee under Section 14, Tenant shall have the right to terminate this Agreement by delivering written notice to the City within ninety (90) days after the Condemnation Action becomes final and non-appealable. If this Agreement is so terminated, any such termination shall be without penalty to Tenant or the Cit y. If Tenant terminates this Agreement, it shall not be entitled to a refund of any Rent payments made, or expenses for utilities or maintenance and operation under this Agreement. (B) Partial Condemnation. If Tenant does not have a right to terminate this Agreement as a result of a Condemnation Action or elects not to do so, Tenant, at its option, may, at no cost to City, as promptly as practicable and in any event within twenty-four (24) months after receipt of permits necessary for restoration and repair, repair and restore the Convention Center Building and/or Improvements in a manner and pursuant to specifications approved by Tenant; provided, in no event shall Tenant have an obligation to repair or restore the Improvements in the event the Condemnation Action was instituted or pursued by the City. Notwithstanding anything herein to the contrary, in no event shall Tenant be obligated to expend funds in excess of the award received in connection with the Condemnation Action. (C) Proceedings. To the maximum extent permitted by Applicable Law, Tenant and the City each shall have the right, at its own expense, to appear in any Condemnation Action and to participate in any and all hearings, trials, and appeals relating thereto even if this Agreement has been terminated. The Leasehold Mortgagee shall also be entitled to appear and 173 Exhibit B – Page 16 1775.021\1058349.18 participate in any Condemnation Action and in any and all hearings, trials and appeals relating thereto even if this Agreement has been terminated. Neither Party shall settle or compromise any right of the other Party to receive a Condemnation Award without the prior written consent of the other Party and, with respect to Tenant's rights, the prior written consent of each Leasehold Mortgagee. Subject to the other provisions of this Section 7.3, in any Condemnation Action Tenant shall have the right to assert a claim for any Condemnation Awards for the value of the Convention Center Building and/or Improvements. Tenant and the City shall each have the right to assert a claim for any Condemnation Awards for (x) the loss in value of its rights under this Agreement as if this Agreement had not terminated, and (y) any other damages to which the City or Tenant, as applicable, may be entitled under Applicable Law. City agrees that Tenant or Leasehold Mortgagee shall be entitled to receive any Condemnation Awards received by City in connection with the Leased Premises. 7.4 Survival. This Section 7 survives the expiration or earlier termination of this Agreement, but only insofar as such provisions relate to any damage or destruction of the Improvements (or insurance proceeds therefrom) or Condemnation Action (or Condemnation Award therefrom) that arose prior to the expiration or earlier termination of this Agreement. 8. Representations and Warranties 8.1 Representations and Warranties. The City represents and warrants to the Tenant that: (a) this Agreement is within its authority, (b) it is duly authorized and empowered to enter into this Agreement, (c) this Agreement is enforceable against the City; and (d) all obligations of the City are proprietary, unless otherwise ordered by a court of competent jurisdiction. Tenant represents and warrants to City that it has the requisite authority to enter into this Agreement. Neither Party has incurred or created any liabilities or claims for broker's commissions or finder's fees in connection with the negotiation, execution or delivery of this Agreement. 8.2 "As Is"; No Representations or Warranties. It is understood and agreed that the Leased Premises will be leased and, if applicable, conveyed "as is" with any and all faults and latent and patent defects without any express or implied representation or warranty by the City. Specifically, City disclaims any warranty of suitability that may otherwise arise by operation of law. Tenant accepts the Leased Premises whether suitable or not, and waives the implied warranty of suitability. 8.3 Mutual Covenants. Commencing with the Effective Date, each Party covenants and agrees to the other Party as follows: 174 Exhibit B – Page 17 1775.021\1058349.18 (A) Additional Documents and Approval. Each Party, upon the reasonable request of the other Party, shall execute or cause to be executed any further documents, take any further actions and grant any further approvals as may be reasonably necessary in order to consummate the transactions provided for in this Agreement. (B) Notice of Matters. Should Tenant or the City receive knowledge about any matter that may constitute a breach of any of its representations, warranties or covenants set forth in this Agreement, it shall promptly notify the other Party of the same in writing. 9. Default and Remedies 9.1 Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure, such reasonable time determined based on the nature of the alleged failure, but in no event less than 30 days or more than 90 days after written notice of the alleged failure has been given (subject to Force Majeure Events), provided, however, such 90 day period shall be extended as may be reasonably necessary provided that the such defaulting Party is pursuing a cure with due diligence. In addition, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within five (5) Business Days after it is due. 9.2 Remedies. 9.2.1 If a Party is in default, the aggrieved Party may, at its option and without prejudice to any other right or remedy under this Agreement, including the remedies under Section 9.2.2, seek any relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific performance, mandamus, and injunctive relief. Notwithstanding the foregoing, however, no default under this Agreement shall: (a) entitle the aggrieved Party to terminate this Agreement; (b) entitle City to suspend performance under this Agreement; (c) adversely affect or impair the current or future obligations of the City of The Colony to provide water or sewer service or any other service to the Leased Premises; (d) entitle the aggrieved Party to seek or recover monetary damages of any kind; or (e) reduce the Term of this Agreement. 9.2.2 If the Tenant is in default of Section 3.1 (Rent) the amount of any overdue Rent may be deducted from the payments required to be paid by 175 Exhibit B – Page 18 1775.021\1058349.18 the City of The Colony to Tenant pursuant to the Chapter 380 Agreement. These remedies shall be the exclusive remedy for a Tenant default of the obligations in Section 3.1 (Rent) of this Agreement. 10. Title; Surrender 10.1 Title. Notwithstanding any other provisions of t his Agreement, the Convention Center Building, Improvements erected on the Leased Premises and all alterations, additions, FF&E built, made, or installed by Tenant in, on, under, or to the Convention Center Building and/or Improvements shall be the sole property of Landlord (subject to the terms of this Agreement and any Leasehold Mortgage). The FF&E shall be the sole property of Landlord during the Term hereof; the FF&E shall comprise a portion of the property sold to Tenant. 10.2 Surrender. Upon the expiration of the Term, then Tenant shall, on or before the Expiration Date, peaceably and quietly leave, surrender and yield to the City the Convention Center Building, Improvements, and the Leased Premises. 11. Indemnification 11.1 Tenant. To the extent permitted by Applicable Law, Tenant hereby agrees to defend, hold harmless and indemnify the City from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, whether arising on or off the Leased Premises (hereafter collectively referred to as "Liabilities"), suffered or incurred by City as a result of Tenant's use or operation of the Leased Premises; provided that the foregoing indemnity does not apply to any Liability to the extent caused by (A) the negligence or willful misconduct of the City or its agents, consultants or employees, or (B) any breach by the City of this Agreement. 12. Covenant of Quiet Enjoyment. So long as Tenant performs in all material respects its obligations under this Agreement, the City in its capacity as the ground lessor shall do nothing (other than the acts permitted or required by this Agreement) that will prevent Tenant or its licensees, guests or invitees from peaceably and quietly enjoying, using and occupying the Leased Premises, the Convention Center Building, or Improvements in the manner described in this Agreement, and the City shall (i) defend Tenant's quiet enjoyment, use and occupancy of the Leased Premises, the Convention Center Building, and Improvements in the manner described in this Agreement against the claims of all Persons claiming by, under, or through the City and (ii) not permit any lien, encumbrance, right-of-way, covenant, condition, invalidity or other matter adversely affecting the City's right to possess and use, or its title to, the Leased Premises to diminish, disturb or impair Tenant's and its licensees', guests' and invitees' quiet enjoyment, use and occupancy of the Leased Premises, the Convention Center Building, and Improvements hereunder. Tenant acknowledges, however, that nothing herein shall limit City from acting in its governmental capacity. 13. Estoppel Certificate; Memorandum of Agreement 176 Exhibit B – Page 19 1775.021\1058349.18 13.1 Estoppel Certificate. Each of the Parties shall, upon the reasonable request of the other (or any current or prospective source of financing for the City, Tenant, or any of their Affiliates or any transferee or assignee), and in each case within ten (10) Business Days after the other Party has requested it, and the City through its City Manager or designee may execute and deliver to the appropriate Persons a certificate in recordable form stating: (A) That this Agreement is unmodified and is in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect as modified and stating the modifications or, if this Agreement is not in full force and effect, that such is the case); (B) That, to the knowledge of the Party providing the certificate, there are no defaults by it or the other Party under this Agreement (or specifying each such default as to which it may have knowledge); (C) The Effective Date and the then-current Expiration Date; (D) The date(s) to which any financial obligation of the Party has been paid under this Agreement; (E) To the knowledge of the Party providing the certificate, whether there are any counterclaims against the enforcement of any Party's obligations under this Agreement; and (F) Any other matters reasonably requested. 13.2 Memorandum of Agreement. (A) Recordation. At any time Tenant may cause a memorandum of this Agreement or any amendment hereto to be recorded in the Real Property Records of Denton County, Texas and Tenant shall pay and discharge the costs, fees and taxes in connection therewith. The initial form of such memorandum shall be as set forth in Exhibit C attached hereto, and upon any amendment to this Agreement, the form of any memorandum of amendment shall be subject to the approval of the City (not to be unreasonably withheld, conditioned or delayed) prior to the recordation thereof, and the City shall sign such memorandum when so requested by Tenant. The City Manager is authorized to grant such City approval. (B) Release of Memorandum of Agreement. Tenant shall, at its cost, execute and record a release of any such memorandum within ten (10) Business Days after request by the City to do so, which release shall include language whereby the City and Tenant acknowledges that all Agreement terms have been satisfied and Tenant quitclaims to the City all rights of Tenant in and to the Leased Premises. 14. Leasehold Mortgages 177 Exhibit B – Page 20 1775.021\1058349.18 14.1 Right to Obtain Leasehold Mortgages. Notwithstanding anything to the contrary contained in this Agreement, Tenant shall have the right, without the City's consent, to execute and deliver one or more Leasehold Mortgages encumbering the Leasehold Estate or the direct or indirect ownership interests in Tenant at any time and from time to time; provided, that no such Leasehold Mortgage shall encumber the Fee Estate. The City's interests in the Leased Premises shall be subject and subordinate to any such Leasehold Mortgages, provided, however, no Leasehold Mortgage shall encumber the Fee Estate and the City's interest in the Fee Estate shall remain in priority to that of Tenant or any Leasehold Mortgagee during the Term. Each Leasehold Mortgage shall provide that the Leasehold Mortgagee shall send to the City copies of all notices of material default sent to Tenant in connection with the Leasehold Mortgage or the debt secured thereby, provided that the failure to provide any such notice shall not affect the validity of the notice in any manner. 14.2 Effect of a Leasehold Mortgage. Notwithstanding anything to the contrary in this Agreement, Tenant's making of a Leasehold Mortgage shall not be deemed to constitute an Assignment of the Leasehold Estate, nor shall any Leasehold Mortgagee, as such, or in the exercise of its rights under this Agreement, be deemed to be an assignee or transferee or mortgagee in possession of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume or otherwise be obligated to perform any of Tenant's obligations under this Agreement except when, and then only for so long as, such Leasehold Mortgagee has acquired ownership and possession of the Leasehold Estate pursuant to a Foreclosure Event (as distinct from its rights under this Agreement to cure defaults or exercise Mortgagee's Cure Rights). No Leasehold Mortgagee (or other Person acquiring the Leasehold Estate pursuant to a Foreclosure Event) shall have any liability beyond its interest in this Agreement nor shall Leasehold Mortgagee (or any Person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) be liable under this Agreement unless and until such time as it becomes the owner of the Leasehold Estate. Without further notice to or consent from the City, the City recognizes and agrees that a Leasehold Mortgagee may acquire directly, or may cause its assignee, nominee, or designee to acquire, the Leasehold Estate through a Foreclosure Event and such party shall enjoy all the rights and protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such party were the Leasehold Mortgagee itself. 14.3 Foreclosure; Further Assignment. Notwithstanding anything to the contrary in this Agreement, any Foreclosure Event or any exercise of rights or remedies under any Leasehold Mortgage shall not be deemed to violate this Agreement or require the consent of the City. If a Leasehold Mortgagee or a successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, acquires Tenant's Leasehold Estate following a Foreclosure Event, or if a Leasehold Mortgagee or a successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, enters into a New Agreement, such Leasehold Mortgagee or successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, shall enjoy all of the rights and 178 Exhibit B – Page 21 1775.021\1058349.18 protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such successor, assign or Affiliate were the Leasehold Mortgagee itself and may thereafter assign or transfer this Agreement or such New Agreement without prior notice to or consent of the City; provided, that the assignee or transferee expressly agrees in writing to assume and to perform all of the obligations under this Agreement or such New Agreement, as the case may be, from and after the effective date of such assignment or transfer. No Leasehold Mortgagee (or Person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) shall have any liability beyond its interest in this Agreement nor shall Leasehold Mortgagee (or person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) be liable under this Agreement unless and until such time as it becomes, and then only for so long as it remains, the owner of the Leasehold Estate. 14.4 Notice of Leasehold Mortgages. Promptly after Tenant enters into any Leasehold Mortgage, Tenant or the Leasehold Mortgagee shall deliver to the City a true and correct copy of the Leasehold Mortgage together with written notification specifying the name and address of the Leasehold Mortgagee. The Leasehold Mortgagee identified in such notice or the mortgage filed of record shall be entitled to all the rights and protections of a Leasehold Mortgagee under this Agreement (as against both the City and any successor holder of the Fee Estate). The City agrees to acknowledge to Tenant and such Leasehold Mortgagee the City's receipt of any such materials and, following notification thereof, notice of any Assignment of such Leasehold Mortgage and to confirm that such Leasehold Mortgagee is or will be, upon closing of its financing or its acquisition of an existing Leasehold Mortgage, entitled to all of the rights and protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such successor, assign or Affiliate were the Leasehold Mortgagee itself, in this Agreement, including after any premature termination of this Agreement. If the City has received actual or constructive notice of any Leasehold Mortgage, then such notice shall automatically bind the City's successors and assigns. 14.5 Modifications Required by Leasehold Mortgagee. If, in connection with obtaining, continuing or renewing any financing for which the Leasehold Estate, or the direct or indirect equity interests in Tenant, represents collateral in whole or in part, the Leasehold Mortgagee requires any modifications of this Agreement as a condition to such financing, then the City shall, at Tenant's or such Leasehold Mortgagee's request, promptly consider any such modifications in good faith. If such modifications do not (A) modify the Rent or the Term or (B) lessen the City's rights or increase the City's obligations under this Agreement by more than a de minimis amount in the reasonable judgment of the City, then the City shall execute and deliver to Tenant an amendment to this Agreement to effect such modifications. 14.6 Further Assurances. Upon request by Tenant or by any existing or prospective Leasehold Mortgagee, the City shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to 179 Exhibit B – Page 22 1775.021\1058349.18 further effectuate the terms of this Agreement, including a separate written instrument in recordable form signed and acknowledged by the City setting forth and confirming, directly for the benefit of Leasehold Mortgagee and its successors and assigns, any or all rights of Leasehold Mortgagee; provided, however, that Tenant shall reimburse the City immediately upon demand therefor for any and all reasonable third-party costs or expenses actually incurred by the City in complying with this Section 14.6. 14.7 Protection of Leasehold Mortgagees. Notwithstanding anything to the contrary set forth in this Agreement, if, and only for so long as, any Leasehold Mortgage is in effect, the following shall apply: (A) Lease Impairments. Any Lease Impairment made without Leasehold Mortgagee's prior written consent (or any deemed consent under its Leasehold Mortgage) shall be null, void, and of no further force or effect, and shall not bind Tenant, Leasehold Mortgagee or New Operator. For clarification, this Section 14.7(A) shall be inapplicable during any period that no Leasehold Mortgage is in effect. (B) Copies of Notices. If the City shall give any notice to Tenant under this Agreement, then the City shall at the same time and by the same means give a copy of such notice to any Leasehold Mortgagee. No notice to Tenant shall be effective unless and until such notice has been duly given to Leasehold Mortgagee, provided the City has received notice of such Leasehold Mortgagee pursuant to Section 14.4. No ex ercise of the City's rights and remedies under or termination of this Agreement shall be deemed to have occurred or arisen or be effective unless the City has given like notice to each Leasehold Mortgagee as this Section 14.7(B) requires. Any such notice shall describe in reasonable detail the alleged Tenant default or other event allegedly entitling the City to exercise such rights or remedies. (C) Tenant's Cure Period Expiration Notice. If Tenant is in default under this Agreement and the cure period applicable to Tenant expires without cure of Tenant's default, then the City shall promptly give notice of such fact to any Leasehold Mortgagee known to City, which notice shall describe in reasonable detail Tenant's default ("Tenant's Cure Period Expiration Notice"). (D) Right to Perform Covenants and Agreements. Any Leasehold Mortgagee shall have the right, but not the obligation, to perform any obligation of Tenant under this Agreement and to remedy any default by Tenant. The City shall accept performance by or at the instigation of a Leasehold Mortgagee in fulfillment of Tenant's obligations, for the account of Tenant, and with the same force and effect as if performed by Tenant. No performance by or on behalf of such Leasehold Mortgagee shall cause it to become a "mortgagee in possession" or otherwise cause it to be deemed to 180 Exhibit B – Page 23 1775.021\1058349.18 be in possession of the Improvements or bound by or liable under this Agreement. (E) Notice of Default and Cure Rights. Upon receiving any notice of default, any Leasehold Mortgagee shall have the right within the same cure period granted to Tenant under this Agreement, extended through the date 90 days after such Leasehold Mortgagee shall have received Tenant's Cure Period Expiration Notice within which to take (if any Leasehold Mortgagee so elects; such actions, "Mortgagee's Cure"; and a Leasehold Mortgagee's rights to take such actions, including pursuit of an Enforcement Action, collectively, "Mortgagee's Cure Rights"). (F) During Cure Period. At any time during the cure period (if any) that applies to Tenant, extended through the date that is 120 days after such Leasehold Mortgagee's receipt of Tenant's Cure Period Expiration Notice as to such nonmonetary default, or if no cure period applies to Tenant, then within 120 days after such Leasehold Mortgagee's receipt of notice of such default, such Leasehold Mortgagee shall be entitled to institute proceedings, and (subject to any stay in any Bankruptcy Proceedings affecting Tenant or any injunction, unless such stay or injunction is lifted) provided that from and after the institution of such proceedings, such Leasehold Mortgagee shall diligently prosecute the same to completion, to obtain possession of the Improvements as mortgagee (including possession by a receiver), or acquire directl y, or cause its assignee, nominee, or designee to acquire, the Leasehold Estate through a Foreclosure Event, or foreclose on its pledged collateral, as applicable (the obtaining of such possession or the completion of such acquisition, "Control of the Leased Premises"). (1) Further Cure After Control of Leased Premises. Upon obtaining Control of the Leased Premises (whether before or after expiration of any otherwise applicable cure period), such Leasehold Mortgagee or, in the event the Leasehold Estate is acquired through a Foreclosure Event, such New Operator, shall be required to proceed with reasonable diligence and reasonable continuity to cure such nonmonetary defaults as are then reasonably susceptible of being cured by such Leasehold Mortgage or New Operator (excluding Tenant's Personal Defaults, which Leasehold Mortgagee need not cure), within a reasonable time under the circumstances, but, subject to Force Majeure Events, in no event more than 120 days after Leasehold Mortgagee obtains Control of the Leased Premises. (2) Effect of Cure. Upon the cure of a default by such Leasehold Mortgagee or New Operator, as the case may be, in accordance with this Agreement, this Agreement shall continue in full force and effect as if no default(s) had occurred. Leasehold 181 Exhibit B – Page 24 1775.021\1058349.18 Mortgagee's exercise of Mortgagee's Cure Rights shall not be deemed an assumption of this Agreement in whole or in part. (G) Forbearance by the City. (1) So long as a Leasehold Mortgagee shall be diligently exercising its Mortgagee's Cure Rights, including the commencement and pursuit of an Enforcement Action, within the applicable cure periods set forth above, the City shall not, to the extent permitted under this Agreement, (i) re-enter the Leased Premises to cure the Tenant Event of Default, (ii) bring a proceeding on account of such default to (a) re-enter the Leased Premises to cure the Tenant Event of Default, (b) dispossess Tenant or other occupants of the Leased Premises, (c) terminate the Leasehold Estate, or (d) accelerate payment of Rent or any other amounts payable by Tenant under this Agreement. (2) Nothing in this Section 14 shall, however, be construed to either (i) extend the Term beyond the Expiration Date that would have applied if no default had occurred or (ii) require any Leasehold Mortgagee to cure any Personal Default by Tenant as a condition to preserving this Agreement or to obtaining a New Agreement (but this shall not limit such Leasehold Mortgagee's obligation to seek to obtain Control of the Leased Premises, and thereafter consummate a Foreclosure Event, by way of Mortgagee's Cure Rights, if such Leasehold Mortgagee desires to preclude the City from terminating this Agreement on account of a Personal Default of Tenant). (3) Nothing in this Section 14 shall preclude the City from exercising its rights to sue for damages, specific performance, or other equitable relief (excluding "self-help", dispossession, termination or engagement of new management company). (H) Leasehold Mortgagee's Right to Enter Leased Premises. The City and Tenant authorize each Leasehold Mortgagee to enter the Improvements and the Leased Premises as necessary to affect Mortgagee's Cure and take any action(s) reasonably necessary to effect Mortgagee's Cure without such action being deemed to give Leasehold Mortgagee possession of the Leased Premises. (I) Rights of New Operator Upon Acquiring Control. If any New Operator shall acquire the Leasehold Estate pursuant to a Foreclosure Event and shall continue to exercise Mortgagee's Cure Rights as to any remain ing defaults (other than Personal Defaults, which New Operator need not cure), then any Personal Defaults by Tenant shall no longer be deemed 182 Exhibit B – Page 25 1775.021\1058349.18 defaults and the City shall recognize the rights of such New Operator hereunder as if such New Operator were Tenant. (J) Interaction Between Agreement and Leasehold Mortgage. Tenant's default as mortgagor under a Leasehold Mortgage shall not constitute a default under this Agreement, except to the extent that Tenant's actions or failure to act in and of itself constitutes a breach of this Agreement. The exercise of any rights or remedies of a Leasehold Mortgagee under a Leasehold Mortgage, including the consummation of any Foreclosure Event, shall not constitute a default under this Agreement (except to the extent such actions otherwise constitute a breach of this Agreement). 14.8 First Leasehold Mortgagee's Right to a New Agreement. (A) If this Agreement shall terminate by reason of the City exercising any right it has under this Agreement to terminate, a rejection in Tenant's bankruptcy, or option of Tenant to treat this Agreement as terminated under 11 U.S.C. § 365(h)(l)(A)(i), or any comparable provision of Applicable Law, the City shall promptly give notice of such termination to any Leasehold Mortgagee of which the City has notice. The City shall, upon a First Leasehold Mortgagee's request given within 30 days after such First Leasehold Mortgagee's receipt of such notice, enter into (and if the City fails to do so, shall be deemed to have entered into) a new lease of the Leased Premises effective as of (or retroactively to) the date of the termination of this Agreement, for the remainder of the Term, as if no termination had occurred, with a New Operator on the same terms and provisions of this Agreement, as modified by all rights, options, privileges and obligations of Tenant under this Agreement and the Chapter 380 Agreement, but excluding any requirements that have already been performed or no longer apply (a "New Agreement"); provided, that the First Leasehold Mortgagee shall, at the time of execution and delivery of such New Agreement, (i) pay the City any and all Rent and any other amounts required to be paid by Tenant to the City under this Agreement (determined as if this Agreement had not been terminated), and (ii) cure any nonmonetary defaults (other than Personal Defaults, which First Leasehold Mortgagee need not cure) under this Agreement (determined as if this Agreement had not been terminated) or, if such nonmonetary default is of a nature that it cannot with due diligence be cured upon such execution and delivery, then the First Leasehold Mortgagee shall (x) upon such execution and delivery, advise the City of its intention to take all steps necessary to remedy such nonmonetary default (other than Personal Defaults, which First Leasehold Mortgagee need not cure), and (y) promptly and duly commence the cure of such default and thereafter diligently prosecute to completion the remedy of such default, which completion must be achieved within a reasonable time under the circumstances, subject to Force Majeure Events. In no event, however, shall the New Operator be required to cure a Personal Default of Tenant as 183 Exhibit B – Page 26 1775.021\1058349.18 a condition to obtaining or retaining a New Agreement or otherwise. From the date this Agreement terminates until the date of execution and delivery of any such New Agreement (the "New Agreement Delivery Date"), the City may, at its option, perform maintenance and repair of the Improvements and the Leased Premises; provided, however, the City shall not (1) operate the Leased Premises in an unreasonable manner, (2) take any affirmative action to cancel any license or sublease or accept any cancellation, termination or surrender of a sublease, except due to such licensee's or subtenant's default, or (3) lease any of the Leased Premises except to New Operator. (B) The following additional provisions shall apply to any New Agreement: (1) Form and Priority. Any New Agreement (or, at the City's option, a memorandum thereof) shall be in recordable form. Such New Agreement shall not be subject to any rights, liens, or interests other than permitted exceptions and other exceptions to title existing as of the date of such New Agreement which were not created by the City. (2) Adjustment for Expenses. On the New Agreement Delivery Date, the New Operator shall pay to the City expenses incurred by the City during the period from the termination date of this Agreement to the New Agreement Delivery Date. (3) Assignment of Certain Items. On the New Agreement Delivery Date, the City shall assign to New Operator all of the City's right, title and interest in and to all moneys (including security deposits, insurance proceeds and condemnation awards), if any, then held by, or payable to, the City that Tenant (or Leasehold Mortgagee) would have been entitled to receive but for termination of this Agreement. On the New Agreement Delivery Date, the City shall also transfer to New Operator all sublease and service contracts to the extent assignable by the City. (4) Preservation of Licenses and Subleases. Between the date of the termination of this Agreement and the New Agreement Delivery Date, the City shall not take any affirmative action to cancel any license or sublease or accept any cancellation, termination or surrender of a license or sublease (it being understood that the City shall not be obligated to take any action to keep any licenses or subleases in effect). Any license or sublease which was terminated upon the termination of this Agreement as a matter of law, shall, at New Operator's option, be reinstated upon execution of the New Agreement. 184 Exhibit B – Page 27 1775.021\1058349.18 (5) Separate Instrument. The City hereby agrees, at the request of any Leasehold Mortgagee, to enter into a separate instrument (and memorandum thereof in recordable form) memorializing such Leasehold Mortgagee's rights under this Section 14.8. 14.9 Priority of Leasehold Mortgages. If there is more than one Leasehold Mortgage, then whenever this Agreement provides a Leasehold Mortgagee with the right to consent or approve or exercise any right granted in this Agreement, the exercise or waiver of same by the First Leasehold Mortgagee shall control and be binding upon the holder(s) of all junior Leasehold Mortgages or other holders of debt, such as Mezzanine Lenders. 14.10 Liability of Leasehold Mortgagee. If a New Operator shall acquire Tenant's Leasehold Estate through a Foreclosure Event or a New Agreement shall be granted to a New Operator pursuant to Section 14.8, such New Operator shall be liable for the performance of all of Tenant's covenants under this Agreement or such New Agreement, as the case may be, from and after the effective date of such Foreclosure Event or New Agreement. If (A) the New Operator is a Leasehold Mortgagee or its assignee, nominee or designee, (B) such Leasehold Mortgagee, or its assignee, designee or nominee, as applicable, then assigns this Agreement or the New Agreement to a third-party assignee, and (C) such third- party assignee delivers to the City an agreement under which such assignee assumes and agrees to perform all the terms, covenants, and conditions of this Agreement or such New Agreement, in form reasonably acceptable to the City, the Leasehold Mortgagee, or its assignee, designee or nominee, as applicable, shall be automatically and entirely released and discharged from the performance, covenants, and obligations of the New Operator under this Agreement or the New Agreement, thereafter accruing. 14.11 Casualty and Condemnation Proceeds. If a casualty or a Condemnation Action shall occur with respect to all or any portion of the Improvements and the Leased Premises and restoration is to occur pursuant to the provisions of this Agreement, any insurance proceeds shall be handled in accordance with Section 7. The City understands that Tenant may irrevocably appoint Leasehold Mortgagee as its representative to participate in any settlement regarding, and with regard to, the disposition and application of said insurance proceeds or Condemnation Awards. The City will recognize and deal with Leasehold Mortgagee for such purposes. The City hereby acknowledges that no election by Tenant not to restore in the event of a casualty or Condemnation Action shall be effective unless Leasehold Mortgagee's consent has been granted to such election. 14.12 Mezzanine Lenders as Leasehold Mortgagees. The Parties agree that each lender under a Mezzanine Financing (as hereinafter defined) (each such lender, a "Mezzanine Lender") is intended to and shall be entitled to substantially the same protections and rights set forth in this Section 14 as provided to a Leasehold Mortgagee, modified as appropriate to reflect the nature of the limited liability company or limited partnership interest or stock pledge, as applicable, in favor of 185 Exhibit B – Page 28 1775.021\1058349.18 each such Mezzanine Lender, mutatis mutandis. If requested by Tenant in connection with a Mezzanine Financing, the Parties agree to negotiate, in good faith and with due diligence, an amendment to this Agreement or a separate agreement, containing commercially reasonable terms and conditions in order to specifically reflect such protections and rights set forth in this Section 14 as applicable to a Mezzanine Lender. Tenant shall be responsible for the out -of- pocket costs and expenses of the City's participation in such negotiations, including reasonable attorney's fees. As used herein, a "Mezzanine Financing" means a financing transaction which is secured by, inter alia, a pledge or collateral assignment of any or all of the limited liability company or limited partnership interests or the corporate stock of Tenant (or any entity holding a direct or indirect interest in Tenant), as applicable, either together with or in lieu of a Leasehold Mortgage (provided that if the same lender holds both a Leasehold Mortgage and such a pledge or collateral assignment, such lender shall be a Leasehold Mortgagee, and such financing transaction shall be a Leasehold Mortgage, hereunder). 14.13 Rights of City. Notwithstanding anything contained herein to the contrary, any Leasehold Mortgage executed by Tenant shall comply with the following requirements: (A) the Leasehold Mortgage and all rights acquired thereunder shall be subject to each and all of the covenants, conditions, restrictions and provisions set forth in this Ground Lease, and to all rights of City hereunder; and (B) no Leasehold Mortgage shall encumber any interest in real property other than Tenant's Leasehold Estate, or secure debt which is not utilized for the purpose of constructing, operating, or maintaining the Improvements. 15. Miscellaneous 15.1 Notices. Any notices or other communications required or desired to be given to the other Parties hereto shall be given in writing and delivered by a reputable independent courier service providing proof of delivery, a reputable overnight courier, or if mailed certified first class mail to the following addresses: If to City: City of The Colony 6800 Main Street The Colony, Texas 75056 Attn: Troy C. Powell, City Manager Phone: 972-625-1756 With copy to: Brown & Hofmeister, L.L.P. 186 Exhibit B – Page 29 1775.021\1058349.18 740 East Campbell Road, Suite 800 Richardson, Texas 75081 Attention: Jeff Moore, City Attorney Phone: 214-747-610 If to Tenant: ____________________ c/o Nebraska Furniture Mart, Inc. 700 S. 72nd Street Omaha, Nebraska 68114 Attn: Ryan Blumkin With a copy to: ____________________ c/o Nebraska Furniture Mart, Inc. 700 S. 72nd Street Omaha, Nebraska 68114 Attn: General Counsel And to: Kuckelman Torline Kirkland 10740 Nall Ave., Ste. 250 Overland Park, Kansas 66211 Attn: James Kirkland Phone: 913-948-8614 Either Party may designate a different address at any time upon written notice to the other Party. 15.2 Force Majeure. Except as otherwise expressly provided herein, each Party hereto shall be excused from the performance of any obligation due hereunder during the period of any delay or failure in performing if such delay or failure is caused by conditions beyond that Party's reasonable control (a "Force Majeure Event"). A Force Majeure Event for the purposes of this Agreement shall include, but not be limited to, acts of God; fire; explosion; vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; supplier failures, shortages or breach or delay; restrictive governmental law or regulations (including without limitation quarantine restrictions, governmental office closures or operation limitations, shut-down orders, work-from-home orders, shelter-in-place orders, stay-at-home orders, mandatory isolation orders, and other restrictive guidance and/or recommendations, but only if and to the extent any such regulations, restrictions, or closures actively prohibit the performance of a Part y's obligations hereunder); public health emergencies (such as, without limitation, pandemics, epidemics, or other viral outbreaks); unusual weather events; and unusual delays in obtaining 187 Exhibit B – Page 30 1775.021\1058349.18 City approvals of plats, permits, or other development approvals required to construct and operate the Project. 15.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable: (1) such provision shall be deleted and rewritten to the extent necessary for such provision to be legal, valid and enforceable and as similar in terms as possible to the original provision in order to give effect to the intent of the Parties, and (2) the validity, legality and enforceability of the remaining provisions this Agreement shall not in any way be affected or impaired thereby. 15.4 Time of the Essence. Time is of the essence in the performance of this Agreement. 15.5 Binding Effect; Amendments. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. The execution of this Agreement has been duly authorized by Tenant, and the person signing this Agreement is duly authorized and lawfully empowered to execute such Agreement and bind Tenant, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of Tenant's certificate of formation or company agreement, or of any agreement or instrument to which Tenant is a party or by which it may be bound. The execution of this Agreement has been duly authorized by the City, and the person signing this Agreement is duly authorized and lawfully empowered to execute such Agreement and bind the City, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of the City's home rule charter or of any agreement or instrument to which the City is a party or by which it may be bound. Except as expressly set forth herein, this Agreement may not be amended or terminated without the written consent of the Parties hereto. 15.6 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor has there been any estoppel to enforce any provision of this Agreement, except by written instrument of the Party charged with such waiver or estoppel. 15.7 Interpretation. This Agreement shall be deemed drafted equally by all Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. In the event of a dispute or disagreement arising under this Agreement, this Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted for or against any party on the ground that such party drafted or caused to be drafted this Agreement. To the extent there is a conflict between the terms of this Agreement and the Chapter 380 Agreement, the terms of the Chapter 380 Agreement shall control. 188 Exhibit B – Page 31 1775.021\1058349.18 15.8 Entire Agreement. This Agreement (including the Exhibits hereto) and the Chapter 380 Agreement (including the Exhibits thereto) and the other agreements and documents referenced herein constitute the full and entire understanding and agreement of the Parties hereto with regard to the subject matter hereof and thereof and supersede any prior or contemporaneous agreement or understanding among the Parties. 15.9 No Joint Venture. Nothing contained in this Agreement or any other agreement between the Parties is intended to create a partnership or joint venture between the Parties, and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint either Party as an agent of the other for any purpose whatsoever. Neither Party shall in any way assume any of the liability of the other for acts of the other or obligations of the other. Each Party shall be responsible for any and all suits, demands, costs or actions proximately resulting from its own individual acts or omissions. 15.10 No Third-Party Beneficiaries. Except for the rights of a Leasehold Mortgagee and a Mezzanine Lender provided herein, and as otherwise specifically provided in this Agreement, this Agreement shall not benefit or create any right or cause of action in or on behalf of any third-party beneficiary, or any individual other than the Parties hereto and their permitted assigns. 15.11 Attorneys' Fees. Except as otherwise expressly stated herein, the Parties shall bear their own costs and attorneys' fees incurred in connection with this Agreement. 15.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 15.13 Applicable Law. This Agreement shall be interpreted and the rights of the Parties hereto determined in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereto, and venue shall be in the District Court in Denton County, Texas. 15.14 Interest. Except as otherwise expressly set forth in this Agreement, any payment required under this Agreement that is not timely made shall bear interest at the Interest Rate from the due date until paid in full. 15.15 Paragraph Headings. The paragraph headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 15.16 Survival. This Section 15 shall survive the expiration of the Term or termination of this Agreement. 189 Exhibit B – Page 32 1775.021\1058349.18 15.17 Hazardous Materials. Tenant shall not use, generate, manufacture, refine, produce process, store or dispose of any Hazardous Materials in, on, under or about the Convention Center Land, except in strict compliance with all Applicable Laws. [signature page follows] 190 Exhibit B – Page 33 1775.021\1058349.18 IN WITNESS WHEREOF, the Parties have entered in this Agreement as of the day and year first above written. CITY: TENANT: CITY OF THE COLONY, TEXAS a home rule city and municipal corporation ____________________________ _____________________________ By: Name: Troy C. Powell Title: City Manager By: Name: Title: 191 Exhibit B – Page 34 1775.021\1058349.18 EXHIBIT A-1 PROPERTY DESCRIPTION THAT CERTAIN REAL PROPERTY DIRECTLY BENEATH THE AREA DEFINED BY THE OUTER WALLS OF THE CONVENTION CENTER BUILDING AND ANY CONNECTING STRUCTURE CONSTRUCTED PURSUANT TO THE DESIGN PLAN AND THE TERMS OF THE LEASE 192 Exhibit B – Page 35 1775.021\1058349.18 EXHIBIT B AUTHORIZING RESOLUTION 193 Exhibit B – Page 36 1775.021\1058349.18 EXHIBIT C FORM OF MEMORANDUM OF LEASE MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is made as of ___________, by and between the CITY OF THE COLONY, TEXAS, a Texas home-rule municipality (collectively, "Landlord") and ______________, a ________ ("Tenant"). Pursuant to that certain Lease Agreement by and between Landlord and Tenant dated as of ____________, (the "Lease"), Landlord has leased to Tenant the premises described in the Lease and legally described in Exhibit A attached hereto and incorporated herein by reference. Capitalized terms used but not defined herein shall have the meaning given them in the Lease. All the terms, conditions, covenants and agreements in the Lease are incorporated into this Memorandum of Lease with the same force and effect as if they were fully recited herein. The term of the Lease is fifteen (15) years from and after the Rent Commencement Date (as defined in the Lease) unless sooner terminated or extended as provided in the Lease. In the event of a conflict between the terms and conditions of this Memorandum of Lease and the terms and conditions of the Lease, the terms and conditions of the Lease shall prevail. This Memorandum of Lease may be executed in counterparts. Electronic, facsimile or photocopied signatures shall be considered as valid signatures. 194 Exhibit B – Page 37 1775.021\1058349.18 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first set forth above. "TENANT" By: Name: Title: "LANDLORD" CITY OF THE COLONY, TEXAS Troy C. Powell, City Manager ATTEST: Tina Stewart, City Secretary APPROVED AS TO FORM: _________________________________ Jeffrey L. Moore, City Attorney 195 Exhibit B – Page 38 1775.021\1058349.18 EXHIBIT A TO MEMORANDUM OF LEASE THAT CERTAIN REAL PROPERTY DIRECTLY BENEATH THE AREA DEFINED BY THE OUTER WALLS OF THE CONVENTION CENTER BUILDING AND ANY CONNECTING STRUCTURE CONSTRUCTED PURSUANT TO THE DESIGN PLAN AND THE TERMS OF THE LEASE 196 Exhibit B – Page 39 1775.021\1058349.18 EXHIBIT D FORM OF STRUCTURED PARKING LICENSE THIS LICENSE is made as of _______________, by and between LMG VENTURES, LLC, a Texas limited liability company (“Licensor”), and CITY OF THE COLONY, TEXAS, a Texas municipal corporation organized as a home rule city under the laws of the State of Texas, or its assigns (“Licensee”). IN CONSIDERATION of the mutual covenants herein contained, the parties hereto agree as follows: 1. LICENSE. Licensor hereby grants to Licensee a non-exclusive license to use those portions of the existing Garage 3 commonly known as 4250 Destination Drive (the “Structured Parking”) which are not reserved for the exclusive use of third parties, such Structured Parking is generally depicted on Exhibit A (attached hereto) (the “Licensed Area”) in accordance with the terms of this Agreement. Licensor and Licensee acknowledge and agree that the license granted herein shall grant the customers, patrons, and invitees of the hotel and convention center being developed by an affiliate or assign(s) of Licensor on real property owned by Licensee the non-exclusive right to access and park within the Licensed Area. 2. TERM. The term of this Agreement shall begin on _______________ and shall expire on ____________ (the “Term”). 3. USE. Licensee shall use the Licensed Area solely for the purpose of customer parking related to the hotel and convention center being developed on adjacent property and for no other purpose (the “Use”). 4. COMPLIANCE WITH LAW, RULES, LIENS. (A) Licensee shall obey all laws, ordinances and regulations affecting the Licensed Area in connection with the Use. (B) Licensee agrees to comply with and observe the rules and regulations from time to time promulgated by Licensor with respect to the Licensed Area, so long as such rules and regulations do not impede or interfere with Licensee’s Use of the Licensed Area. (C) Licensee shall not suffer any mechanic’s liens or materialmen’s lien to be filed against the Licensed Area or the surrounding or adjacent property. 5. ALTERATIONS. Licensee shall not make any alterations to the Licensed Area. 6. ASSIGNMENT. Licensee, without the prior written consent of Licensor, shall have the right to assign and transfer this Agreement and the license relating to the Licensed Area to an affiliated company/entity, including the party developing, constructing, leasing, or operating the hotel and convention center being developed on the adjacent property. 197 Exhibit B – Page 40 1775.021\1058349.18 7. SURRENDER. On the last day of the Term or on the sooner termination thereof, Licensee shall peaceably surrender the Licensed Area. 8. APPLICABLE LAW; CONSENT TO VENUE. The laws of the State of Texas shall govern the validity, performance and enforcement of this Agreement. Licensee further agrees that any action brought in connection with this Agreement shall be maintained in any court of competent jurisdiction in the County in which the Licensed Area is located. 9. MODIFICATIONS. This Agreement may be modified only in writing signed by both Licensor and Licensee. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date first above written. Licensor: LMG VENTURES, LLC, Name: ______________________________ Title: ______________________________ Date: ______________________________ Licensee: CITY OF THE COLONY, TEXAS, By: _________________________________ Name: ______________________________ Title:________________________________ 198 Exhibit C-1 – Page 1 1775.021\1058349.18 EXHIBIT C-1 Form of Convention Center Deed DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DENTON § SPECIAL WARRANTY DEED This Special Warranty Deed (this "Deed") is executed and delivered effective as of the day of , 20___ (the "Effective Date") by LMG VENTURES, LLC, a Texas limited liability company ("Grantor"), whose address is c/o Nebraska Furniture Mart, Inc., 700 South 72nd Street, Omaha, Nebraska 68114, Attention: Ryan Blumkin, for the benefit of CITY OF THE COLONY, TEXAS ("Grantee"), whose address is 6800 Main Street, The Colony, Texas 75056, Attention: City Manager. In consideration of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor, Grantor does hereby GRANT, SELL, AND CONVEY unto Grantee that certain real property situated in Denton County, Texas and described in Exhibit A attached hereto and made a part hereof for all purposes, together with all improvements and fixtures located thereon, if any (collectively, the "Property") and, without warranty, all right, title and interest of Grantor, if any, in and to the rights, privileges, hereditaments, and appurtenances pertaining to the Property. This conveyance is made and accepted subject to all matters set forth on Exhibit B attached hereto (the foregoing collectively, the "Permitted Exceptions") and Grantor's rights, including the repurchase right (the "Repurchase Right"), as more particularly described on Exhibit C attached hereto and made a part hereof for all purposes. Grantor reserves exclusive easements on, over, across, upon, through and under the Property for all lawful purposes related to the construction, use, occupancy, maintenance, and repair of the Connected Development, as defined in that certain Chapter 380 Agreement between Grantor and Grantee (the "Connected Development"), including, but not limited to, easements for: site work including, but not limited to, grading, erosion control, wetlands mitigation, and flood plain reclamation; water facilities; sanitary sewer facilities; gas and electric facilities fiber optics and similar facilities; drainage facilities, including storm water detention and retention facilities; street and roadway facilities; structured and surface parking; areas for loading, unloading, and storage; areas for vehicular ingress, egress, 199 Exhibit C-1 – Page 2 1775.021\1058349.18 maneuvering and circulation; traffic signalization; mass transit facilities; pedestrian oriented areas and improvements including, but not limited to, sidewalks, walkways, parks, and trails; areas for civic and promotional events; landscaping; irrigation; lighting; signage; and other public and franchise utilities and utility relocations for the benefit of the Project described in the Chapter 380 Agreement and on Exhibit D attached hereto and incorporated herein by reference (the "Benefitted Estate"). It is the express intent of both Grantor and Grantee that the foregoing easements reserved by Grantor for the benefit of the Benefitted Estate shall be perpetual and shall not be subject to the merger doctrine. Common ownership of the Property and Benefitted Estate (or any portion of either) now or at any time in the future by any person or entity will not be deemed a merger, so as to abrogate, vitiate, impair, waive, release, extinguish or otherwise invalidate the foregoing easements reserved by Grantor in whole or in part. The foregoing notwithstanding, Grantee will take possession of the Property on ____________, subject to the Permitted Exceptions. Use of the Property by Grantee is limited to the construction and operation of a convention center and facilities ancillary to such convention center. The covenants, conditions, limitations, and restrictions set forth in this paragraph are hereby declared and imposed as covenants running with the land constituting the Property. TO HAVE AND TO HOLD the Property unto Grantee, Grantee's heirs, executors, administrators, successors, and assigns, and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND, all and singular, the Property unto Grantee, Grantee's heirs, executors, administrators, successors, and assigns, against every person whomsoever lawfully claiming, or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise, subject, however, to the Permitted Exceptions and the Repurchase Right. Grantor hereby conveys the Property to Grantee, and by its acceptance hereof Grantee hereby accepts the Property, in its present condition "As Is", "Where Is" and "With All Faults" basis. The Property is sold in its present condition, AS IS and no warranties, express or implied, are made or inferred by virtue of this conveyance. Ad valorem taxes for the current year having been prorated between the parties hereto, Grantee hereby assumes liability for the payment thereof for the current year and for subsequent years. [SIGNATURE PAGES IMMEDIATELY FOLLOW] 200 Exhibit C-1 – Page 3 1775.021\1058349.18 Executed to be effective as of the Effective Date. GRANTOR: LMG VENTURES, LLC, a Texas limited liability company By: Name: _______________________________, Title: _______________________________, THE STATE OF NEBRASKA § § COUNTY OF DOUGLAS § BEFORE ME, the undersigned, notary public in and for the State of Nebraska, on this day personally appeared _______________________________ the _______________________, of LMG VENTURES, LLC, a Texas limited liability company, and, being known to me as the person whose name is subscribed to the foregoing instrument, acknowledged to me that such person executed the same for the purposes and consideration therein expressed and on behalf of said limited liability company. Given under my hand and seal of office this ____ day of , 202_. Notary Public in and for the State of Nebraska 201 Exhibit C-1 – Page 4 1775.021\1058349.18 Executed to be effective as of the Effective Date. GRANTEE: CITY OF THE COLONY, TEXAS, a Texas municipal corporation By: Troy C. Powell, City Manager THE STATE OF TEXAS § § COUNTY OF DENTON § BEFORE ME, the undersigned, notary public in and for the State of Texas, on this day personally appeared Troy C. Powell, the City Manager of the City of The Colony, Texas, a Texas municipal corporation, and, being known to me as the person whose name is subscribed to the foregoing instrument, acknowledged to me that such person executed the same for the purposes and consideration therein expressed and on behalf of said limited liability company. Given under my hand and seal of office this ____ day of , 20___. Notary Public in and for the State of Texas 202 Exhibit C-1 – Page 5 1775.021\1058349.18 Exhibit A Description of the Convention Center Land THAT CERTAIN REAL PROPERTY DIRECTLY BENEATH THE AREA DEFINED BY THE OUTER WALLS OF THE BUILDING TO BE CONSTRUCTED ON THE PROPERTY AND OPERATED AS A CONVENTION CENTER (THE "CONVENTION CENTER BUILDING") AND ANY STRUCTURE CONNECTING THE CONVENTION CENTER BUILDING TO THE BUILDING COMPRISING A HOTEL ON ADJACENT REAL PROPERTY (THE "CONNECTING STRUCTURE"), IF ANY. 203 Exhibit C-1 – Page 6 1775.021\1058349.18 Exhibit B Permitted Exceptions 204 Exhibit C-1 – Page 7 1775.021\1058349.18 Exhibit C Repurchase Right As of the Effective Date of this Deed, Grantor has conveyed the Property to Grantee subject to this reservation of rights. 1. Subject to the terms and conditions set forth below, Grantor reserves, and Grantor shall have the right and option, but not the obligation, to repurchase the Property as described in this Exhibit C: (a) At any time after the expiration of Grantee receiving b enefits under Texas Tax Code, Chapter 351, Subchapter C, as more specifically addressed in that certain Chapter 380 Agreement by and between Grantee and Grantor effective November 18, 2025 (the "MDA"), or at any time within six (6) months of the expiration of the leasehold rights granted to Grantor under the MDA, Grantor shall have the right and option to repurchase the Property (the "Repurchase Right"). In order to exercise the Repurchase Right, Grantor must deliver written notice to Grantee (the "Repurchase Exercise Notice") within the time periods described above, with the closing to be held on a date designated by Grantor, and approved by Grantee, no later than one hundred twenty (120) days after the Repurchase Exercise Notice is delivered. (b) If Grantor exercises the Repurchase Right, Grantee shall re-convey the Property (for purposes hereof, the term "Property" shall include any and all buildings, structures, furniture, fixtures, equipment, personal property, and all other improvements located thereon and/or therein at the time of Grantor's Repurchase Exercise Notice), to Grantor by special warranty deed free and clear of all liens and encumbrances created after the date of Grantee's receipt of the Repurchase Exercise Notice, except the lien for ad valorem taxes shall be limited to the year of re-conveyance. Grantee agrees to execute any additional documentation reasonably necessary to accomplish the purposes set forth herein, including without limitation the execution of a bill of sale for any personal property. Taxes shall be prorated for the year of re-conveyance as of the date of the closing of the repurchase. Grantor shall be responsible for all closing costs, including, but not limited to, the cost of a title policy insuring fee simple ownership of the Property in Grantor, which policy shall not include any liens and encumbrances created after the date of Grantee's receipt of the Repurchase Exercise Notice. (c) If Grantor exercises the Repurchase Right, the repurchase price for the entire Property shall be one thousand dollars ($1,000) (the "Convention Center Option Price"), payable in cash or immediately available funds on the date of the closing of the repurchase. (d) Grantor may assign the rights to repurchase all or any portion of the Property to an Affiliate (as defined in the MDA) or a lessee of all or any portion of the Property, such repurchase(s) may be in one or more separate transactions. The repurchase of any portion shall be on the same terms and for the same consideration as for the Property (with the Convention Center Option Price being prorated for any portion 205 Exhibit C-1 – Page 8 1775.021\1058349.18 repurchased). In the event of any assignment, Grantor shall provide notice to Grantee of the assignment within ten (10) business days thereof. 2. This reserved Repurchase Right is exempt from public bid and fair market value appraisal requirements. To the extent the City or court order determines the fair market value of the Property at the time the Repurchase Right is exercised (the "Convention Center FMV") exceeds the Convention Center Option Price, the City will provide the entity that exercises such option an economic development grant (the "Convention Center Grant") in an amount that shall be equal to the difference between the Convention Center Option Price and the Convention Center FMV. Consideration for the Convention Center Grant shall be construction of and payment for the Convention Center Building by Developer as required by the MDA. The Convention Center Grant shall be earned upon the City's issuance of a certificate of occupancy for the Convention Center Building. The Convention Center Grant, if any, shall be applied as a credit at the closing of the Property pursuant to the Repurchase Right. 3. In the event of any litigation involving the matters covered by this Exhibit C, the prevailing party in any such action shall be awarded its costs and expenses, including reasonable attorneys' fees through all appeals, in addition to any other remedy awarded in such action. 4. Any notices or other communications required or desired to be given to the other Parties hereto shall be given in writing and delivered by a reputable independent courier service providing proof of delivery, a reputable overnight courier, or if mailed certified first class mail to the following addresses: To City: City of The Colony 6800 Main Street The Colony, Texas 75056 Attn: Troy C. Powell, City Manager Phone: 972-625-1756 With copy to: Brown & Hofmeister, L.L.P. 740 East Campbell Road, Suite 800 Richardson, Texas 75081 Attention: Jeff Moore, City Attorney Phone: 214-747-6100 To Developer: LMG Ventures, LLC 700 South 72nd Street Omaha, Nebraska 68114 Attention: Ryan Blumkin Phone: 402-392-3270 And to Developer: LMG Ventures, LLC 700 South 72nd. Street Omaha, Nebraska 68114 Attention: Vic Padios, General Counsel 206 Exhibit C-1 – Page 9 1775.021\1058349.18 Phone: 402-392-3311 With a copy to: Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 Attention: Misty Ventura Phone: 214-328-1101 And to: Kuckelman Torline Kirkland 10740 Nall Ave., Ste. 250 Overland Park, Kansas 66211 Attention: James Kirkland Phone: 913-948-8614 Either Party may designate a different address at any time upon written notice to the other Party. 5. Time is of the essence in the performance of this Exhibit C. 6. This Exhibit C may not be amended except by written document signed by Grantor and Grantee and is binding on the parties hereto and their respective successors and permitted assigns. The execution of this Deed has been duly authorized by Grantor, and the person signing this Deed is duly authorized and lawfully empowered to execute such Deed and bind Grantor, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of Grantor's certificate of formation or company agreement, or of any agreement or instrument to which Grantor is a party or by which it may be bound. The execution of this Deed has been duly authorized by Grantee, and the person signing this Deed is duly authorized and lawfully empowered to execute such Deed and bind Grantee, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of Grantee's home rule charter or of any agreement or instrument to which Grantee is a party or by which it may be bound. 7. This Exhibit C shall be interpreted and the rights of the Parties hereto determined in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereto, and venue shall be in the District Court in Denton County, Texas. 207 Exhibit C-1 – Page 10 1775.021\1058349.18 Exhibit D Description of the Benefitted Estate 208 Exhibit C-2 – Page 1 1775.021\1058349.18 EXHIBIT C-2 Form of Hotel Deed DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DENTON § SPECIAL WARRANTY DEED This Special Warranty Deed (this "Deed") is executed and delivered effective as of the day of , 20___ (the "Effective Date") by LMG VENTURES, LLC, a Texas limited liability company ("Grantor"), whose address is c/o Nebraska Furniture Mart, Inc., 700 South 72nd Street, Omaha, Nebraska 68114, Attention: Ryan Blumkin, for the benefit of CITY OF THE COLONY, TEXAS ("Grantee"), whose address is 6800 Main Street, The Colony, Texas 75056, Attention: City Manager. In consideration of Ten Dollars ($10.00) and other good and valuable consideration paid to Grantor, Grantor does hereby GRANT, SELL, AND CONVEY unto Grantee that certain real property situated in Denton County, Texas and described in Exhibit A attached hereto and made a part hereof for all purposes, together with all infrastructure improvements located below grade thereon, if any (collectively, the "Property") and, without warranty, all right, title and interest of Grantor, if any, in and to the rights, privileges, hereditaments, and appurtenances pertaining to the Property. This conveyance is made and accepted subject to all matters set forth on Exhibit B attached hereto (the foregoing collectively, the "Permitted Exceptions") and Grantor's rights, including the repurchase right (the "Repurchase Right"), as more particularly described on Exhibit C attached hereto and made a part hereof for all purposes. Grantor reserves exclusive easements on, over, across, upon, through and under the Property for all lawful purposes related to the construction, use, occupancy, maintenance, and repair of the Connected Development, as defined in that certain Chapter 380 Agreement between Grantor and Grantee (the "Connected Development"), including, but not limited to, easements for: site work including, but not limited to, grading, erosion control, wetlands mitigation, and flood plain reclamation; water facilities; sanitary sewer facilities; gas and electric facilities fiber optics and similar facilities; drainage facilities, including storm water detention and retention facilities; street and roadway facilities; 209 Exhibit C-2 – Page 2 1775.021\1058349.18 structured and surface parking; areas for loading, unloading, and storage; areas for vehicular ingress, egress, maneuvering and circulation; traffic signalization; mass transit facilities; pedestrian oriented areas and improvements including, but not limited to, sidewalks, walkways, parks, and trails; areas for civic and promotional events; landscaping; irrigation; lighting; signage; and other public and franchise utilities and utility relocations for the benefit of the Project described in the Chapter 380 Agreement and on Exhibit D attached hereto and incorporated herein by reference (the "Benefitted Estate"). It is the express intent of both Grantor and Grantee that the foregoing easements reserved by Grantor for the benefit of the Benefitted Estate shall be perpetual and shall not be subject to the merger doctrine. Common ownership of the Property and Benefitted Estate (or any portion of either) now or at any time in the future by any person or entity will not be deemed a merger, so as to abrogate, vitiate, impair, waive, release, extinguish or otherwise invalidate the foregoing easements reserved by Grantor in whole or in part. The foregoing notwithstanding, Grantee will take possession of the Property on ____________, subject to the Permitted Exceptions. Use of the Property by Grantee is limited to the construction and operation of a hotel. The covenants, conditions, limitations, and restrictions set forth in this paragraph are hereby declared and imposed as covenants running with the land constituting the Property. TO HAVE AND TO HOLD the Property unto Grantee, Grantee's heirs, executors, administrators, successors, and assigns, and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND, all and singular, the Property unto Grantee, Grantee's heirs, executors, administrators, successors, and assigns, against every person whomsoever lawfully claiming, or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise, subject, however, to the Permitted Exceptions and the Repurchase Right. Grantor hereby conveys the Property to Grantee, and by its acceptance hereof Grantee hereby accepts the Property, in its present condition "As Is", "Where Is" and "With All Faults" basis. The Property is sold in its present condition, AS IS and no warranties, express or implied, are made or inferred by virtue of this conveyance. Ad valorem taxes for the current year having been prorated between the parties hereto, Grantee hereby assumes liability for the payment thereof for the current year and for subsequent years. [SIGNATURE PAGES IMMEDIATELY FOLLOW] 210 Exhibit C-2 – Page 3 1775.021\1058349.18 Executed to be effective as of the Effective Date. GRANTOR: LMG VENTURES, LLC, a Texas limited liability company By: Name: _______________________________, Title: _______________________________, THE STATE OF NEBRASKA § § COUNTY OF DOUGLAS § BEFORE ME, the undersigned, notary public in and for the State of Nebraska, on this day personally appeared _______________________________ the ______________________, of LMG VENTURES, LLC, a Texas limited liability company, and, being known to me as the person whose name is subscribed to the foregoing instrument, acknowledged to me that such person executed the same for the purposes and consideration therein expressed and on behalf of said limited liability company. Given under my hand and seal of office this ____ day of , 20___. Notary Public in and for the State of Nebraska 211 Exhibit C-2 – Page 4 1775.021\1058349.18 Executed to be effective as of the Effective Date. GRANTEE: CITY OF THE COLONY, TEXAS, a Texas municipal corporation By: Troy C. Powell, City Manager THE STATE OF TEXAS § § COUNTY OF DENTON § BEFORE ME, the undersigned, notary public in and for the State of Texas, on this day personally appeared Troy C. Powell, the City Manager of the City of The Colony, Texas, a Texas municipal corporation, and, being known to me as the person whose name is subscribed to the foregoing instrument, acknowledged to me that such person executed the same for the purposes and consideration therein expressed and on behalf of said limited liability company. Given under my hand and seal of office this ____ day of , 20___. Notary Public in and for the State of Texas 212 Exhibit C-2 – Page 5 1775.021\1058349.18 Exhibit A Description of the Hotel Land THAT CERTAIN REAL PROPERTY DIRECTLY BENEATH THE AREA DEFINED BY THE OUTER WALLS OF THE BUILDING TO BE CONSTRUCTED ON THE PROPERTY AND OPERATED AS A HOTEL (THE "HOTEL BUILDING") AND ANY STRUCTUE CONNECTING THE HOTEL BUILDING TO THE BUILDING COMPRISING A CONVENTION CENTER ON ADJACENT REAL PROPERTY (THE "CONNECTING STRUCTURE"), IF ANY. 213 Exhibit C-2 – Page 6 1775.021\1058349.18 Exhibit B Permitted Exceptions 214 Exhibit C-2 – Page 7 1775.021\1058349.18 Exhibit C Repurchase Right As of the Effective Date of this Deed, Grantor has conveyed the Property to Grantee subject to this reservation of rights. 1. Subject to the terms and conditions set forth below, Grantor reserves, and Grantor shall have the right and option, but not the obligation, to repurchase the Property as described in this Exhibit C: (a) At any time after the expiration of Grantee receiving benefits under Texas Tax Code, Chapter 351, Subchapter C, as more specifically addressed in tha t certain Chapter 380 Agreement by and between Grantee and Grantor effective November 18, 2025 (the "MDA"), or at any time within six (6) months of the expiration of the leasehold rights granted to Grantor under the MDA, Grantor shall have the right and option to repurchase the Property (the "Repurchase Right"). In order to exercise the Repurchase Right, Grantor must deliver written notice to Grantee (the "Repurchase Exercise Notice") within the time periods described above, with the closing to be held on a date designated by Grantor, and approved by Grantee, no later than one hundred twenty (120) days after the Repurchase Exercise Notice is delivered. (b) If Grantor exercises the Repurchase Right, Grantee shall re-convey the Property (for purposes hereof, the term "Property" shall include any and all buildings, structures, furniture, fixtures, equipment, personal property, and all other improvements located thereon and/or therein at the time of Grantor's Repurchase Exercise Notice), to Grantor by special warranty deed free and clear of all liens and encumbrances created after the date of Grantee's receipt of the Repurchase Exercise Notice, except the lien for ad valorem taxes shall be limited to the year of re-conveyance. Grantee agrees to execute any additional documentation reasonably necessary to accomplish the purposes set forth herein, including without limitation the execution of a bill of sale for any personal property. Taxes shall be prorated for the year of re-conveyance as of the date of the closing of the repurchase. Grantor shall be responsible for all closing costs, including, but not limited to, the cost of a title policy insuring fee simple ownership of the Property in Grantor, which policy shall not include any liens and encumbrances created after the date of Grantee's receipt of the Repurchase Exercise Notice. (c) If Grantor exercises the Repurchase Right, the repurchase price for the entire Property shall be one thousand dollars ($1,000) (the "Hotel Option Price"), payable in cash or immediately available funds on the date of the closing of the repurchase. (d) Grantor may assign the rights to repurchase all or any portion of the Property to an Affiliate (as defined in the MDA) or a lessee of all or any portion of the Property, such repurchase(s) may be in one or more separate transactions. The repurchase of any portion shall be on the same terms and for the same consideration as for the Property (with the Hotel Option Price being prorated for any portion repurchased). In the 215 Exhibit C-2 – Page 8 1775.021\1058349.18 event of any assignment, Grantor shall provide notice to Grantee of the assignment within ten (10) business days thereof. 2. This reserved Repurchase Right is exempt from public bid and fair market value appraisal requirements. To the extent the City or court order determines the fair market value of the Property at the time the Repurchase Right is exercised (the "Hotel FMV") exceeds the Hotel Option Price, the City will provide the entity that exercises such option an economic development grant (the "Hotel Grant") in an amount that shall be equal to the difference between the Hotel Option Price and the Hotel FMV. Consideration for the Hotel Grant shall be construction of and payment for the Hotel Building by Developer as required by the MDA. The Hotel Grant shall be earned upon the City's issuance of a certificate of occupancy for the Hotel Building. The Hotel Grant, if any, shall be applied as a credit at the closing of the Property pursuant to the Repurchase Right. 3. In the event of any litigation involving the matters covered by this Exhibit C, the prevailing party in any such action shall be awarded its costs and expenses, including reasonable attorneys' fees through all appeals, in addition to any other remedy awarded in such action. 4. Any notices or other communications required or desired to be given to the other Parties hereto shall be given in writing and delivered by a reputable independent courier service providing proof of delivery, a reputable overnight courier, or if mailed certified first class mail to the following addresses: To City: City of The Colony 6800 Main Street The Colony, Texas 75056 Attn: Troy C. Powell, City Manager Phone: 972-625-1756 With copy to: Brown & Hofmeister, L.L.P. 740 East Campbell Road, Suite 800 Richardson, Texas 75081 Attention: Jeff Moore, City Attorney Phone: 214-747-6100 To Developer: LMG Ventures, LLC 700 South 72nd. Street Omaha, Nebraska 68114 Attention: Ryan Blumkin Phone: 402-392-3270 And to Developer: LMG Ventures, LLC 700 South 72nd. Street Omaha, Nebraska 68114 Attention: Vic Padios, General Counsel Phone: 402-392-3311 216 Exhibit C-2 – Page 9 1775.021\1058349.18 With a copy to: Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 Attention: Misty Ventura Phone: 214-328-1101 And to: Kuckelman Torline Kirkland 10740 Nall Ave., Ste. 250 Overland Park, Kansas 66211 Attention: James Kirkland Phone: 913-948-8614 Either Party may designate a different address at any time upon written notice to the other Party. 5. Time is of the essence in the performance of this Exhibit C. 6. This Exhibit C may not be amended except by written document signed by Grantor and Grantee and is binding on the parties hereto and their respective successors and permitted assigns. The execution of this Deed has been duly authorized by Grantor, and the person signing this Deed is duly authorized and lawfully empowered to execute such Deed and bind Grantor, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of Grantor's certificate of formation or company agreement, or of any agreement or instrument to which Grantor is a party or by which it may be bound. The execution of this Deed has been duly authorized by Grantee, and the person signing this Deed is duly authorized and lawfully empowered to execute such Deed and bind Grantee, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of Grantee's home rule charter or of any agreement or instrument to which Grantee is a party or by which it may be bound. 7. This Exhibit C shall be interpreted and the rights of the Parties hereto determined in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereto, and venue shall be in the District Court in Denton County, Texas. 217 Exhibit C-2 – Page 10 1775.021\1058349.18 Exhibit D Description of the Benefitted Estate 218 Exhibit D – Page 1 1775.021\1058349.18 EXHIBIT D Form of Hotel Ground Lease GROUND LEASE AGREEMENT between CITY OF THE COLONY, TEXAS and ______________ Dated as of ____________ GRANDSCAPE HOTEL LAND THE COLONY, TEXAS 219 Exhibit D - Page 2 1775.021\1058349.18 GROUND LEASE AGREEMENT This GROUND LEASE AGREEMENT (this "Agreement") is made and entered into as of ________ (the "Effective Date"), between CITY OF THE COLONY, TEXAS, a home rule city and municipal corporation (the "City" or "Landlord"), and __________, a _______________ ("Tenant"). The City and Tenant are sometimes referred to in this Agreement as the "Parties" and each as a "Party". RECITALS WHEREAS, the City has adopted Resolution No. _____________, attached hereto as Exhibit B; and WHEREAS, prior to the Parties' execution of this Agreement, the City and Developer (defined below) entered into that certain Chapter 380 Agreement effective November 18, 2025 (the "Chapter 380 Agreement"); and WHEREAS, the Parties desire to enter into this Agreement, pursuant to which (i) the City leases to Tenant, and Tenant leases from the City, the Hotel Land (as further defined herein) during the Term (as defined below); and (ii) Tenant has the option to purchase the Hotel Land from the City upon the expiration of the City receiving benefits related to the Qualified Project (defined in the Chapter 380 Agreement) under Texas Tax Code, Chapter 351, Subchapter C, in each case on the terms and conditions set forth in the Deed (defined in the Chapter 380 Agreement) and this Agreement. AGREEMENT NOW THEREFORE, in consideration of their mutual promises herein contained, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, each intending to be legally bound, do hereby agree as follows: 1. Definitions. As used in this Agreement, capitalized terms shall have the meanings indicated below unless a different meaning is expressed herein. "Affiliate" of a specified Person means a Person who is directly or indirectly controlling, controlled by, under common control with, under common ownership with, or owned in whole or in part by, the specified Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of the specified Person whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Ground Lease Agreement. "Applicable Law" means any law, statute, ordinance, rule, regulation, order, determination or requirement of any Governmental Authority, including all Environmental Laws. 220 Exhibit D – Page 3 1775.021\1058349.18 "Assignment" means any sale, transfer, assignment, pledge, mortgage, encumbrance or any other transfer, including transfers as security for obligations, of this Agreement or a Party's rights or obligations under this Agreement. "Bankruptcy Proceeding" means any bankruptcy, insolvency, reorganization, composition or similar proceeding under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Austin, Texas are authorized or required by Applicable Law to close. The use of the word "day," instead of "Business Day," means a calendar day. "City" means the City of The Colony, Texas. "Condemnation Action" means a taking by any Governmental Authority (or other Person with power of eminent domain) by exercise of any right of eminent domain. "Condemnation Award" means all sums, amounts or other compensation for the Improvements and Hotel Land payable to the City or Tenant, as applicable, as a result of, or in connection with, any Condemnation Action. "Connecting Structure" means an improved structure that may be constructed (but shall not be required to be constructed) by Tenant or others, if any, which connects the Convention Center Building and the Hotel Building. "Convention Center Building" means the building comprising the convention center owned by the City of The Colony, Texas, leased to the tenant u nder the Convention Center Lease, and constructed upon the Construction Center Premises pursuant to the terms of the Convention Center Lease. "Convention Center Lease" means that certain Lease Agreement dated ___________ by and between the City of The Colony, Texas, as Landlord thereunder, and _______________, as Tenant thereunder. "Developer" means LMG Ventures, LLC, a Nebraska Furniture Mart, Inc. wholly owned subsidiary or its assigns. "Effective Date" is defined in the introductory paragraph of this Agreement. "Enforcement Action" means, with respect to any Leasehold Mortgage and Leasehold Mortgagee, the occurrence of any of the following events: (A) any judicial or non-judicial foreclosure proceeding, the exercise of any power of sale, the taking of a deed or assignment in lieu of foreclosure, the appointment of a receiver, or the taking of any other enforcement action against the Leasehold Estate or any portion thereof or Tenant, including the taking of possession or control of the Leasehold Estate or any portion thereof, (B) any acceleration of, or demand or action taken in order to collect, all or any indebtedness secured by all or any portion of the Leasehold Estate (other than giving of notices of default and statements of overdue amounts), (C) any exercise of any right or 221 Exhibit D – Page 4 1775.021\1058349.18 remedy available to Leasehold Mortgagee under any and all loan documents evidencing the debt secured by the Leasehold Estate (collectively, the "Leasehold Loan Documents"), at law, in equity, or otherwise with respect to Tenant or any portion of the Leasehold Estate, other than the giving of notices of default and statements of overdue amounts or (D) any active negotiation (including the exchange of written correspondence regarding the same and the scheduling and subsequent attending of negotiations, whether in person or via telephone) between Tenant and Leasehold Mortgagee with respect to a workout following any default by Tenant under the terms and conditions of the Leasehold Loan Documents; provided, however, that any Enforcement Action shall be deemed to continue for a period of 120 days following final non-appealable judgment of a court of competent jurisdiction or cessation of any of the events or activities identified in subclauses (A) through (D) above. "Environmental Law" means any Applicable Law, including requirements under permits, licenses, consents and approvals of any Governmental Agency, relating to pollution or protection of human health or the environment, including those that relate to emissions, discharges, releases or threatened releases, or the generation, manufacturing, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials. "Expiration Date" means 11:59 p.m. on the day prior to the fifteenth (15th) anniversary of the Rent Commencement Date. "Fee Estate" means the fee title interest held by the City in the Hotel Land. "First Leasehold Mortgagee" means the holder of the Leasehold Mortgage constituting a first lien on the Leasehold Estate. "Force Majeure Event" is defined in Section 15.2. "Foreclosure Event" means a foreclosure, trustee's sale, deed, transfer, assignment or other conveyance in lieu of foreclosure, or other similar exercise of rights or remedies under any Leasehold Mortgage, including the occurrence of any transfer of title to the mortgaged estate by operation of or pursuant to any Bankruptcy Proceeding, in each case whether the transferee is a Leasehold Mortgagee, a party claiming through a Leasehold Mortgagee or a third party. "Governmental Authority" means any federal, state or local governmental entity, political subdivision, agency, department, commission, board, bureau, administrative or regulatory body or other instrumentality having jurisdiction over the Premises, Improvements, Hotel Land, or the Parties. "Hazardous Materials" means those materials that are regulated by, or form the basis of liability under, any Environmental Law, including, but not limited to, polychlorinated biphenyls (PCBs), petroleum (including oil, motor oil and gasoline), natural gas (and synthetic gas usable for fuel), asbestos and asbestos containing materials (ACMs), underground storage tanks (USTs), above-ground storage tanks (ASTs), as well as substances, materials or conditions now or in the future defined as "hazardous 222 Exhibit D – Page 5 1775.021\1058349.18 substances", "pollutants" or "contaminants" in the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), those substances, materials or conditions now or in the future defined as "hazardous waste" in any applicable Environmental Law and any other substance, material or condition that is now or in the future considered hazardous or otherwise subject to any statutory or regulatory requirement governing handling, disposal and/or clean up. "Hotel Building" means that certain building constructed on the Hotel Land pursuant to plans, specifications, and permits as approved by required governing authorities, such Hotel Building shall be operated as a hotel and may be connected to the Convention Center Building by the Connecting Structure and the Connecting Structure shall comprise a portion of the Hotel Building. The Hotel Building may be connected to the Convention Center Building via the Connecting Structure and/or shall be constructed no more than 1,000 feet from the Convention Center Building, as measured by the closest exterior wall of the Hotel Building and the closest exterior wall of the Convention Center Building. "Hotel Land" shall mean the Hotel Land described on Exhibit A-1, together with (a) all air rights and air space above the Hotel Land; (b) all mineral and water rights; and (c) all of City's right, title and interest, if any, in and to all rights, privileges and easements appurtenant to the Hotel Land now existing or created during the Term of this Agreement. Provided however, any and all public streets, rights of way, and utility easements dedicated to the City during the platting and development process, shall not be included in the Hotel Land. "Improvements" means all improvements, structures, the Hotel Building and other buildings and fixtures of any kind whatsoever, other than trade fixtures, equipment, and other property which constitute personal property, whether above or below grade, including buildings, the foundations and footings thereof, utility installations, storage, loading facilities, walkways, driveways, landscaping, signs, site lighting, site grading and earth movement, and all fixtures, plants, apparatus, appliances, furnaces, boilers, machinery, engines, motors, compressors, dynamos, elevators, fittings, piping, connections, conduits, ducts and equipment of every kind and description now or hereafter affixed or attached to any of such buildings, structures or improvements and used or procured for use in connection with the heating, cooling, lighting, plumbing, ventilating, air conditioning, refrigeration, or general operation of any of such buildings, structures or improvements, and any exterior additions, changes or alterations thereto or replacements or substitutions therefor. "Interest Rate" means the one-month LIBOR Rate quoted by U.S. Bank National Association from Reuters Screen LIBOR01 Page or any successor thereto, plus one percent (1%). All interest to be paid pursuant to this Agreement shall be compounded annually. "Landlord" means The City of The Colony, Texas, a home rule city and municipal corporation. 223 Exhibit D – Page 6 1775.021\1058349.18 "Lease Impairment" means any (A) cancellation, amendment, modification, rejection surrender (whether voluntary or otherwise) or termination of this Agreement, including upon a casualty or condemnation affecting the Improvements or the Hotel Land, consent, or affirmative acquiescence, by Tenant to a sale of any property, or interest in any property, under 11 U.S.C. § 363 or otherwise in any Bankruptcy Proceeding by the City, (B) exercise of any right of Tenant to treat this Agreement as terminated under 11 U.S.C. § 365(h)(l)(A)(i) or any comparable provision of law or (C) subordination of this Agreement or the Leasehold Estate to any other estate or interest in the Improvements or the Hotel Land. "Leasehold Estate" means Tenant's leasehold estate and all other rights, titles and interests of Tenant arising under this Agreement. "Leasehold Mortgage" means a mortgage, deed of trust, security deed, deed to secure debt or any similar other instrument or agreement constituting a lien upon, or similarly encumbering, the Leasehold Estate held by a Leasehold Mortgagee, as renewed, restated, modified, consolidated, amended, extended or assigned (absolutely or collaterally) from time to time. "Leasehold Mortgagee" means the holder of a Leasehold Mortgage (including any trustee, servicer or administrative agent acting on behalf of the holder or holders of a Leasehold Mortgage). "Liabilities" is defined in Section 11.1. "Mortgagee's Cure" is defined in Section 14.7(E). "Mortgagee's Cure Rights" is defined in Section 14.7(E). "New Agreement" is defined in Section 14.8(A). "New Agreement Delivery Date" is defined in Section 14.8(A). "New Operator" means a Person, including, without limitation, Leasehold Mortgagee or its assignee, nominee or designee, that (A) acquires the Leasehold Estate through a Foreclosure Event or (B) enters into a New Agreement with the City under Section 14.8. "Party" or "Parties" is defined in the introductory paragraph of this Agreement. "Person" means any individual, trust, estate, partnership, joint venture, company, corporation, association, limited liability company, or other legal entity, business organization or enterprise. "Personal Default" means any nonmonetary default under this Agreement that is not susceptible to cure by a Leasehold Mortgagee. "Rent" is defined in Section 3.1. 224 Exhibit D – Page 7 1775.021\1058349.18 "Rent Commencement Date" means the date on which Tenant opens for business to the public from the Hotel Land. "Structured Parking" means the existing Garage 3 commonly known as 4250 Destination Drive that will provide off-street parking for the Hotel Building for no consideration during the Term pursuant to the Structure Parking License. "Structured Parking License" means the non-exclusive license issued by Developer to the City whereby the Developer, as owner of the Structured Parking and licensor, will license a portion of the Structured Parking to the City (along with the Tenant, its employees, agents, and invitees pursuant to this Agreement), the form of which is attached as Exhibit D . "Tax" means any general or special, ordinary or extraordinary, tax, imposition, assessment, levy, usage fee, excise or similar charge (including any ad valorem or other property taxes), however measured, regardless of the manner of imposition or beneficiary, that is imposed by any Governmental Authority. "Tenant" means _______________, a __________________. "Tenant Default" is defined in Section 9.1. "Tenant's Cure Period Expiration Notice" is defined in Section 14.7(C). "Term" is defined in Section 2.2 2. Lease and Grant of Use; Term; Structured Parking License 2.1 Lease and Grant of Use. (A) Lease. Subject to the terms and conditions of this Agreement, the City hereby leases to Tenant, and Tenant hereby leases from the City, the Hotel Land for the duration of the Term. The Parties agree that, during the Term, Tenant is permitted hereunder to use the Hotel Land only for the construction and operation of the Improvements, including without limitation, permission to perform and engage in the design, development, construction, operation and management of the Improvements on the Hotel Land, together with all infrastructure necessary therefor. (B) Development of Hotel Land; Zoning. Tenant may use, improve, develop and occupy the Hotel Land for a hotel as described in the Chapter 380 Agreement along with retail, restaurant and bar uses. Tenant shall comply with the City's development approval processes and all development on the Hotel Land shall be in compliance with City ordinances, development regulations, and City development requirements. 2.2 Term. The term of this Agreement (the "Term") commences on the Rent Commencement Date and expires on the Expiration Date, unless terminated 225 Exhibit D – Page 8 1775.021\1058349.18 earlier as expressly provided for in this Agreement. Notwithstanding anything herein to the contrary, this Lease shall be effective and in full force as of the Effective Date, and Tenant shall be responsible for the performance of all terms, covenants and conditions contained in this Lease to be performed during any period that the Tenant is in possession of the Premises before the Rent Commencement Date save and except for the payment of any items of Rent. 2.3 Structured Parking License. Throughout the Term, and in consideration of Tenant’s performance of its obligations hereunder, Landlord hereby assigns all of its right, title, and interest in and to the use of the Structured Parking granted to the City pursuant to that certain Structured Parking License to be executed on or prior to the Effective Date hereof. 3. Rent and Other Payments. 3.1 Rent. The total rent to be paid hereunder (the "Rent") shall be paid as follows: (A) Prior to the date City's receipt of all funds the City is eligible to receive under Chapter 351, Subchapter C of the Texas Tax Code as outlined in the Chapter 380 Agreement, Tenant shall pay no Rent to the City but shall be solely responsible for the costs Tenant expends on operating and maintaining the Hotel Land as provided herein; and (B) Following the date the City's receipt of all funds the City is eligible to receive under Chapter 351, Subchapter C of the Texas Tax Code as outlined in the Chapter 380 Agreement, Tenant shall pay make an annual rent payment to the City at market rate charged for similar facilities, to be determined by the City not later than sixty (60) days prior to the commencement of the first calendar for which said rent shall be payable, and which shall be paid, without demand, deduction, or offset, on the fifth (5th) day of January of each year during the Term of this Agreement. 3.2 Utilities. Tenant shall pay or cause to be paid when due all charges for public or private utility services to or for the Hotel Land during the Term, including without limiting the generality of the foregoing, all ch arges for heat, light, electricity, water, gas, telephone service, garbage collection and sewage and drainage service and the cost of installation thereof from the boundaries of the Hotel Land. 3.3 Maintenance and Repairs. During the Term of this Lease, Tenant shall maintain the Hotel Land and the Hotel Land at Tenant's own expense, and Tenant shall keep the Hotel Land in good condition and repair. Landlord shall not be required to maintain or repair any portion of the Hotel Land or any improvements located thereon. 4. Taxes; Operations; Capital Repairs; Recordkeeping 4.1 Operations and Management of the Hotel Land. 226 Exhibit D – Page 9 1775.021\1058349.18 (A) In consideration for Tenant's rights under this Agreement, Tenant shall be responsible for paying, throughout the Term, all costs necessary to manage and operate the Improvements and Hotel Land in accordance with this Agreement, including, subject to the terms and conditions of this Agreement, all costs of maintenance, repairs, replacements, renovation, remodeling, removal, alterations, improvements and insurance, as well as all Taxes, with respect to the Improvements and the Hotel Land. (B) Tenant shall be exclusively responsible for the operations and management of the Improvements, and Hotel Land during the Term of this Agreement. Notwithstanding anything to the contrary in this Agreement, operations and management of the Improvements may be performed by (i) Tenant or its Affiliates, (ii) an unrelated third-party management company engaged by Tenant and/or (iii) any other third-party contracted by Tenant to perform such services. 4.2 Tax Matters. (A) Tenant shall be solely responsible for, and shall pay and discharge as and when due, all Taxes, to the extent allocable to the Term, upon or with respect to the Hotel Land and Tenant's possession, operation, management, maintenance, alteration, repair, rebuilding, use or occupancy of, or employment of personnel in, the Improvements or any portion thereof. (B) Tenant shall have the right, at its sole cost and expense, to contest the amount, validity, or applicability, in whole or in part, of any Taxes affecting, against, or attaching to the Hotel Land or any portion of the Hotel Land by appropriate proceedings. The City grants to the Tenant the right to file any and all applications, documents, requests, forms or other required submissions with respect to any Taxes affecting, against, or attaching to the Hotel Land or any portion of the Hotel Land and does hereby appoint the Tenant as the agent of the City for all such actions. (C) This Section 4 shall survive the expiration of the Term or termination of this Agreement. 5. Assignment and Subletting 5.1 Covenant Regarding Assignment and Subletting. Tenant shall have the right at any time, and with no limitation as to frequency or number, to assign, in whole or in part, this Agreement or sublet all or any portion of the Hotel Land and all or any portion of the Improvements without City consent. Tenant shall provide notice to the City of the assignment or sublease within ten (10) business days thereof. 5.2 Covenant Regarding Encumbrances. Tenant, its successors and assigns, shall have the right, with the consent of City, to mortgage, pledge, or otherwise 227 Exhibit D – Page 10 1775.021\1058349.18 encumber this Lease, the Leasehold Estate, or any other of Tenant's interests herein, in accordance with the requirements of Section 14. No City consent will be required to mortgage, pledge, or otherwise encumber the Improvements. 5.3 City Encumbrances or Fee Mortgages. The City owns the Fee Estate in the Hotel Land. The City may mortgage or otherwise en cumber the City's Fee Estate with any mortgage, deed of trust, security deed, deed to secure debt, or any other similar instrument or agreement constituting a lien upon, or similarly encumbering, the Fee Estate in the Hotel Land but not the Improvements. 6. Insurance 6.1 Required Insurance. Tenant shall, at its sole expense, unless otherwise agreed by the City in writing, procure and maintain (or cause to be procured and maintained by appropriate contractors or vendors) the following insurance coverage during the Term; provided that nothing herein shall prohibit Tenant from procuring and maintaining additional insurance coverages that Tenant deems desirable: (A) Commercial general liability insurance (CGL) written on an "occurrence" policy form and covering liability for death, bodily injury, personal injury, and property damage with limits of not less than $5,000,000 per occurrence relating, directly or indirectly, to Tenant's business operations, conduct or use or occupancy of the Improvements. Such coverage shall include all activities and operations conducted by any Person on or about the Hotel Land, and any work performed by or on behalf of Tenant at the Hotel Land. Coverage should be as broad as ISO policy form CG 0001, or any replacement thereof that becomes standard in the insurance industry, or an equivalent form reasonably acceptable to the City. (B) Physical property damage insurance covering all real and personal property, excluding personal property paid for by subtenants or paid for by Tenant for which subtenants have reimbursed Tenant, located on or in, or constituting a part of, the Hotel Land, in an amount equal to at least one hundred percent (100%) of the new replacement cost of all such property (or such lesser amount as Landlord may approve in writing). Tenant shall not be required to maintain insurance for earthquake, flood or war risks. 7. Damage or Destruction; Condemnation 7.1 Damage; Destruction. In the event of damage to, or destruction of, the Improvements, this Agreement shall remain in full force and effect and Tenant, in its sole discretion, may elect to repair and restore the Improvements. 7.2 Insurance Proceeds. Any insurance proceeds paid under any property insurance for the Improvements as a result of damage or destruction of any portion of the Improvements shall be deposited with Tenant or a Leasehold Mortgagee. 7.3 Condemnation. 228 Exhibit D – Page 11 1775.021\1058349.18 (A) Total Condemnation. In the event of any Condemnation Action, other than a temporary taking, that prevents the use or occupancy of any portion of the Hotel Land necessary for the location or use of Improvements (including access to and from Improvements) or renders the use or occupancy of the Hotel Land and/or Improvements no longer suitable for use by Tenant for their intended uses (as reasonably determined by Tenant), then, subject to the rights of any Leasehold Mortgagee under Section 14, Tenant shall have the right to terminate this Agreement by delivering written notice to the City within ninety (90) days after the Condemnation Action becomes final and non-appealable. If this Agreement is so terminated, any such termination shall be without penalty to Tenant or the City. If Tenant terminates this Agreement, it shall not be entitled to a refund of any Rent payments made, or expenses for utilities or maintenance and operation under this Agreement. (B) Partial Condemnation. If Tenant does not have a right to terminate this Agreement as a result of a Condemnation Action or elects not to do so, Tenant, at its option, may, at no cost to City, as promptly as practicable and in any event within twenty-four (24) months after receipt of permits necessary for restoration and repair, repair and restore the Improvements in a manner and pursuant to specifications approved by Tenant; provided, in no event shall Tenant have an obligation to repair or restore the Improvements in the event the Condemnation Action was instituted or pursued by the City. Notwithstanding anything herein to the contrary, in no event shall Tenant be obligated to expend funds in excess of the award received in connection with the Condemnation Action. (C) Proceedings. To the maximum extent permitted by Applicable Law, Tenant and the City each shall have the right, at its own expense, to appear in any Condemnation Action and to participate in any and all hearings, trials, and appeals relating thereto even if this Agreement has been terminated. The Leasehold Mortgagee shall also be entitled to appear and participate in any Condemnation Action and in any and all hearings, trials and appeals relating thereto even if this Agreement has been terminated. Neither Party shall settle or compromise any right of the other Party to receive a Condemnation Award without the prior written consent of the other Party and, with respect to Tenant's rights, the prior written consent of each Leasehold Mortgagee. Subject to the other provisions of this Section 7.3, in any Condemnation Action Tenant shall have the right to assert a claim for any Condemnation Awards for the value of the Improvements. Tenant and the City shall each have the right to assert a claim for any Condemnation Awards for (x) the loss in value of its rights under this Agreement as if this Agreement had not terminated, and (y) any other damages to which the City or Tenant, as applicable, may be entit led under Applicable Law. City agrees that Tenant or Leasehold Mortgagee shall be entitled to receive any Condemnation Awards received by City in connection with the Hotel Land. 229 Exhibit D – Page 12 1775.021\1058349.18 7.4 Survival. This Section 7 survives the expiration or earlier termination of this Agreement, but only insofar as such provisions relate to any damage or destruction of the Improvements (or insurance proceeds therefrom) or Condemnation Action (or Condemnation Award therefrom) that arose prior to the expiration or earlier termination of this Agreement. 8. Representations and Warranties 8.1 Representations and Warranties. The City represents and warrants to the Tenant that: (a) this Agreement is within its authority, (b) it is duly authorized and empowered to enter into this Agreement, (c) this Agreement is enforceable against the City; and (d) all obligations of the City are proprietary, unless otherwise ordered by a court of competent jurisdiction. Tenant represents and warrants to City that it has the requisite authority to enter into this Agreement. Neither Party has incurred or created any liabilities or claims for broker's commissions or finder's fees in connection with the negotiation, execution or delivery of this Agreement. 8.2 "As Is"; No Representations or Warranties. It is understood and agreed that the Hotel Land will be leased and, if applicable, conveyed "as is" with any and all faults and latent and patent defects without any express or implied representation or warranty by the City. Specifically, City disclaims any warranty of suitability that may otherwise arise by operation of law. Tenant accepts the Hotel Land whether suitable or not, and waives the implied warranty of suitability. 8.3 Mutual Covenants. Commencing with the Effective Date, each Party covenants and agrees to the other Party as follows: (A) Additional Documents and Approval. Each Party, upon the reasonable request of the other Party, shall execute or cause to be executed any further documents, take any further actions and grant any further approvals as may be reasonably necessary in order to consummate the transactions provided for in this Agreement. (B) Notice of Matters. Should Tenant or the City receive knowledge about any matter that may constitute a breach of any of its representations, warranties or covenants set forth in this Agreement, it shall promptly notify the other Party of the same in writing. 9. Default and Remedies 9.1 Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has b een given (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure, such reasonable time determined based on the nature of the alleged failure, but in no event less than 30 days or more than 90 days after written notice of the alleged failure has been given (subject to Force Majeure Events), provided, however, such 90 day period 230 Exhibit D – Page 13 1775.021\1058349.18 shall be extended as may be reasonably necessary provided that the such defaulting Party is pursuing a cure with due diligence. In addition, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within five (5) Business Days after it is due. 9.2 Remedies. 9.2.1 If a Party is in default, the aggrieved Party may, at its option and without prejudice to any other right or remedy under this Agreement, including the remedies under Section 9.2.2, seek any relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific performance, mandamus, and injunctive relief. Notwithstanding the foregoing, however, no default under this Agreement shall: (a) entitle the aggrieved Party to terminate this Agreement; (b) entitle City to suspend performance under this Agreement; (c) adversely affect or impair the current or future obligations of the City of The Colony to provide water or sewer service or any other service to the Hotel Land; (d) entitle the aggrieved Party to seek or recover monetary damages of any kind; or (e) reduce the Term of this Agreement. 9.2.2 If the Tenant is in default of Section 3.1 (Rent) the amount of any overdue Rent may be deducted from the payments required to be paid by the City of The Colony to Tenant pursuant to the Chapter 380 Agreement. These remedies shall be the exclusive remedy for a Tenant default of the obligations in Section 3.1 (Rent) of this Agreement. 10. Title; Surrender 10.1 Title. Notwithstanding any other provisions of this Agreement, the Improvements erected on the Hotel Land and all alterations, additions, equipment and fixtures built, made, or installed by Tenant in, on, under, or to the Improvements shall be the sole property of Tenant (subject to the terms of this Agreement and any Leasehold Mortgage) until the termination of this Agreement by the passage of time or otherwise (but shall become the property of City thereafter, subject to the terms of Section 15 hereof) and Tenant shall have all corresponding tax and other rights associated therewith until the expiration or other termination of the Term. 10.2 Surrender. Upon the expiration of the Term, then Tenant shall, on or before the Expiration Date, peaceably and quietly leave, surrender and yield to the City the Improvements and the Hotel Land. 11. Indemnification 231 Exhibit D – Page 14 1775.021\1058349.18 11.1 Tenant. To the extent permitted by Applicable Law, Tenant hereby agrees to defend, hold harmless and indemnify the City from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, whether arising on or off the Hotel Land (hereafter collectively referred to as "Liabilities"), suffered or incurred by City as a result of Tenant's use or operation of the Hotel Land; provided that the foregoing indemnity does not apply to any Liability to the extent caused by (A) the negligence or willful misconduct of the City or its agents, consultants or employees, or (B) any breach by the City of this Agreement. 12. Covenant of Quiet Enjoyment. So long as Tenant performs in all material respects its obligations under this Agreement, the City in its capacity as the ground lessor shall do nothing (other than the acts permitted or required by this Agreement) that will prevent Tenant or its licensees, guests or invitees from peaceably and quietly enjoying, using and occupying the Hotel Land or Improvements in the manner described in this Agreement, and the City shall (i) defend Tenant's q uiet enjoyment, use and occupancy of the Hotel Land and Improvements in the manner described in this Agreement against the claims of all Persons claiming by, under, or through the City and (ii) not permit any lien, encumbrance, right-of-way, covenant, condition, invalidity or other matter adversely affecting the City's right to possess and use, or its title to, the Hotel Land to diminish, disturb or impair Tenant's and its licensees', guests' and invitees' quiet enjoyment, use and occupancy of the Hotel Land and Improvements hereunder. Tenant acknowledges, however, that nothing herein shall limit City from acting in its governmental capacity. 13. Estoppel Certificate; Memorandum of Agreement 13.1 Estoppel Certificate. Each of the Parties shall, upon the reasonable request of the other (or any current or prospective source of financing for the City, Tenant, or any of their Affiliates or any transferee or assignee), and in each case within ten (10) Business Days after the other Party has requested it, and the City through its City Manager or designee may execute and deliver to the appropriate Persons a certificate in recordable form stating: (A) That this Agreement is unmodified and is in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect as modified and stating the modifications or, if this Agreement is not in full force and effect, that such is the case); (B) That, to the knowledge of the Party providing the certificate, there are no defaults by it or the other Party under this Agreement (or specifying each such default as to which it may have knowledge); (C) The Effective Date and the then-current Expiration Date; (D) The date(s) to which any financial obligation of the Party has been paid under this Agreement; 232 Exhibit D – Page 15 1775.021\1058349.18 (E) To the knowledge of the Party providing the certificate, whether there are any counterclaims against the enforcement of any Party's obligations under this Agreement; and (F) Any other matters reasonably requested. 13.2 Memorandum of Agreement. (A) Recordation. At any time Tenant may cause a memorandum of this Agreement or any amendment hereto to be recorded in the Real Property Records of Denton County, Texas and Tenant shall pay and discharge the costs, fees and taxes in connection therewith. The initial form of such memorandum shall be as set forth in Exhibit C attached hereto, and upon any amendment to this Agreement, the form of any memorandum of amendment shall be subject to the approval of the City (not to be unreasonably withheld, conditioned or delayed) prior to the recordation thereof, and the City shall sign such memorandum when so requested by Tenant. The City Manager is authorized to grant such City approval. (B) Release of Memorandum of Agreement. Tenant shall, at its cost, execute and record a release of any such memorandum within ten (10) Business Days after request by the City to do so, which release shall include language whereby the City and Tenant acknowledges that all Agreement terms have been satisfied and Tenant quitclaims to the City all rights of Tenant in and to the Hotel Land. 14. Leasehold Mortgages 14.1 Right to Obtain Leasehold Mortgages. Notwithstanding anything to the contrary contained in this Agreement, Tenant shall have the right, without the City's consent, to execute and deliver one or more Leasehold Mortgages encumbering the Leasehold Estate or the direct or indirect ownership interests in Tenant at any time and from time to time; provided, that no such Leasehold Mortgage shall encumber the Fee Estate. The City's interests in the Hotel Land shall be subject and subordinate to any such Leasehold Mortgages, provided, however, no Leasehold Mortgage shall encumber the Fee Estate and the City's interest in the Fee Estate shall remain in priority to that of Tenant or any Leasehold Mortgagee during the Term. Each Leasehold Mortgage shall provide that the Leasehold Mortgagee shall send to the City copies of all notices of material default sent to Tenant in connection with the Leasehold Mortgage or the debt secured thereby, provided that the failure to provide any such notice shall not affect the validity of the notice in any manner. 14.2 Effect of a Leasehold Mortgage. Notwithstanding anything to the contrary in this Agreement, Tenant's making of a Leasehold Mortgage shall not be deemed to constitute an Assignment of the Leasehold Estate, nor shall any Leasehold Mortgagee, as such, or in the exercise of its rights under this Agreement, be 233 Exhibit D – Page 16 1775.021\1058349.18 deemed to be an assignee or transferee or mortgagee in possession of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume or otherwise be obligated to perform any of Tenant's obligations under this Agreement except when, and then only for so long as, such Leasehold Mortgagee has acquired ownership and possession of the Leasehold Estate pursuant to a Foreclosure Event (as distinct from its rights under this Agreement to cure defaults or exercise Mortgagee's Cure Rights). No Leasehold Mortgagee (or other Person acquiring the Leasehold Estate pursuant to a Foreclosure Event) shall have any liability beyond its interest in this Agreement nor shall Leasehold Mortgagee (or any Person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) be liable under this Agreement unless and until such time as it becomes the owner of the Leasehold Estate. Without further notice to or consent from the City, the City recognizes and agrees that a Leasehold Mortgagee may acquire directly, or may cause its assignee, nominee, or designee to acquire, the Leasehold Estate through a Foreclosure Event and such party shall enjoy all the rights and protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such party were the Leasehold Mortgagee itself. 14.3 Foreclosure; Further Assignment. Notwithstanding anything to the contrary in this Agreement, any Foreclosure Event or any exercise of rights or remedies under any Leasehold Mortgage shall not be deemed to violate this Agreement or require the consent of the City. If a Leasehold Mortgagee or a successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, acquires Tenant's Leasehold Estate following a Foreclosure Event, or if a Leasehold Mortgagee or a successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, enters into a New Agreement, such Leasehold Mortgagee or successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, shall enjoy all of the rights and protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such successor, assign or Affiliate were the Leasehold Mortgagee itself and may thereafter assign or transfer this Agreement or such New Agreement without prior notice to or consent of the City; provided, that the assignee or transferee expressly agrees in writing to assume and to perform all of the obligations under this Agreement or such New Agreement, as the case may be, from and after the effective date of such assignment or transfer. No Leasehold Mortgagee (or Person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) shall have any liability beyond its interest in this Agreement nor shall Leasehold Mortgagee (or person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) be liable under this Agreement unless and until such time as it becomes, and then only for so long as it remains, the owner of the Leasehold Estate. 14.4 Notice of Leasehold Mortgages. Promptly after Tenant enters into any Leasehold Mortgage, Tenant or the Leasehold Mortgagee shall deliver to the City a true and correct copy of the Leasehold Mortgage together with written notification specifying the name and address of the Leasehold Mortgagee. The Leasehold Mortgagee identified in such notice or the mortgage filed of record shall be 234 Exhibit D – Page 17 1775.021\1058349.18 entitled to all the rights and protections of a Leasehold Mortgagee under this Agreement (as against both the City and any successor holder of the Fee Estate). The City agrees to acknowledge to Tenant and such Leasehold Mortgagee the City's receipt of any such materials and, following notification thereof, notice of any Assignment of such Leasehold Mortgage and to confirm that such Leasehold Mortgagee is or will be, upon closing of its financing or its acquisiti on of an existing Leasehold Mortgage, entitled to all of the rights and protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such successor, assign or Affiliate were the Leasehold Mortgagee itself, in this Agreement, including after any premature termination of this Agreement. If the City has received actual or constructive notice of any Leasehold Mortgage, then such notice shall automatically bind the City's successors and assigns. 14.5 Modifications Required by Leasehold Mortgagee. If, in connection with obtaining, continuing or renewing any financing for which the Leasehold Estate, or the direct or indirect equity interests in Tenant, represents collateral in whole or in part, the Leasehold Mortgagee requires any modifications of this Agreement as a condition to such financing, then the City shall, at Tenant's or such Leasehold Mortgagee's request, promptly consider any such modifications in good faith. If such modifications do not (A) modify the Rent or the Term or (B) lessen the City's rights or increase the City's obligations under this Agreement by more than a de minimis amount in the reasonable judgment of the City, then the City shall execute and deliver to Tenant an amendment to this Agreement to effect such modifications. 14.6 Further Assurances. Upon request by Tenant or by any existing or prospective Leasehold Mortgagee, the City shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to further effectuate the terms of this Agreement, including a separate written instrument in recordable form signed and acknowledged by the City setting forth and confirming, directly for the benefit of Leasehold Mortgagee and its successors and assigns, any or all rights of Leasehold Mortgagee; provided, however, that Tenant shall reimburse the City immediately upon demand therefor for any and all reasonable third-party costs or expenses actually incurred by the City in complying with this Section 14.6. 14.7 Protection of Leasehold Mortgagees. Notwithstanding anything to the contrary set forth in this Agreement, if, and only for so long as, any Leasehold Mortgage is in effect, the following shall apply: (A) Lease Impairments. Any Lease Impairment made without Leasehold Mortgagee's prior written consent (or any deemed consent under its Leasehold Mortgage) shall be null, void, and of no further force or effect, and shall not bind Tenant, Leasehold Mortgagee or New Operator. For clarification, this Section 14.7(A) shall be inapplicable during any period that no Leasehold Mortgage is in effect. 235 Exhibit D – Page 18 1775.021\1058349.18 (B) Copies of Notices. If the City shall give any notice to Tenant under this Agreement, then the City shall at the same time and by the same means give a copy of such notice to any Leasehold Mortgagee. No notice to Tenant shall be effective unless and until such notice has been duly given to Leasehold Mortgagee, provided the City has received notice of such Leasehold Mortgagee pursuant to Section 14.4. No exercise of the City's rights and remedies under or termination of this Agreement shall be deemed to have occurred or arisen or be effective unless the City has given like notice to each Leasehold Mortgagee as this Section 14.7(B) requires. Any such notice shall describe in reasonable detail the alleged Tenant default or other event allegedly entitling the City to exercise such rights or remedies. (C) Tenant's Cure Period Expiration Notice. If Tenant is in default under this Agreement and the cure period applicable to Tenant expires without cure of Tenant's default, then the City shall promptly give notice of such fact to any Leasehold Mortgagee known to City, which notice shall describe in reasonable detail Tenant's default ("Tenant's Cure Period Expiration Notice"). (D) Right to Perform Covenants and Agreements. Any Leasehold Mortgagee shall have the right, but not the obligation, to perform any obligation of Tenant under this Agreement and to remedy any default by Tenant. The City shall accept performance by or at the instigati on of a Leasehold Mortgagee in fulfillment of Tenant's obligations, for the account of Tenant, and with the same force and effect as if performed by Tenant. No performance by or on behalf of such Leasehold Mortgagee shall cause it to become a "mortgagee in possession" or otherwise cause it to be deemed to be in possession of the Improvements or bound by or liable under this Agreement. (E) Notice of Default and Cure Rights. Upon receiving any notice of default, any Leasehold Mortgagee shall have the right within the same cure period granted to Tenant under this Agreement, extended through the date 90 days after such Leasehold Mortgagee shall have received Tenant's Cure Period Expiration Notice within which to take (if any Leasehold Mortgagee so elects; such actions, "Mortgagee's Cure"; and a Leasehold Mortgagee's rights to take such actions, including pursuit of an Enforcement Action, collectively, "Mortgagee's Cure Rights"). (F) During Cure Period. At any time during the cure period (if any) that applies to Tenant, extended through the date that is 120 days after such Leasehold Mortgagee's receipt of Tenant's Cure Period Expiration Notice as to such nonmonetary default, or if no cure period applies to Tenant, then within 120 days after such Leasehold Mortgagee's receipt of notice of such default, such Leasehold Mortgagee shall be entitled to institute proceedings, and (subject to any stay in any Bankruptcy Proceedings 236 Exhibit D – Page 19 1775.021\1058349.18 affecting Tenant or any injunction, unless such stay or injunction is lifted) provided that from and after the institution of such proceedings, such Leasehold Mortgagee shall diligently prosecute the same to completion, to obtain possession of the Improvements as mortgagee (including possession by a receiver), or acquire directly, or cause its assignee, nominee, or designee to acquire, the Leasehold Estate through a Foreclosure Event, or foreclose on its pledged collateral, as applicable (the obtaining of such possession or the completion of such acquisition, "Control of the Hotel Land"). (1) Further Cure After Control of Hotel Land. Upon obtaining Control of the Hotel Land (whether before or after expiration of any otherwise applicable cure period), such Leasehold Mortgagee or, in the event the Leasehold Estate is acquired through a Foreclosure Event, such New Operator, shall be required to proceed with reasonable diligence and reasonable continuity to cure such nonmonetary defaults as are then reasonably susceptible of being cured by such Leasehold Mortgage or New Operator (excluding Tenant's Personal Defaults, which Leasehold Mortgagee need not cure), within a reasonable time under the circumstances, but, subject to Force Majeure Events, in no event more than 120 days after Leasehold Mortgagee obtains Control of the Hotel Land. (2) Effect of Cure. Upon the cure of a default by such Leasehold Mortgagee or New Operator, as the case may be, in accordance with this Agreement, this Agreement shall continue in full force and effect as if no default(s) had occurred. Leasehold Mortgagee's exercise of Mortgagee's Cure Rights shall not be deemed an assumption of this Agreement in whole or in part. (G) Forbearance by the City. (1) So long as a Leasehold Mortgagee shall be diligently exercising its Mortgagee's Cure Rights, including the commencement and pursuit of an Enforcement Action, within the applicable cure periods set forth above, the City shall not, to the extent permitted under this Agreement, (i) re-enter the Hotel Land to cure the Tenant Event of Default, (ii) bring a proceeding on account of such default to (a) re-enter the Hotel Land to cure the Tenant Event of Default, (b) dispossess Tenant or other occupants of the Hotel Land, (c) terminate the Leasehold Estate, or (d) accelerate payment of Rent or any other amounts payable by Tenant under this Agreement. (2) Nothing in this Section 14 shall, however, be construed to either (i) extend the Term beyond the Expiration Date that would have 237 Exhibit D – Page 20 1775.021\1058349.18 applied if no default had occurred or (ii) require any Leasehold Mortgagee to cure any Personal Default by Tenant as a condition to preserving this Agreement or to obtaining a New Agreement (but this shall not limit such Leasehold Mortgagee's obligation to seek to obtain Control of the Hotel Land, and thereafter consummate a Foreclosure Event, by way of Mortgagee's Cure Rights, if such Leasehold Mortgagee desires to preclude the City from terminating this Agreement on account of a Personal Default of Tenant). (3) Nothing in this Section 14 shall preclude the City from exercising its rights to sue for damages, specific performance, or other equitable relief (excluding "self-help", dispossession, termination or engagement of new management company). (H) Leasehold Mortgagee's Right to Enter Hotel Land. The City and Tenant authorize each Leasehold Mortgagee to enter the Improvements and the Hotel Land as necessary to affect Mortgagee's Cure and take any action(s) reasonably necessary to effect Mortgagee's Cure without such action being deemed to give Leasehold Mortgagee possession of the Hotel Land. (I) Rights of New Operator Upon Acquiring Control. If any New Operator shall acquire the Leasehold Estate pursuant to a Foreclosure Event and shall continue to exercise Mortgagee's Cure Rights as to any remaining defaults (other than Personal Defaults, which New Operator need not cure), then any Personal Defaults by Tenant shall no longer be deemed defaults and the City shall recognize the rights of such New Operator hereunder as if such New Operator were Tenant. (J) Interaction Between Agreement and Leasehold Mortgage. Tenant's default as mortgagor under a Leasehold Mortgage shall not constitute a default under this Agreement, except to the extent that Tenant's actions or failure to act in and of itself constitutes a breach of this Agreement. The exercise of any rights or remedies of a Leasehold Mortgagee under a Leasehold Mortgage, including the consummation of any Foreclosure Event, shall not constitute a default under this Agreement (except to the extent such actions otherwise constitute a breach of this Agreement). 14.8 First Leasehold Mortgagee's Right to a New Agreement. (A) If this Agreement shall terminate by reason of the City exercising any right it has under this Agreement to terminate, a rejection in Tenant's bankruptcy, or option of Tenant to treat this Agreement as terminated under 11 U.S.C. § 365(h)(l)(A)(i), or any comparable provision of Applicable Law, the City shall promptly give notice of such termination to any Leasehold Mortgagee of which the City has notice. The City shall, upon a First Leasehold Mortgagee's request given within 30 days after 238 Exhibit D – Page 21 1775.021\1058349.18 such First Leasehold Mortgagee's receipt of such notice, enter into (and if the City fails to do so, shall be deemed to have entered into) a new lease of the Hotel Land effective as of (or retroactively to) the date of the termination of this Agreement, for the remainder of the Term, as if no termination had occurred, with a New Operator on the same terms and provisions of this Agreement, including all rights, options, privileges and obligations of Tenant under this Agreement and the Chapter 380 Agreement, but excluding any requirements that have already been performed or no longer apply (a "New Agreement"); provided, that the First Leasehold Mortgagee shall, at the time of execution and delivery of such New Agreement, (i) pay the City any and all Rent and any other amounts required to be paid by Tenant to the City under this Agreement (determined as if this Agreement had not been terminated), and (ii) cure any nonmonetary defaults (other than Personal Defaults, which First Leasehold Mortgagee need not cure) under this Agreement (determined as if this Agreement had not been terminated) or, if such nonmonetary default is of a nature that it cannot with due diligence be cured upon such execution and delivery, then the First Leasehold Mortgagee shall (x) upon such execution and delivery, advise the City of its intention to take all steps necessary to remedy such nonmonetary default (other than Personal Defaults, which First Leasehold Mortgagee need not cure), and (y) promptly and duly commence the cure of such default and thereafter diligently prosecute to completion the remedy of such default, which completion must be achieved within a reasonable time under the circumstances, subject to Force Majeure Events. In no event, however, shall the New Operator be required to cure a Personal Default of Tenant as a condition to obtaining or retaining a New Agreement or otherwise. From the date this Agreement terminates until the date of execution and delivery of any such New Agreement (the "New Agreement Delivery Date"), the City may, at its option, perform maintenance and repair of the Improvements and the Hotel Land; provided, however, the City shall not (1) operate the Hotel Land in an unreasonable manner, (2) take any affirmative action to cancel any license or sublease or accept any cancellation, termination or surrender of a sublease, except due to such licensee's or subtenant's default, or (3) lease any of the Hotel Land except to New Operator. (B) The following additional provisions shall apply to any New Agreement: (1) Form and Priority. Any New Agreement (or, at the City's option, a memorandum thereof) shall be in recordable form. Such New Agreement shall not be subject to any rights, liens, or interests other than permitted exceptions and other exceptions to title existing as of the date of such New Agreement which were not created by the City. 239 Exhibit D – Page 22 1775.021\1058349.18 (2) Adjustment for Expenses. On the New Agreement Delivery Date, the New Operator shall pay to the City expenses incurred by the City during the period from the termination date of this Agreement to the New Agreement Delivery Date. (3) Assignment of Certain Items. On the New Agreement Delivery Date, the City shall assign to New Operator all of the City's right, title and interest in and to all moneys (including security deposits, insurance proceeds and condemnation awards), if any, then held by, or payable to, the City that Tenant (or Leasehold Mortgagee) would have been entitled to receive but for termination of this Agreement. On the New Agreement Delivery Date, the City shall also transfer to New Operator all sublease and service contracts to the extent assignable by the City. (4) Preservation of Licenses and Subleases. Between the date of the termination of this Agreement and the New Agreement Delivery Date, the City shall not take any affirmative action to cancel any license or sublease or accept any cancellation, termination or surrender of a license or sublease (it being understood that the City shall not be obligated to take any action to keep any licenses or subleases in effect). Any license or sublease which was terminated upon the termination of this Agreement as a matter of law, shall, at New Operator's option, be reinstated upon execution of the New Agreement. (5) Separate Instrument. The City hereby agrees, at the request of any Leasehold Mortgagee, to enter into a separate instrument (and memorandum thereof in recordable form) memorializing such Leasehold Mortgagee's rights under this Section 14.8. 14.9 Priority of Leasehold Mortgages. If there is more than one Leasehold Mortgage, then whenever this Agreement provides a Leasehold Mortgagee with the right to consent or approve or exercise any right granted in this Agreement, the exercise or waiver of same by the First Leasehold Mortgagee shall control and be binding upon the holder(s) of all junior Leasehold Mortgages or other holders of debt, such as Mezzanine Lenders. 14.10 Liability of Leasehold Mortgagee. If a New Operator shall acquire Tenant's Leasehold Estate through a Foreclosure Event or a New Agreement shall be granted to a New Operator pursuant to Section 14.8, such New Operator shall be liable for the performance of all of Tenant's covenants under this Agreement or such New Agreement, as the case may be, from and after the effective date of such Foreclosure Event or New Agreement. If (A) the New Operator is a Leasehold Mortgagee or its assignee, nominee or designee, (B) such Leasehold Mortgagee, or its assignee, designee or nominee, as applicable, then assigns this Agreement or the New Agreement to a third-party assignee, and (C) such third- 240 Exhibit D – Page 23 1775.021\1058349.18 party assignee delivers to the City an agreement under which such assignee assumes and agrees to perform all the terms, covenants, and conditions of this Agreement or such New Agreement, in form reasonably acceptable to the City, the Leasehold Mortgagee, or its assignee, designee or nominee, as applicable, shall be automatically and entirely released and discharged from the performance, covenants, and obligations of the New Operator under this Agreement or the New Agreement, thereafter accruing. 14.11 Casualty and Condemnation Proceeds. If a casualty or a Condemnation Action shall occur with respect to all or any portion of the Improvements and the Hotel Land and restoration is to occur pursuant to the provisions of this Agreement, any insurance proceeds shall be handled in accordance with Section 7. The City understands that Tenant may irrevocably appoint Leasehold Mortgagee as its representative to participate in any settlement regarding, and with regard to, the disposition and application of said insurance proceeds or Condemnation Awards. The City will recognize and deal with Leasehold Mortgagee for such purposes. The City hereby acknowledges that no election by Tenant not to restore in the event of a casualty or Condemnation Action shall be effective unless Leasehold Mortgagee's consent has been granted to such election. 14.12 Mezzanine Lenders as Leasehold Mortgagees. The Parties agree that each lender under a Mezzanine Financing (as hereinafter defined) (each such lender, a "Mezzanine Lender") is intended to and shall be entitled to substantially the same protections and rights set forth in this Section 14 as provided to a Leasehold Mortgagee, modified as appropriate to reflect the nature of the limited liability company or limited partnership interest or stock pledge, as applicable, in favor of each such Mezzanine Lender, mutatis mutandis. If requested by Tenant in connection with a Mezzanine Financing, the Parties agree to negotiate, in good faith and with due diligence, an amendment to this Agreement or a separate agreement, containing commercially reasonable terms and conditions in order to specifically reflect such protections and rights set forth in this Section 14 as applicable to a Mezzanine Lender. Tenant shall be responsible for the out-of- pocket costs and expenses of the City's participation in such negotiations, including reasonable attorney's fees. As used herein, a "Mezzanine Financing" means a financing transaction which is secured by, inter alia, a pledge or collateral assignment of any or all of the limited liability company or limited partnership interests or the corporate stock of Tenant (or any entity holding a direct or indirect interest in Tenant), as applicable, either together with or in lieu of a Leasehold Mortgage (provided that if the same lender holds both a Leasehold Mortgage and such a pledge or collateral assignment, such lender shall be a Leasehold Mortgagee, and such financing transaction shall be a Leasehold Mortgage, hereunder). 14.13 Rights of City. Notwithstanding anything contained herein to the contrary, any Leasehold Mortgage executed by Tenant shall comply with the following requirements: 241 Exhibit D – Page 24 1775.021\1058349.18 the Leasehold Mortgage and all rights acquired thereunder shall be subject to each and all of the covenants, conditions, restrictions and provisions set forth in this Ground Lease, and to all rights of City hereunder; and no Leasehold Mortgage shall encumber any interest in real property other than Tenant's Leasehold Estate, or secure debt which is not utilized for the purpose of constructing, operating, or maintaining the Improvements. 15. Miscellaneous 15.1 Notices. Any notices or other communications required or desired to be given to the other Parties hereto shall be given in writing and delivered by a reputable independent courier service providing proof of delivery, a reputable overnight courier, or if mailed certified first class mail to the following addresses: To City: City of The Colony 6800 Main Street The Colony, Texas 75056 Attn: Troy C. Powell, City Manager Phone: 972-625-1756 With copy to: Brown & Hofmeister, L.L.P. 740 East Campbell Road, Suite 800 Richardson, Texas 75081 Attention: Jeff Moore, City Attorney Phone: 214-747-6100 If to Tenant: ____________________ c/o Nebraska Furniture Mart, Inc. 700 S. 72nd Street Omaha, Nebraska 68114 Attn: Ryan Blumkin With a copy to: ___________________ c/o Nebraska Furniture Mart, Inc. 700 S. 72nd Street Omaha, Nebraska 68114 Attn: General Counsel And to: Kuckelman Torline Kirkland 10740 Nall Ave., Ste. 250 Overland Park, Kansas 66211 Attn: James Kirkland Phone: 913-948-8614 242 Exhibit D – Page 25 1775.021\1058349.18 Either Party may designate a different address at any time upon written notice to the other Party. 15.2 Force Majeure. Except as otherwise expressly provided herein, each Party hereto shall be excused from the performance of any obligation due hereunder during the period of any delay or failure in performing if such delay or failure is caused by conditions beyond that Party's reasonable control (a "Force Majeure Event"). A Force Majeure Event for the purposes of this Agreement shall include, but not be limited to, acts of God; fire; explosion; vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; supplier failures, shortages or breach or delay; restrictive governmental law or regulations (including without limitation quarantine restrictions, governmental office closures or operation limitations, shut-down orders, work-from-home orders, shelter-in-place orders, stay-at-home orders, mandatory isolation orders, and other restrictive guidance and/or recommendations, but only if and to the extent any such regulations, restrictions, or closures actively prohibit the performance of a Party's obligations hereunder); public health emergencies (such as, without limitation, pandemics, epidemics, or other viral outbreaks); unusual weather events; and unusual delays in obtaining City approvals of plats, permits, or other development approvals required to construct and operate the Project. 15.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable: (1) such provision shall be deleted and rewritten to the extent necessary for such provision to be legal, valid and enforceable and as similar in terms as possible to the original provision in order to give effect to the intent of the Parties, and (2) the validity, legality and enforceability of the remaining provisions this Agreement shall not in any way be affected or impaired thereby. 15.4 Time of the Essence. Time is of the essence in the performance of this Agreement. 15.5 Binding Effect; Amendments. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. The execution of this Agreement has been duly authorized by Tenant, and the person signing this Agreement is duly authorized and lawfully empowered to execute such Agreement and bind Tenant, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of Tenant's certificate of formation or company agreement, or of any agreement or instrument to which Tenant is a party or by which it may be bound. The execution of this Agreement has been duly authorized by the City, and the person signing this Agreement is duly authorized and lawfully empowered to execute such Agreement and bind the City, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of the City's home rule charter or of any agreement or instrument to which the City is a party or by which it may be bound. Except as expressly set forth herein, this Agreement 243 Exhibit D – Page 26 1775.021\1058349.18 may not be amended or terminated without the written consent of the Parties hereto. 15.6 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor has there been any estoppel to enforce any provision of this Agreement, except by written instrument of the Party charged with such waiver or estoppel. 15.7 Interpretation. This Agreement shall be deemed drafted equally by all Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. In the event of a dispute or disagreement arising under this Agreement, this Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted for or against any party on the ground that such party drafted or caused to be draft ed this Agreement. To the extent there is a conflict between the terms of this Agreement and the Chapter 380 Agreement, the terms of the Chapter 380 Agreement shall control. 15.8 Entire Agreement. This Agreement (including the Exhibits hereto) and the Chapter 380 Agreement (including the Exhibits thereto) and the other agreements and documents referenced herein constitute the full and entire understanding and agreement of the Parties hereto with regard to the subject matter hereof and thereof and supersede any prior or contemporaneous agreement or understanding among the Parties. 15.9 No Joint Venture. Nothing contained in this Agreement or any other agreement between the Parties is intended to create a partnership or joint venture between the Parties, and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint either Party as an agent of the other for any purpose whatsoever. Neither Party shall in any way assume any of the liability of the other for acts of the other or obligations of the other. Each Party shall be responsible for any and all suits, demands, costs or actions proximately resulting from its own individual acts or omissions. 15.10 No Third-Party Beneficiaries. Except for the rights of a Leasehold Mortgagee and a Mezzanine Lender provided herein, and as otherwise specifically provided in this Agreement, this Agreement shall not benefit or create any right or cause of action in or on behalf of any third-party beneficiary, or any individual other than the Parties hereto and their permitted assigns. 15.11 Attorneys' Fees. Except as otherwise expressly stated herein, the Parties shall bear their own costs and attorneys' fees incurred in connection with this Agreement. 244 Exhibit D – Page 27 1775.021\1058349.18 15.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 15.13 Applicable Law. This Agreement shall be interpreted and the rights of the Parties hereto determined in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereto, and venue shall be in the District Court in Denton County, Texas. 15.14 Interest. Except as otherwise expressly set forth in this Agreement, any payment required under this Agreement that is not timely made shall bear interest at the Interest Rate from the due date until paid in full. 15.15 Paragraph Headings. The paragraph headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 15.16 Survival. This Section 15 shall survive the expiration of the Term or termination of this Agreement. 15.17 Hazardous Materials. Tenant shall not use, generate, manufacture, refine, produce process, store or dispose of any Hazardous Materials in, on, under or about the Hotel Land, except in strict compliance with all Applicable Laws. [signature page follows] 245 Exhibit D – Page 28 1775.021\1058349.18 IN WITNESS WHEREOF, the Parties have entered in this Agreement as of the day and year first above written. CITY: TENANT: CITY OF THE COLONY, TEXAS a home rule city and municipal corporation ____________________________ _____________________________ By: Name: Troy C. Powell Title: City Manager By: Name:_________________________ Title:__________________________ 246 Exhibit D – Page 29 1775.021\1058349.18 EXHIBIT A-1 HOTEL LAND DESCRIPTION THAT CERTAIN REAL PROPERTY DIRECTLY BENEATH THE AREA DEFINED BY THE OUTER WALLS OF THE HOTEL BUILDING AND ANY CONNECTING STRUCTURE CONSTRUCTED PURSUANT TO THE TERMS OF THE LEASE 247 Exhibit D – Page 30 1775.021\1058349.18 EXHIBIT B AUTHORIZING RESOLUTION 248 Exhibit D – Page 31 1775.021\1058349.18 EXHIBIT C FORM OF MEMORANDUM OF LEASE MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") is made as of ___________, by and between the CITY OF THE COLONY, TEXAS, a Texas home-rule municipality (collectively, "Landlord") and ______________, a ________ ("Tenant"). Pursuant to that certain Ground Lease Agreement by and between Landlord and Tenant dated as of ____________, (the "Lease"), Landlord has leased to Tenant the premises described in the Lease and legally described in Exhibit A attached hereto and incorporated herein by reference. Capitalized terms used but not defined herein shall have the meaning given them in the Lease. All the terms, conditions, covenants and agreements in the Lease are incorporated into this Memorandum of Lease with the same force and effect as if they were fully recited herein. The term of the Lease is fifteen (15) years from and after the Rent Commencement Date (as defined in the Lease) unless sooner terminated or extended as provided in the Lease. In the event of a conflict between the terms and conditions of this Memorandum of Lease and the terms and conditions of the Lease, the terms and conditions of the Lease shall prevail. This Memorandum of Lease may be executed in counterparts. Electronic, facsimile or photocopied signatures shall be considered as valid signatures. 249 Exhibit D – Page 32 1775.021\1058349.18 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first set forth above. "TENANT" By: Name: Title: "LANDLORD" CITY OF THE COLONY, TEXAS Troy C. Powell, City Manager ATTEST: Tina Stewart, City Secretary APPROVED AS TO FORM: _________________________________ Jeffrey L. Moore, City Attorney 250 Exhibit D – Page 33 1775.021\1058349.18 EXHIBIT A TO MEMORANDUM OF LEASE THAT CERTAIN REAL PROPERTY DIRECTLY BENEATH THE AREA DEFINED BY THE OUTER WALLS OF THE HOTEL BUILDING AND ANY CONNECTING STRUCTURE CONSTRUCTED PURSUANT TO THE TERMS OF THE LEASE 251 Exhibit D – Page 34 1775.021\1058349.18 EXHIBIT D FORM OF STRUCTURED PARKING LICENSE THIS LICENSE is made as of _______________, by and between LMG VENTURES, LLC, a Texas limited liability company (“Licensor”), and CITY OF THE COLONY, TEXAS, a Texas municipal corporation organized as a home rule city under the laws of the State of Texas, or its assigns (“Licensee”). IN CONSIDERATION of the mutual covenants herein contained, the parties hereto agree as follows: 1. LICENSE. Licensor hereby grants to Licensee a non-exclusive license to use those portions of the existing Garage 3 commonly known as 4250 Destination Drive (the “Structured Parking”) which are not reserved for the exclusive use of third parties, such Structured Parking is generally depicted on Exhibit A (attached hereto) (the “Licensed Area”) in accordance with the terms of this Agreement. Licensor and Licensee acknowledge and agree that the license granted herein shall grant the customers, patrons, and invitees of the hotel and convention center being developed by an affiliate or assign(s) of Licensor on real property owned by Licensee the non-exclusive right to access and park within the Licensed Area. 2. TERM. The term of this Agreement shall begin on _______________ and shall expire on ____________ (the “Term”). 3. USE. Licensee shall use the Licensed Area solely for the purpose of customer parking related to the hotel and convention center being developed on adjacent property and for no other purpose (the “Use”). 4. COMPLIANCE WITH LAW, RULES, LIENS. (A) Licensee shall obey all laws, ordinances and regulations affecting the Licensed Area in connection with the Use. (B) Licensee agrees to comply with and observe the rules and regulations from time to time promulgated by Licensor with respect to the Licensed Area, so long as such rules and regulations do not impede or interfere with Licensee’s Use of the Licensed Area. (C) Licensee shall not suffer any mechanic’s liens or materialmen’s lien to be filed against the Licensed Area or the surrounding or adjacent property. 5. ALTERATIONS. Licensee shall not make any alterations to the Licensed Area. 6. ASSIGNMENT. Licensee, without the prior written consent of Licensor, shall have the right to assign and transfer this Agreement and the license relating to the Licensed Area to an affiliated company/entity, including the party developing, constructing, leasing, or operating the hotel and convention center being developed on the adjacent property. 252 Exhibit D – Page 35 1775.021\1058349.18 7. SURRENDER. On the last day of the Term or on the sooner termination thereof, Licensee shall peaceably surrender the Licensed Area. 8. APPLICABLE LAW; CONSENT TO VENUE. The laws of the State of Texas shall govern the validity, performance and enforcement of this Agreement. Licensee further agrees that any action brought in connection with this Agreement shall be maintained in any court of competent jurisdiction in the County in which the Licensed Area is located. 9. MODIFICATIONS. This Agreement may be modified only in writing signed by both Licensor and Licensee. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date first above written. Licensor: LMG VENTURES, LLC, Name: ______________________________ Title: ______________________________ Date: ______________________________ Licensee: CITY OF THE COLONY, TEXAS, By: _________________________________ Name: ______________________________ Title:________________________________ 253 Exhibit E – Page 1 1775.021\1058349.18 EXHIBIT E Form of TIRZ Agreement REINVESTMENT ZONE NUMBER ONE, CITY OF THE COLONY, TEXAS TIRZ AGREEMENT This TIRZ Agreement (this "Agreement") is executed between LMG Ventures, LLC, a Texas limited liability company (the "Developer"), the City of The Colony (the "City"), and the Board of Directors of Reinvestment Zone Number One, City of The Colony, Texas (the "Board") to be effective ____________, 2025 (the "Effective Date"). The City, the Board, and the Developer are individually referred to as a "Party" and collectively as the "Parties." The City and the Board are collectively referred to as the "Public Parties." ARTICLE I RECITALS WHEREAS, unless otherwise specified, all references to "Section" mean a section of this Agreement, and all references to "Exhibit" mean the exhibits attached to and made a part of this Agreement for all purposes; and WHEREAS, capitalized terms shall have the meanings given to them in Article 2, and, if not otherwise defined in Article 2 of this Agreement, shall have the meanings given to them in the Chapter 380 Agreement; and WHEREAS, the City and the Developer have entered into that certain Chapter 380 Agreement (the "Chapter 380 Agreement"), approved by the City on November 18, 2025, relating to the Project (defined in the Chapter 380 Agreement) under which the City has agreed to provide certain performance-based economic development incentives in exchange for Developer's substantial commitment and investment in the Project which include certain grants to the Developer as described therein and as more fully set forth in the Chapter 380 Agreement and this Agreement; and WHEREAS, the Chapter 380 Agreement contemplates the Project will be a "Qualified Project" in Section 351.151(4) of the Chapter 351 of the Texas Tax Code, as amended ("Chapter 351"); and WHEREAS, Reinvestment Zone Number One, City of The Colony, Texas (the "TIRZ") is a tax increment reinvestment zone created by the governing body of the City (the "City Council") by Ordinance No. 2011-1926 adopted November 8, 2011; and WHEREAS, in addition to creating the TIRZ, Ordinance No. 2011-1926 appointed the Board; and 254 Exhibit E – Page 2 1775.021\1058349.18 WHEREAS, on November 15, 2011, the City Council adopted Ordinance No. 2011-1929 approving the Final Project and Finance Plan for the TIRZ (the "Project and Finance Plan"); and [amend to include state rebate grants and terms of MDA Section 6.2] WHEREAS, the City is authorized by Chapter 380 of the Texas Local Government Code as amended ("Chapter 380") to establish economic development programs and to provide incentives for economic development; and WHEREAS, Texas Tax Code Section 311.010(h) provides that upon approval by the City Council, the Board may exercise all of the powers of the City under Chapter 380 to promote state or local economic development and to stimulate business and commercial activity in the TIRZ; and the Public Parties are establishing economic development programs and providing incentives pursuant to this Agreement and the Chapter 380 Agreement; and WHEREAS, the City is authorized to pledge or commit revenues received under Chapter 351 for the payment of contractual obligations, including incentives for the Project, as a Qualified Project under Chapter 351, pursuant to a contract authorized by Chapter 380, and the City has done so under the Chapter 380 Agreement and this Agreement which require certain revenues to be deposited into the TIF Fund; and WHEREAS, Texas Tax Code Sections 311.008 and 311.010(b) authorize the City and the Board to enter into agreements necessary to implement the Project and Finance Plan and otherwise achieve the purposes of the Project and Finance Plan; and WHEREAS, the Project and Finance Plan contemplates, the execution of a "TIRZ Agreement" that the City and the Board determine to be necessary to implement the Project and Finance Plan and the Chapter 380 Agreement; and WHEREAS, this Agreement is the "TIRZ Agreement" described in the Project and Finance Plan and the Chapter 380 Agreement; and WHEREAS, the Parties intend that certain grants described in the Chapter 380 Agreement will be paid to the Developer under this Agreement; and WHEREAS, the liability of the Public Parties under this Agreement is limited to amounts required to be deposited into the TIF Fund under the Chapter 380 Agreement; and WHEREAS, the grants provided to the Developer under this Agreement as contemplated by the Chapter 380 Agreement are for the public purposes of: (i) developing and diversifying the economy of the state; (ii) eliminating unemployment and underemployment in the state; (iii) developing and expanding commerce in the state; (iv) stimulating business and commerce within the TIRZ; and (v) promoting development and redevelopment within the TIRZ; and WHEREAS, the City and Developer intend for portions of the Project to be a "Qualified Project" under Section 351.151(4) of Chapter 351; and WHEREAS, the City has determined that pledging the tax funds received under 255 Exhibit E – Page 3 1775.021\1058349.18 Subchapter C of Chapter 351 to this Agreement benefits the Hotel Building and the Convention Center Building; and WHEREAS, the City has determined that pledging the tax funds received under Subchapter C of Chapter 351 to this Agreement benefits the Hotel Building and the Convention Center Building; and WHEREAS, the City Council has also determined that the Convention Center Building will be constructed and operated for the primary use and benefit of the City; and WHEREAS, the City and the Board hereby find, determine and declare that it is necessary and convenient to the implementation of the Project and Finance Plan and to the achievement of the purposes contained therein to create the economic development programs contained in the Project and Finance Plan; and, that such programs further the public purpose of developing and diversifying the economy of the TIRZ and are authorized by Article III, Section 52 -a of the Texas Constitution, as amended; and WHEREAS, the completion of the Project will facilitate and encourage development both within and outside the TIRZ that will significantly enhance growth and will generate tax revenues to the City; and WHEREAS, the completion of the Project will promote state and local economic development and will stimulate business and commercial activity in the City, the County and the State, including tourism; and will contribute to the development and diversification of the economy of the State, and to the development and expansion of the commerce of the State; and WHEREAS, the City has an interest in creating jobs and expanding the tax base which accomplish a public purpose; and WHEREAS, the City has ensured that the public will receive benefits for the grants provided by: (i) imposing on the Developer performance standards and penalties for any failure to meet the standards; and (ii) restricting the use of land within the TIRZ. NOW THEREFORE, for and in consideration of the mutual benefits and promises of the Parties set forth in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties agree as follows: ARTICLE II DEFINITIONS "Agreement" has the meaning stated in the first paragraph hereof. "Assignee" has the meaning stated in Section 8.1. "Board" means the Board of Directors of Reinvestment Zone Number One, City of The Colony, Texas. 256 Exhibit E – Page 4 1775.021\1058349.18 "Chapter 351" means Chapter 351 of the Texas Tax Code, as amended. "Chapter 380" means Chapter 380 of the Texas Local Government Code, as amended. "City" means the City of The Colony, Texas, a home-rule municipality of the State of Texas. "City Council" means the governing body of the City. "Convention Center Building" has the meaning stated in the Chapter 380 Agreement. "Developer" means LMG Ventures, LLC, a Nebraska Furniture Mart, Inc. wholly owned subsidiary or its assigns. "Effective Date" means the date set forth by the signature of the last party to execute this Agreement. "Hotel Building" has the meaning stated in the Chapter 380 Agreement. "Chapter 380 Agreement" means that certain Chapter 380 Agreement relating to the Project entered into by the City and the Developer, approved by the City on November 18, 2025. "Party" has the meaning stated in the first paragraph hereof. "Parties" has the meaning stated in the first paragraph hereof. "Project and Finance Plan" means that certain Final Project and Finance Plan for Reinvestment Zone Number One, City of The Colony approved by the City Council by Ordinance No. 2011-1929 adopted on November 15, 2011. [amend to include state rebate projects (Public Improvements), state rebate grants and terms of MDA Section 6.2] "Public Improvements" are defined in the Final Project and Finance Plan. "Public Parties" has the meaning stated in the first paragraph hereof. "Qualified Project" has the meaning stated in the Chapter 380 Agreement. "State Tax Revenues" has the meaning stated in the Chapter 380 Agreement. "TIF Fund" has the meaning stated in the Chapter 380 Agreement. "TIRZ" means Reinvestment Zone Number One, City of The Colony, Texas created by Ordinance No. 2011-1926 adopted by the City Council on November 8, 2011. 257 Exhibit E – Page 5 1775.021\1058349.18 ARTICLE III ECONOMIC PROGRAMS AND ECONOMIC GRANTS Texas Tax Code Section 311.010(h) provides that the Board, subject to the approval of the City Council, may establish and provide for the administration of one or more programs as the Board determines is necessary or convenient to implement and achieve the purposes of the Project and Finance Plan, which programs are for the public purposes of developing and diversifying the economy of the TIRZ and developing business and commercial activity within the TIRZ. Such economic development programs may include, to the extent permitted by law, programs to make grants of any lawfully available money from the TIF Fund, for activities that benefit the TIRZ and stimulate business and commercial activity in the TIRZ. Section 10.1 of the Project and Finance Plan is intended to be an economic development program authorized by Section 311.010(h) and by Article III, Section 52-a of the Texas Constitution, as amended. Development within the TIRZ will further the public purpose of developing and diversifying the economy of the TIRZ as described in the Project and Finance Plan. The Public Parties hav e determined, and it is recognized, that such development will not occur through private investment in the foreseeable future, nor will such development occur only through public participation in the cost of the Public Improvements. The Project serves the public purpose of attracting new business and commercial activity to the TIRZ for the purpose of providing long- term economic benefits including, but not limited to, increases in the real property tax base for all taxing units within the TIRZ and increased job opportunities for residents of the City, Denton County, and the region, all of which benefit the TIRZ and the City. Pursuant to this authority, the Public Parties agree to implement this Agreement and the Chapter 380 Agreement. ARTICLE IV PAYMENTS FROM TIF FUND Section 4.1. Deposits into TIF Fund. Commencing on the Effective Date, and continuing for the term of the Chapter 380 Agreement, the Public Parties shall cause to be deposited into the TIF Fund (or appropriate subaccount created therein by the City) the State Tax Revenues. Funds in the TIF Fund shall be used only to pay the Developer the grants contemplated by the Chapter 380 Agreement. Section 4.2. Developer Construction of Public Improvements; No Public Bidding. All design, inspection and supervision of the construction of the Public Improvements will be undertaken in accordance with applicable City standards and regulations. This Agreement is an agreement authorized by Texas Tax Code Section 311.010(b) and pursuant to Section 311.010(g), as such, is exempt from the public bid requirements of Texas Local Government Code Chapter 252. Pursuant to Texas Local Government Code Section 272.001(b)(6), the public notice and bidding requirements of Texas Local Government Code Section 272.001(a) do not apply to the sale of the City's land that is located in a reinvestment zone designated as provided by law and that the municipality desires to have developed under a project plan adopted by the City for the zone. Pursuant to Local Government Code 253.0125, the City will publish notice in a newspaper of general circulation in the county in which the Property is located within 10 days before the date the Property is transferred pursuant to Developer's Repurchase Right , providing the required notice that the City will consider a possible transfer of an interest in real property as set forth in this Agreement and the Chapter 380 Agreement. If the City fails to publish the 258 Exhibit E – Page 6 1775.021\1058349.18 foregoing notice, the Developer, at its option, may publish the notice in accordance with Local Government Code 253.0125. Section 4.3. Developer Payments. The Public Parties agree to pay the Developer for the incentives contemplated by the Chapter 380 Agreement from the TIF Fund. The TIF Fund shall only be used to pay the Developer amounts owed in accordance with this Agreement, the Project and Finance Plan, and the Chapter 380 Agreement. Section 4.4. Records. Each Party shall maintain complete books and records showing its compliance with its obligations, its satisfaction of performance criteria for incentives under the Chapter 380 Agreement and this Agreement, which books and records shall be deemed complete if kept in accordance with generally acceptable accounting principles. Such books and records shall be available for examination by the duly authorized officers or agents of the inspecting Party during normal business hours upon request made not less than ten (10) business days prior to the date of such examination. Each Party shall maintain such books and records throughout the term of this Agreement. Each Party shall have the right to an annual audit, upon reasonable notice and, at its own expense, all of the records related to the performance criteria of Article IV and Article V of the Chapter 380 Agreement to confirm the performance criteria have been satisfied. Upon written request by a Party not more than once per year, the Party in receipt of the request shall give the requesting Party access to all records controlled by, or in the direct or indirect possession of, the Party (other than records subject to legitimate claims of attorney- client privilege) relating to that Party's compliance with performance criteria or obligations and permit the inspecting Party to review such records in connection with conducting a reasonable audit of such conditions. Any discrepancy in grant payments found in the audi t shall be submitted to the audited Party for review and each Party shall make appropriate adjustment in incentive payments during the next payment period. Section 4.5. Collection and Payment. The City shall continuously collect the State Tax Revenues pursuant to the Chapter 380 Agreement to the maximum extent permitted by law. The Public Parties will deposit all State Tax Revenues directly into the TIF Fund, without counterclaim or offset. ARTICLE V DEFAULTS AND REMEDIES Section 5.1. The terms of this Agreement are subject to the notice, cure and default provisions of the Chapter 380 Agreement. Section 5.2. IF A PARTY IS IN DEFAULT, THE AGGRIEVED PARTY'S SOLE AND EXCLUSIVE REMEDY SHALL BE SPECIFIC PERFORMANCE. WITHOUT LIMITING THE FOREGOING, NO DEFAULT UNDER THIS AGREEMENT SHALL ENTITLE THE AGGRIEVED PARTY TO TERMINATE THIS AGREEMENT OR LIMIT THE TERM OF THIS AGREEMENT. ARTICLE VI MISCELLANEOUS Section 6.1. Term. This Agreement shall expire when the TIRZ expires. 259 Exhibit E – Page 7 1775.021\1058349.18 Section 6.2. Collateral Assignment. The Developer shall have the right to collaterally assign, pledge, or encumber, in whole or in part, to any lender as security for any loan in connection with development within the TIRZ, all rights, title, and interests of the Developer to receive payments under this Agreement. Such collateral assignments (i) shall not require the consent of the Public Parties, (ii) shall require notice to the Public Parties together with full contact information for such lenders, (iii) shall not create any liability for any lender under this Agreement by reason of such collateral assignment unless the lender agrees, in writing, to be bound by this Agreement; and (iv) may give lenders the right, but not the obligation, to cure any failure of the Developer to perform under this Agreement. No collateral assignment shall relieve the Developer from any obligations or liabilities under this Agreement. Section 6.3. Notice. Any notices or other communications required or desired to be given to the other Parties hereto shall be given in writing and delivered by a reputable independent courier service providing proof of delivery, a reputable overnight courier, or if mailed certified first class mail to the following addresses: To City: City of The Colony 6800 Main Street The Colony, Texas 75056 Attn: Troy C. Powell, City Manager Phone: 972-625-1756 With copy to: Brown & Hofmeister, L.L.P. 740 East Campbell Road, Suite 800 Richardson, Texas 75081 Attention: Jeff Moore, City Attorney Phone: 214-747-6100 To Developer: LMG Ventures, LLC 700 South 72nd. Street Omaha, Nebraska 68114 Attention: Ryan Blumkin Phone: 402-392-3270 And to Developer: LMG Ventures, LLC 700 South 72nd. Street Omaha, Nebraska 68114 Attention: Vic Padios, General Counsel Phone: 402-392-3311 With a copy to: Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 Attention: Misty Ventura Phone: 214-328-1101 Either Party may designate a different address at any time upon written notice to the other Party. 260 Exhibit E – Page 8 1775.021\1058349.18 Section 6.4. Governing Law and Venue. This Agreement shall be interpreted and the rights of the Parties hereto determined in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereto, and venue shall be in the District Court in Denton County, Texas. Section 6.5. Compliance with Laws. The City and Developer shall comply in all material respects with all applicable laws in connection with the development and construction of the Project. Section 6.6. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. This Agreement may be assigned, in whole or in part, to an Affiliate without City consent. In the event of any assignment, the assigning party shall provide notice to the other party of the assignment within ten (10) business days thereof. Section 6.7. Entire Agreement. This Agreement (including the Exhibits hereto) and the Chapter 380 Agreement (including the Exhibits thereto) and the other agreements and documents referenced herein constitute the full and entire understanding and agreement of the Parties hereto with regard to the subject matter hereof and thereof and supersede any prior or contemporaneous agreement or understanding among the Parties. Section 6.8. Time of the Essence. Time is of the essence in the performance of this Agreement. Section 6.9. Binding Effect. The execution of this Agreement has been duly authorized by Developer, and the person signing this Agreement is duly authorized and lawfully empowered to execute such Agreement and bind Developer, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of Developer's certificate of formation or company agreement, or of any agreement or instrument to which Developer is a party or by which it may be bound. The execution of this Agreement has been duly authorized by the City, and the person signing this Agreement is duly authorized and lawfully empowered to execute such Agreement and bind the City, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, or of the provisions of the City's home rule charter or of any agreement or instrument to which the City is a party or by which it may be bound. Section 6.10. Amendment. Except as expressly set forth herein, this Agreement may not be amended or terminated without the written consent of the Parties hereto. Section 6.11. Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor has there been any estoppel to enforce any provision of this Agreement, except by written instrument of the Party charged with such waiver or estoppel. Section 6.12. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable: (1) such provision shall be deleted and rewritten to the extent necessary for such provision to be legal, valid and enforceable and as similar in terms as possible to the original provision in order to give effect to the intent of 261 Exhibit E – Page 9 1775.021\1058349.18 the Parties, and (2) the validity, legality and enforceability of the remaining provisions this Agreement shall not in any way be affected or impaired thereby. Section 6.13. Third-Party Beneficiaries. The Parties hereto intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any third -party beneficiary, or any individual other than the Parties hereto and their permitted assigns. Section 6.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 6.15. Headings. The headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Section 6.16. Draftsmanship and Interpretation. This Agreement shall be deemed drafted equally by all Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. In the event of a dispute or disagreement arising under this Agreement, this Agreement shall be interpreted in accordance with its fair meaning and shall not be interpreted for or against any party on the ground that such party drafted or caused to be drafted this Agreement. To the extent there is a conflict between the terms of this Agreement or the Chapter 380 Agreement, the terms of the Chapter 380 Agreement shall control. Section 6.17. Delays or Omissions. Except as otherwise provided herein to the contrary, no delay or omission to exercise any rights, power or remedy inuring to any Party upon any Default of any Party under this Agreement shall impair any such right, power or remedy of such Party not shall it be construed to be a waiver of any such Default, or an acquiescence therein, or of or in any similar Default thereafter occurring; nor shall any waiver of any single Default be deemed a waiver of any Default theretofore or thereafter occurring. All remedies either under this Agreement or by law or otherwise afforded to the Parties shall be cumulative and not alternative. Section 6.18. No Joint Venture. Nothing contained in this Agreement or any other agreement between Developer and the City is intended by the parties to create a partnership or joint venture between Developer on the one hand, and the City on the other hand and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint either Party as an agent of the other for any purpose whatsoever. Neither Party shall in any way assume any of the liability of the other for acts of the other or obligations of the other. Each Party shall be responsible for any and all suits, demands, costs or actions proximately resulting from its own individual acts or omissions. Section 6.19. Approvals. This Agreement, including all exhibits attached hereto, is expressly contingent upon the approval by the City Council and the Board. Section 6.20. No Waiver of Immunities. Except as otherwise expressly stated herein, the City does not waive, modify, or alter to any extent whatsoever the availability of the defense of 262 Exhibit E – Page 10 1775.021\1058349.18 governmental immunity under state or federal law. The City does, however, acknowledge this Agreement is a contract for goods and services enforceable under Texas Local Government Code Chapter 271, Subchapter I. In addition, the City acknowledges the Project is the plan for development of the Property and enforceable under Texas Local Government Code Chapter 245. Nothing in this Agreement is intended to delegate or impair the performance by the City of its governmental functions, and the City waives any claim or defense that any provision of this Agreement is unenforceable on the grounds that it constitutes an impermissible delegation or impairment of the City's performance of its governmental functions. Section 6.21. Public Information. Notwithstanding any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to this Agreement and, to the extent such requirements apply to this Agreement, the Developer agrees that this Agreement may be terminated if the Developer knowingly or intentionally fails to comply with a requirement of that subchapter, if applicable, and the Developer fails to cure the violation on or before the 10th business day after the date the City provides notice to Developer of noncompliance with Subchapter J, Chapter 552. To the extent Section 552.372, Texas Government Code applies to this Agreement, Developer is required to preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to the City for the duration of this Agreement; promptly provide to the City any contracting information related to this Agreement that is in the custody or possession of the Developer on request of the City; and on completion of the Agreement, either provide at no cost to the City all contracting information related to the contract that is in the custody or possession of the entity or preserve the contracting information related to the contract as provided by the records retention requirements applicable to the City. Section 6.22. Employment of Undocumented Workers. The Developer agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a(f), the Developer shall repay the incentives granted herein within 120 days after the date the Developer is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. Pursuant to Section 2264.101(c), Texas Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts. Section 6.23. Statutory Verifications. The Developer makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended, in entering into this Agreement (the "Verifications"). As used in such Verifications, the Developer understands 'affiliate' to mean an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such Verifications during the term of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything contained in this Agreement to the contrary. 263 Exhibit E – Page 11 1775.021\1058349.18 e. Iran, Sudan and Foreign Terrorist Organizations. The Developer represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, as amended. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. f. No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, 'boycott Israel,' has the meaning in Section 2271.001, Texas Government Code, by reference to Section 808.001(1), Texas Government Code, and means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. g. No Discrimination Against Fossil Fuel Companies. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning in Section 2276.001(1), Texas Government Code, by reference to Section 809.001, Texas Government Code, and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. h. No Discrimination Against Firearm Entities and Firearm Trade Associations. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification and the following definitions: 264 Exhibit E – Page 12 1775.021\1058349.18 i. 'discriminate against a firearm entity or firearm trade association,' has the meaning in Section 2274.001(3), Texas Government Code, and means: (A) with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, and (B) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association; ii. 'firearm entity,' has the meaning in Section 2274.001(6), Texas Government Code, and means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting); and iii. 'firearm trade association,' has the meaning in Section 2274.001(7), Texas Government Code, and means any person, corporation, unincorporated association, federation, business league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private 265 Exhibit E – Page 13 1775.021\1058349.18 shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. Section 6.24. Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Developer; and, neither the City nor its consultants have verified such information. [SIGNATURE PAGES FOLLOW] 266 Exhibit E – Page 14 1775.021\1058349.18 EXECUTED this ______ day of ___________________, 20____. CITY OF THE COLONY, TEXAS By: _________________________________ Richard Boyer, Mayor ATTEST: _____________________________________ Tina Stewart, City Secretary APPROVED AS TO FORM: ___________________________ Jeffrey L. Moore, City Attorney CITY OF THE COLONY TAX INCREMENT REINVESTMENT ZONE NUMBER ONE By:___________________________ Richard Boyer, Board Chairman 267 Exhibit E – Page 15 1775.021\1058349.18 DEVELOPER LMG VENTURES, LLC, a Texas limited liability company By: Name: Title: Date: STATE OF TEXAS § § COUNTY OF ___________ § This instrument was acknowledged before me on this ___ day of _______________ _____, by _____________, _______________ of LMG VENTURES, LLC, a Texas limited liability company, on behalf of said limited liability company. ____________________________________ Notary Public, State of Texas [SEAL] 268 Exhibit F – Page 1 1775.021\1058349.18 EXHIBIT F Initial Project Ownership, Operation and Funding Project Ownership Operation Hotel Land City Not Applicable Hotel Building Private Private Qualified Establishments Private or Hotel Private or Hotel Connected Development Private Private Connected Development Land Private Not Applicable Convention Center Land City Not Applicable Convention Center Building City Private* City ownership of the Hotel Land satisfies the ownership requirement in Texas Tax Code Section 351.151(3)(A) and City ownership of the Convention Center Land and Convention Center Building satisfies the ownership requirement in Texas Tax Code Section 351.151(2)(B). City has the freedom to dispose of the Convention Center Building, Convention Center Land, and Hotel Land with existing encumbrances. The Convention Center Building, the Convention Center Land, and the Hotel Land are not subject to a purchase option or other condition that in any way limits the City's ability to sell at will the Convention Center Building, the Convention Center Land or the Hotel Land during the refund, rebate, or payment period of the State Tax Revenues. The Project will be located on lots depicted on page two of this Exhibit F. The size of Lot 1 and Lot 2 may be increased or decreased. The Hotel Building and Convention Center Building will be constructed on Lot 1. Lot 1 will be transferred to the City after a final plat of Lot 1 is recorded in the county real property records and before a building permit is issued by The Colony to construct the Hotel Building or the Convention Center Building. When constructed, the Hotel Building and the Convention Center Building will either be connected or the Hotel Building will have an exterior wall that is located not more than 1,000 feet from the nearest exterior wall of the Convention Center Building. Lot 2 will include Connected Development. The subdivision and platting process may result in lot line segments varying in length from what is depicted on this Exhibit H. New platted lots may be carved out of Lot 2 as part of the City subdivision and platting process, as long as (1) Lot 2 and any subdivided portion thereof continues to share a boundary line with Lot 1; or (2) any new lot carved out of Lot 2 that does not share a boundary line with Lot 1 is excluded from the calculation of State Tax Revenues. *The Convention Center Building will be constructed and operated for the primary use and benefit of the Cit y through the requirements of the transfer documents and the Convention Center Lease. 269 Exhibit F – Page 2 1775.021\1058349.18 270 Exhibit G – Page 1 1775.021\1058349.18 EXHIBIT G Waiver of Sales Tax Confidentiality Date: _________________ I authorize the Comptroller of Public Accounts to release sales tax information pertaining to the taxpayer indicated below to the City of The Colony. I understand that this waiver applies only to our restaurant, bar, or retail establishment located in The Colony, Texas, included as part of the Project constructed on the Property. Please print or type the following information as shown on your Texas Sales & Use Tax Permit: ___________________________________________________________ Name of Taxpayer Listed on Texas Sales Tax Permit ____________________________________________________________ Name Under Which Taxpayer is Doing Business (d/b/a or Outlet Name) ____________________________________________________________ Taxpayer Mailing Address ____________________________________________________________ Physical Location of Business Permitted for Sales Tax in The Colony, Texas ____________________________________________________________ Texas Taxpayer ID Number Tax Outlet Number ___________________________________ Authorized Signature ___________________________________ Printed Name ___________________________________ Position/Title ___________________________________ Telephone Number The authorized signature must be an officer, director, partner, or agent authorized to sign a Texas Sales Tax Return. If you have any questions concerning this waiver of confidentiality, please contact the Texas Comptroller of Public Accounts at 800.531.5441. 271 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2025 - _______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING THE COLONY HOTEL AND CONVENTION CENTER CHAPTER 380 AGREEMENT WITH LMG VENTURES, LLC; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, that The Colony Hotel and Convention Center Chapter 380 Agreement, a copy of which is attached hereto as Exhibit A, is authorized by and adopted pursuant to Chapter 380 of the Texas Local Government Code, as amended; and WHEREAS, the City Council of the City of The Colony, Texas (the “City Council”) hereby determines that this Resolution and The Colony Hotel and Convention Center Chapter 380 Agreement, a copy of which is attached hereto as Exhibit A, comply with all of the applicable requirements of Chapter 380 of the Texas Local Government Code, as amended, the Texas Open Meetings Act, Chapter 551 of the Texas Government Code, as amended, and the ordinances and home-rule Charter of the City of The Colony, Texas; and WHEREAS, the City Council finds that this Agreement will promote local economic development and stimulate business and commercial activity in the City; and WHEREAS, the City Council hereby determines that it is in the best interest of the City to adopt this Resolution approving the attached The Colony Hotel and Convention Center Chapter 380 Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: SECTION 1. Each and every one of the recitals, findings, and determinations contained in the preamble to this Resolution, as well as each and every one of the recitals, findings, and determinations contained in The Colony Hotel and Convention Center Chapter 380 Agreement attached hereto as Exhibit A, are incorporated into the body of this Resolution as if fully set forth herein and are hereby found and declared to be true and correct legislative findings and are adopted as part of this Resolution for all purposes. SECTION 2. The Colony Hotel and Convention Center Chapter 380 Agreement is hereby approved by the City Council. SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this Resolution, or application thereto to any persons or circumstances, is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Resolution; and the City Council hereby declares it would have 272 passed such remaining portions of this Resolution despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 4. This Resolution shall become effective immediately upon passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 2ND DAY OF DECEMBER, 2025. Richard Boyer, Mayor City of The Colony, Texas ATTEST: Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: Jeffrey L. Moore, City Attorney 273 Exhibit A [The Colony Hotel and Convention Center Chapter 380 Agreement] 274 Agenda Item No: 5.4 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Discuss and consider making appointments to the Tax Increment Reinvestment Zone Number One Board of Directors. (Council) Background: Attachments: TIRZ #1 Members.pdf 275 Updated: December 202 5 TAX INCREMENT REINVESTMENT ZONE NO. 1 TERM NAME PLACE ORIG.APPOINT MENT EXPIRES Brian Wade 1 2021 12-26 Richard Boyer, Chair 2 2011 12-26 Troy Powell 3 2011 12-26 Tim Miller, Secretary 4 2011 12-26 Judy Ensweiler 5 2023 12-26 Joel Marks 6 2011 12-25 Perry Schrag 7 2011 12-25 Commissioner Kevin Falconer 8 2021 12-25 2209 Whitman County appoints Carrollton, TX 75050 Commissioner Barry Jordan 9 2018 12-25 1819 Addington Drive County appoints Carrollton, TX 75007 Terms: 2 years, staggered Members: 9 Designated area is Grandscape 276 Agenda Item No: 5.5 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Discuss and consider appointing a member of the Tax Increment Reinvestment Zone Number One Board of Directors to serve as Chairman for a one-year term. (Council) Background: Attachments: TIRZ#1 Section 2-3 of Ordinance No.2011-1926 CHAIR.pdf 277 278 Agenda Item No: 5.6 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Discuss and consider making appointments to the Tax Increment Reinvestment Zone Number Two Board of Directors. (Council) Background: Attachments: TIRZ #2 Members.pdf 279 Updated December 2025 TAX INCREMENT REINVESTMENT ZONE NO. 2 NAME PLACE ORIG.APPOINT EXPIRES TERM Judy Ensweiler 1 12-21 12-25 Richard Boyer, Chair 2 12-13 12-25 Robyn Holtz 3 12-21 12-25 Troy Powell 4 12-13 12-26 Tim Miller 5 12-13 12-26 Joel Marks, Secretary 6 12-13 12-26 Dan Rainey 7 12-23 12-26 Kristian Teleki 8 12-13 12-25 320 W. Main Lewisville, TX 75057 . Mary Day 9 12-22 12-25 320 W Main St Lewisville, TX 75057 Terms: 2 years, staggered Members: 9 Created by Ord No. 2013-2034, December 3, 2013 Designated Area is The Tribute 280 Agenda Item No: 5.7 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Discuss and consider appointing a member of the Tax Increment Reinvestment Zone Number Two Board of Directors as Chairman for a one-year term. (Council) Background: Attachments: TIRZ#2 Section 2-3 of Ordinance No.2013-3034 CHAIR.pdf 281 282 Agenda Item No: 5.8 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Discuss and consider making appointments to the Local Development Corporation Board of Directors. (Council) Background: Attachments: LDC Members.pdf 283 Updated December 2025 LOCAL DEVELOPMENT CORPORATION TERM NAME PLACE ORIG.APPOINTMENT EXPIRES Judy Ensweiler 1 12-21 12-26 Richard Boyer, Chair 2 11-11 12-26 Brian Wade 3 12-16 12-26 Troy Powell 4 11-11 12-26 Robyn Holtz 5 12-22 12-26 Dan Rainey 6 12-23 12-25 Kirk Mikulec, Vice-Pres. 7 11-11 12-25 Perry Schrag 8 11-11 12-25 Joel Marks 9 11-11 12-25 Terms: 2 years, staggered Members: 9 284 Agenda Item No: 5.9 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Discuss and consider appointing a member of the Local Development Corporation Board of Directors to serve as Chairman for a one-year term. (Council) Background: Attachments: Article II of LDC Bylaws CHAIR.pdf 285 286 Agenda Item No: 5.10 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Discuss and consider making appointments to the Hotel Development Corporation Board of Directors. (Council) Background: Attachments: HDC Members.pdf 287 Updated Decem ber 2025 HOTEL DEVELOPMENT CORPORATION TERM NAME PLACE ORIG.APPOINTMENT EXPIRES Judy Ensweiler 1 12-21 12-26 Richard Boyer, Chair 2 12-21 12-26 Brian Wade 3 12-21 12-26 Troy Powell, Treasurer 4 01-21 12-26 Tim Miller 5 01-21 12-26 Dan Rainey 6 12-23 12-25 Robyn Holtz 7 12-21 12-25 Perry Schrag 8 01-21 12-25 Joel Marks 9 01-21 12-25 Terms: 2 years, staggered Members: 9 288 Agenda Item No: 5.11 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Discuss and consider appointing a member to the Hotel Development Corporation Board of Directors to serve as Chairman for a one-year term. (Council) Background: Attachments: Article II of HDC Bylaws CHAIR.pdf 289 290 Agenda Item No: 5.12 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: regular agenda items Suggested Action: Appointment of Council Liaisons to various city boards, commissions and committees. (Mayor) Background: Attachments: City Council Appointed Committees.docx 291 City Council Appointed Boards, Commissions and Committees Richard Boyer Solid Waste Committee Place 1 – Judy Ensweiler Library Board Planning & Zoning Commission (Alternate) Solid Waste Committee Place 2 – Robyn Holtz Community Development Corporation (Joel Marks-Alternate) Place 3 – Brian Wade Animal Control Board Planning & Zoning Commission (Judy Ensweiler-Alternate) Economic Development Corporation (Alternate) Place 4 – Dan Rainey Board of Adjustment/Sign Board of Appeals Veterans Advisory Committee Place 5 – Perry Schrag Economic Development Corporation Technologies Board Solid Waste Committee Place 6 – Joel Marks Keep The Colony Beautiful Board Community Development Corporation (Alternate) 292 Agenda Item No: 6.1 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: executive session Suggested Action: A. Council shall convene into a closed executive session pursuant to Sections 551.072 and 551.087 of the Texas Government Code to deliberate regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and to deliberate the offer of a financial or other incentive to a business prospect(s). B. Council shall convene into a closed executive session pursuant to Section 551.071 of the Texas Government Code to seek legal advice from the city attorney regarding municipal setting designations (MSD). Background: 293 Agenda Item No: 7.1 CITY COUNCIL Agenda Item Report Meeting Date: December 2, 2025 Submitted By: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: executive session action Suggested Action: A. Any action as a result of executive session regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and the offer of a financial or other incentive to a business prospect(s). B. Any action as a result of executive session regarding municipal setting designations (MSD). Background: 294