HomeMy WebLinkAboutResolution No. 2025-139CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2025- 139
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 "TIFProject Costs" (defined in the Final Project and Finance Plan)
in accordance with the Act; and
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 ("NFMAdvances"), 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. ("TXF1lT') 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
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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
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
4
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 B4 (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.
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.
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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 Colo
ATTEST: Ca '•..
Tina Stewart, TRMC, CMC, Secretary
.,est Sof! .•
APPROVED AS TO FORM:
Jeffrey L. Mogre, City Attorney
1775 015\1068082 1
EXHIBIT A-1
Disbursement Request of
Type A Corporation
1775.015\1068082.1
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:
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.
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
1775.015\1068007.1
ATTACHMENT A TO ISSUER ORDER
RESOLUTION OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION
ORIGINAL
THE COLONY ECONOMIC DEVELOPMENT CORPORATION,
RESOLUTION NO. 2024 -DDI
A RESOLUTION OF THE BOARD OF DIRECI'ORS OF THE COLONY
PCONOMIC DEVELOPMENT CORPORATION, A "TYPE A ECONOMIC
DEVELOPMENT CORPORATION AND A TEXAS NON-PROFIT
CORPORATION, At:THORILING AND APPROVING DIS13URSEMENT
OF CERTAIN Ft;NDS FOR PERMISSIBLE TYPE A PROJECT COS -US
RFLATED TO THE CONSTRIiCTFON OF At'THORIZED PROJECTS
WITHIN GRANDSCAPF; AUTHORIZING AND APPROVING
PAYMENTS FROM THE TYPE A REi11BIJRSFNIFNT Fl.''ND FOR "TYPE
A PROJECT COSTS: PROVIDING FOR AN EFFECTIVE DATE; AND
RESOLVING OTHER MAT`PERS RELATED THERETO).
WHEREAS, Th: Colony Economic Dcvelopmcnt Corporation (the "Ttpr A
Corporation") is a Typc A ecanomic development corporation, crated and operating pursuant to
the Development C orpuration Act, Subtitle C I of Title 12 of the Texas L.xal Government Ctxic,
as amended (the ".Act"), including specifically Chapters 501, 302 and 504 o the Ace, and
WHEREAS, the Iype A Corporation entered into that certain Tipc A C:orIVrretiar
Perjin-nuerce Agreement (ihe "Type A Performance Agreement"), c.T,.Ntive as of November 15.
2011. with LMG Ventures, LLC, ("LMC'), and TXFM, Inc. ("TXFA1`) in compliailm with
Section 501.158 of the .Act to promote economic development within the City of Th: Colony,
Texas (the "City") and to provide fcr the consiniction of authorized projects ("7:rpv A Projects")
as described tkic:in. alai
WHEREAS, the Type A Performance Agreement sets forth the p: iiormance requirements
related to certain financial incentives, including the payment of costs for authorized projects
("Typr A Project rosin"), and established the "7)pe A Rebnbursement Accounr" (as defined in
the "type A 11c6ornmrec Agr=mcttt) from which Typc A Project Costs are to be reimbursed or
paid in accordance with the Typc .A Performance Agreement: mid
WHEREAS, the City Council of the City (the "Cit), Councif') approved acid ratified the
Type. A Performance Ag.rcenient by Rem4tilion No. 2011-4178 approved on Novenil)U 1 i, 2011:
and
WHEREAS, the City and the Type A Corporation enterer: into that certain _ mendvil and
Restated Consh•rection Manragenrent Agreennew, clicctivc as of November 20, 2012, (the "Type A
Construedon Afarya enwur Agreement) with NFM Services, LLC, a 'Texas limited liability
company (".1VFV.Terk4r4eC') to provide for the con%truction of certain Type A Projectsdcscribuld
in flit Type A Construction Management .%:6-mcinent and the related reimbur-ccment of Type A
Project Casts advanced by NFM Services ("NVIfAd ances"): and
WHEREAS, the City and the Tyrie A Corporation enterer! into that certain Tipke A
Economic Dtvelopnrent f funding Agreement. cf;eetive as of December 12, 2012, (tltc "Ttpe A
FanAng Agreement" and together with the Type A Performance Agreement and the I ype A
Cons-t:uclion %lanagerncnt Agreement, sometimes referred 'o collectively as the "Tyre A
I r,1315i 11,046, 1
Attachment A —Page 1
1775.015\1068007.1
Agreements") with LNIG and TXF41 related to the funding of certain Type A Projects described
in the Type A Funding Agreement and the related payment of Type A Project Costs; and
NVHFREAS, the Type A Corporation, with the approval and consent of the City, has issued
The Colony Economic Development C'orpwrrtion Stiles Tax Revenue Bonds (Nebraska Furniture
Mart Texas Project Int'Pastructurc Bonds). Series 2013 (the "Type A Bandy") and is party to the
Indenture of Tru-st arid Security Agreement, dated as of February 1, 2013, as supplemented by the
First Supplemental "frust Indenture, dated February I, 2013, relating to the Type A Bonds
(collectively, the "Indenture") relating to the Type .A Bonds; and
WHEREAS. the Type A Corporation finds and determines that NFM Advances and
paynncnLs to LMO find TXFM for Private Funding Obligations (as defined in the Type A Funding
Agreement) authorized to be paid hereunder are "project vista" as that term is defined in Section
501.152 of the Act and the Type A Agreements: and
WHEREAS, the Typc A Corporation finds and dc1errtlinC5 that it is necessary for the
implementation of the Type A Agreements to mqucst that the Trustee make certain disbursements
from the "Pledged Revenue Accorutt" relating to the Type A Bonds under Section 4.O1(C)(7) of
the Indenture on an annual basis for deposit into the Type .A Reimbursement Account so that
certain Type A Pmjecl Costs, including hart not limited to certain costs related to reimbursable
NFM Advances and payments to LNIG and'1'XFM fur Private Funding Obligations related to Type
A Projects, may be paid annually from the Type A Reimbursement Account; provided, however,
that the finds on deposit in the Pledged Revenue Account shall not be less than $t.200,()00
following such annual disbursements; and
WHEREAS, the Type A Corporation finds and determines that it is necessary and
desirable for the implementation of d;e Type A Agreements to make the authorisations and
approvals tem-ribed below lir the purpo-ie of paying Type A Project Costs on an annual basis from
revenues on deposit in the Type A Reimbursement Agreement in accordance with the Type .A
Agreements_
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE COLONY ECONOMIC DEVELOPMENT CORPORATION THAT:
SECTION 1. The findings set forth above are incorporated into the body of this Resolution
as if filly set forth herein -
SECTION 2. The Type A Corporation does hereby authorize and approve the
disbursement of all funds in excess of 51.200,000 that are on deposit in the Pledged Revenue
Account relating to the Type A Bonds and hereby authorizes the President, Vice President or
Secretary of the Type A Corporation. to submit an Issuer Order (as defined in the Indenture)
substantially in the form of fID&JA to the trustee in accordance with Section 4.01(C)(7) of the
IMICnlure directing such exc4ti, funds be transferred to and depositml in the Type A
Reimbursement Account.
SECTION 3. The Type A Board hereby certifies that the information contained in
Exhibit 13 attached to this resolution and incorporated for all purposes is true and correct as of
September 30, 2024 and, subject to the approval of the City Council, hereby approves the payments
shown on Exhibit B from the Type A Reimbursement Account.
Fa&Q
17790I5.I0076; I
Attachment A — Page 2
1775,015\1068007.1
SECTION 4. The Type A Corlwration hereby authorizes the City Manager of the City, or
the City Managers designee, to complete a form substantially in the form of Exhibit i3 for
submission to the City Council; and, subject to the approval of the City Council, hereby authorizes
the payments from the Type A Reimbursement Account shown on such form. Unless extended by
a duly passed resolution orthc Type A Corporation, the authorization granted to the City Manager,
or tate City Manager's designee, in this Section 4 shall remain in full force and efT'ecl until the
earlier of: (1) such time as all Type A Project Costs, including specifically costs related to NP,LI
Advances for Type A Project Costs and payments to LMG and TXFM for Private Funding
Obligations related to Type A Project Costs, have been satisfied in accordance with the type A
Agreements, (2) the Type A Corporation revokes the authorization „Athin this Section 4 by a duly
passed resolution, or (3) December 31, 2027
SECTION S. This Resolution shall become effective immediately upon passage
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Page
f'75 0151007463.7
Attachment A — Page 3
1775.015\1068007,1
PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE COLONY
ECONONUC DEVELOPMENT CORPORATION THIS THE 11TH DAY OF
DECEMBER, 2024.
ATTEST:
Secretary
Tom "1' hrd7ik. PM$i&n1
s1gnaa.m tam
1775.O1A100N63.1
Attachment A — Page 4
1775.015\1068007.1
lei 10-1
ISSUER ORDER
THE STATE OF TEXAS §
COUNTY OF DENTON §
§
THE COLONY ECONOMIC §
DEVELOPMENT CORPORATION §
On Februady 7, 2.021, The Colony Economic Development Corporation (the "Issuer') issued $29,580,000
in principal amount of The Colony Economic Dn-elopment Corporation Sales Tax Rmenue Sends
(Nebraska Furniture Mart Texas Project Infim midure 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 (collectiveh-, the "Indenture') -
I, the undersigned President of The Colony Economic DeL elopmem Corporation in my official capaci�•,
DO HERESY REQUEST the transfer of funds stated below under Section 4-01(C)(7) of the Indenture m
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 Bands to the Type A Reimbursement Account an amount
of TWO MILLION THREE HUNDRED FIFTY THOUSAND NINE HUNDRED
FIFIY-EIGHT AND 061100 DOLLARS ($2,350,9�5S.06) to the Type A
Reimbursement Account listed below. A true and correct copy of such authofizztion 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 S-
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 recer ed 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 S1,200,000 on deposit
Delivered this 2024.
THE COLONY ECONODIIC
DE'VTWP14iENT CORPORATION
Tom Tvardzik President
Exhilit A —Page t
Attachment A — Page 5
1775.0I5.10C�7�i63-1
1775.015\1068007.1
ATTACH %4f -iNTT A IQ ISSUER ORDER
RESOLUTION OF Tin: COLONY ECONOMIC I)ERa O1.4T:�T CI7RP(yR�lT[
Attachment A — Page 6
rns 015)l 007463
1775.015\1068007.1
J ICHME Nr S Q IS S U ER ORDER
4L'-9 QFTI iT Ci7I.CiKY E 0\ Wt[C DEVELOPMENT CORFO
Attachment A — Page 7
1775.01 S 10074W.1
1775,015\106800T 1
AUTHORIZATION OF ANNUM, PAX MENT FROM
THE TYPE A REINIBURSEVIENT ACCOUNT OF
THE' COLONY ECONOMIC DEN ELOPNIENT CORPORATION
As of September 30, 2024, the amount on deposit in the Pledged Revenue Fund relating to The
Colony Economic Development Coiporatcon Sales Tax Revenue Bonds (Arehraska Furniture
Mart Texas Project Infrastructure Bonds) Series 201; (the "Type A Bonds") was
51431,241.00.
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(0)(7) of the Indenture of Trust and Sacuritv
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 lire City of the Colony. Texas,
approves the following payments from the Type A Rcimbursomcnt 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 ("TYF.'Fl" ), 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 ("LAfG')
and TXFM. All outstanding NF_M Advances plus niterest were paid in full on January 15, 2025.
E_XECU'TED'THIS DAY OF 2025.
TIIE COLONY ECONOMIC
DEVELOPMENT CORPORATION
Tim Miller, Assistant City Manager as
the City Manager's Designee
Attachment A — Page 8
1775.015\1067937.2
1775.015\1068007.1
ATTACHMENT B TO ISSUER ORDER
W-9 OF THE COLONY ECONOMIC DEVELOPMENT CORPORATION
W
W,."4)
Request for Taxpayer
the form to 111118Rm
Identification Number and Certification
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Future dowWwalrrb. For the latest inloarmtlm about dove opnaenta
related to Form W-9 and is itdnxtipis, such as Io jlskttkxn oractad
atOx they aware publ and, go to wwa.hs.gw1FcrmM,
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Infwmaliort ratum wah the IFtS Is gWcV you ansa form tteca-M th"
Attachment B
Fat W ^'9 ew, 3-2004
1775.015\10680011
EXHIBIT A-2
Disbursement Request of
Type B Corporation
1775.015\1068082,1
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:
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
1775.015\1068005.1
ATTACHMENT A TO ISSUER ORDER
RESOLUTION OF THE COLONY COMMUNITY DEVELOPMENT CORPORATION
THE COLONY COMMUNITY DEVELOPMENT CORPORATION,
RESOLUTION NO. 2024-001
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE COLONY
COMMUNITY DEVELOPMENT CORPORATION, A TYPE B
ECONOMIC DEVELOPMENT CORPORATION AND A TEXAS NON-
PROFIT CORPORATION, AUTHORIZING AND APPROVING
DISBURSEMENT OF CERTAIN FUNDS FOR PERMISSIBLE TYPE B
PROJECT COSTS RELATED TO THE CONSTRUCTION OF
AUTHORIZED PROJECTS WITHIN GRANDSCAPE; AUTHORIZING
AND APPROVING PAYMENTS FROM THE TYPE B REIMBURSEMENT
FUND FOR TYPE B PROJECT COSTS; PROVIDING FOR AN
EFFECTIVE DATE; AND RESOLVING OTHER MATTERS RELATED
THERETO.
WHEREAS, The Colony Community Development Corporation (the "Type B
Corporation") is a Type B econonuc development carporaitora. created and operaUg pursumit to
the Developmmt Corporation Au:l. Sublitic Cl of Title 12 or the Texas Locus Goventincnl Cok.
us aniended (the "Act"), including specifiLmlly Chapters 501.502 artd 505 of the Act: amd
WIIEREAS, the Type B Corporation entered into that certain Tipe R (corporation
Performance Agremnenr (the "Type H Perjbrmancc Agreement'), effective as of November 15,
2011, with 1,M6 Ventures, 1,i,C, ("LMCP), and TXIWI. Inc. ("n. FAV) in compliance with
Section 501.159 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 ("T1pe B Projects")
as described therein; and
WHEREAS, the Type B Performance Agreement sets forth the perform ince requirements
related to certain financial incentives, including the payment of costs for authorized projects
("Type 8 project Cwta"), and established ihv "T} pe B Reimbrtrsement Ac%wunt" (as d Aned in
the Type B Perfonnance Agreentent) from which Type B Project Costs are to be reimbursed or
paid in accordance with the Type B Performance agreement; and
WIIEREAS, the City Council of the Citv (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 Consinrction AlIcmagementAgreement. effective as of November 20, 2012, (the "Type B
Constnrcrian .7fanagemmt Agreeinent") with NFNI Services, LLC, a Tcxm, limited liability
company ('_WA(Services") to provide for the runstniction of certain Type B Projects described
in the T)?u B Construction Niru» tgeownt Ag=niont and the relaid reirnburscment or Typv B
Project Costs advanced by NF1vf Services (".YKIfAdvances"); and
WIIEREAS, the City and the Type B Corporation entered into that certain Type 13
Attachment A — Page 1
1 75.01511007462.1
1775.015\1068005-1
Eeunonric Dvivdopment Funding Agreement. efiective as of December 12. 2012. (the "Type B
Funding Agreement'" and together with the TN pe B Performance Agreement and the Type B
Construction Management Agrccmcm sometimes referred to collectively as the "TI -pe B
Agreements") with LM6 and "fXFM related to the funding of the Type B Projects described in the
Tyle B Funding Agreement and the related payment ofType 13 Project Costs, and
WHEREAS, the "fypc H Corporation, with the approval and consent ofthe City, has issued
The Colony Community Development Corporation Sales Tax Revenue Bonds (Nebraska Furniture
Mart Texas Project Infrastructure Bonds), Series 2013 (the "Type B Bonds") and is party to the
Indenture of Trust attd Security Aereement, dated as of February 1, 2013, as supplemented by the
First Supplemental Trust Indenture, dated February I, 2013, relating to the 'Type B Bonds
(utllectively, the 'Indenture") relating to the Type B Bunds; and
WHEREAS, the Type B Corporation finds and determines that NFM Advances and
payments to I MG and TXFM I'or Private Funding Obligations (as debuted in the Type B Funding
Agtm"crncnt) authoricaxl to br trail hereunder are "project cusis" as that term is defimd in Section
501.152 of the Act and the Type R ,Agreements and
WHEREAS, the Typc B Corporation finds and determines that it is necessary for the
implemrnustion of Elie Type 13 .Agreement, to request that the Trust= make Certain disbursements
from[ the "Pledgcd Rvv'emur flccr,urrt" relating to the "Type B Bunds under Section 4.01(C)(7) of
the Indenture on an annual basis for deposit into the Typc B Reimbursement Account so that
certain Type B Project Costs, including but not limited to certain costs related to reimbursable
NFM Advances and payments to LMG and TXF4t for Private Funding Obligations relating to
Type B Projects, may be paid annually from the Type B Reimbursement Account; pmvidcd,
however, that the funds on deposit in the Pledged Revenue Account shall not he Ic-� than
$1,200,000 fill luu'ing such annual di,bwNemettti; alld
WHEREAS, the Type B Corporation finds and determines that it is necessary and
desirable for the implernentation of the Typc B Agreements In rtutice the authorizations attd
upprovaly dcscrihed helow for the PtIgXW-w ofpaying'1")pe H Praeject Costs err art annual has is Imnt
rcvcnun on deposit in the Type B Reimbursement Agreement in accordance %ith the Typc B
Agreements.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE COLONY COMMUNITY DEVELOPMENT CORPORATION THAT:
SECTION I. The fondinus set forth above are incorporated into the body of this Resolution
as if Fully set forth herein.
SECTION 2. The Typc B Corporation docs hereby authorize and approve the
disbursement of all funds in excess of 51,200,000 that are on deposit in the Pledged Revenue:
Account relating to the Type 13 Bonds and hereby authorizes dw President. Vita: Prc-sitlent or the
Secretary of the Typc H Corporation. to submit an issuer Ordcr (as dcfmcd in the Indenture)
substantially in the Form of Exhibit A to the trustee: in accordtutcc with Section 4.01(CX7) of the
Indenture directing such excess funds be transferred to and deposited in the Type 13
Reimbursement Account.
Page 2
Attachment A — Page 2
1775.015\1068005.1
Sk:C,'T[ON 3. l he Fvpi B Board hereby certifies that the information contained in Exhibit
B attached to this resolution and incorporated for all purposes is true: and correct as of
September 30. 2024 and, subject to the approval of the City Council. hereby approves the
payments shown on Exhibit $ from the Type B Reimbursement Account.
SECTION 4. The Type B Corporation hereby authorizes the City Manager of the City, or
the City Mtunagces designee, to complate a form substantially in the form of Exhibit B for
submission to the City Council, and. subject to the approval of the City Council. hereby authorizes
the payments front the T pc: B Rei mbursomem Account shown on such farm. IInc s extended b}
a duly passed resolution of the Type 13 Corporation. the atithotixation granted to the Cita Managc7.
or the City Wanagues desigmv, in this Section 4 shall re_tinain in cull forge and effect until the
LIS rHer uf: (1) xtscL Bette M% all TyFx: li Pry}cel ensu, inet Lid ing srccifical IY costa relatctii to N F M
Advances for Type B Project Costs snd payrnents to l_NU; and 'F3Lr�1 Ibr Private Funding
Obligations related to Type B Project Costs. have been satisfied in accordance with the I ype It
Agreements. c2l the I'ype I3 Corporation revokes the authorization within this Section 4 by a duly
passed resolution, or (3) December 31, 2027_
SECTION 5. This Resolution shall become effective immediately upon passage_
[Remainder of page left hlank intenlinrwllk]
Page 3
m1.01sMoo74a: t
Attachment A — Page 3
1775.015\1068005.1
PASSED AND APPROVED BY THE BOARD OF DIRECTORS OF THE COLONY
COMML"NITY DEVELOPMENT CORPORATION THIS THE 12TH DAY OF
DECEMBER. 2024.
ATTEST:
J �f
- C-
[Cathy Ray.4,ccrcmryj
Z
Allen Hams, %idmi
sigmuire Page
ins 015U 007462 i
Attachment A — Page 4
1775.015\1068005.1
F:IsHIBTT A
ISSUER ORDER
THE STATE OF TEXAS §
COUNTY OF DENTON §
THE COLONY COMMUNITY §
DEVELOPMENT CORPORATION §
On February 7, 2021, The Colony Communitt Development Corporation (the -Issue'") 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 "Ben& )
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 )-
1, the undersigned President of the Issuer, in my official capacity, DO HEREBY REQUEST the transfer
of funds stated below under Section 4.0I(CX7) 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 transfier from the Pledged Revenue
Fund relating to the Bonds to the Type B Reimbursement Account an amount of TWO
MILLION THREE HUNDRED FIFTY THOUSAND NIIVE HUNDRED FIFTY-
EIGHT AND 061100 DOLLARS ($2 50,9M.06) 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
A ttarhmen t 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 finds described above, the Pledged Revenue Fund will
have no less than $1,200,000 on deposit.
Delivered this 2024_
THE COLONY C0116MUNTTY
DEVELOP11ENT CORPORATION
Mahle,
Exhibit A —Page 1
1774.01=1Ot774E 1
Attachment A — Page 5
1775.015\1068005.1
Al _I Ac:HMLN r A 'Q LOU W-4-0—Wh-R
HW.UIION OF 'I = COLONY COMMUN Dl--VI:I.OPNII:\'I'('OIIPOReVI'10
Attachment A — Page 6
EM MN11KIMA? 1
1775.015\1068005.1
ATTAC1jMFN T B TO ISSI JFR ORDER
W-9 OT TI L- I. ldl COMMINHY DMI -O MENT C ORPOlUI N
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Attachment A — Page 7
1775 01 N007a12 1
1775.015\1068005.1
Request !or Twort r
Identification Number wrd CarUfleatlon
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Attachment A — Page 7
1775 01 N007a12 1
1775.015\1068005.1
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 PledgedRevenue Fund relating to The Colony
Community Development Corporation Sales Tax Revenue Bonds (lbebraska Furniture 1fart Texas
Project Infrastn*cture 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 4.0l(C)(7) of the Indenture of Trust and Security Agreement relating to
the •Type B Bonds directing the trustee to transfer ONE AHLLION TMIO 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 TIURFY-ONE THOUSAND FIFTEEN AND 72/100
DOLLARS ($131,015.72) to NFM Services, LLC, a Texas limited liability company ("A'FM
Services"), for reimbursement of all outstanding "JYFAIAdvances" as defined in the Amended
and Restated Construction Afanagement Agreement, effective as of November 20. 2012. by
and between The Colony Economic Development Corporation and NFM Services (the "7)Pe
B Construction Management Agreement") and upon payment of such amount, till outsLalding
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 ($1,158,333.28) to T.NT'M, Inc.. a
Texas corporation ("TIF -41"), for outstanding Private Funding Obligations as defined and
described in the Type A Economic Development Funding Agreement (the "73pe B Funding
Agreement'), effective as of December 11. 2012, by and between The Colony Economic
Development Corporation, i.NICT Ventures, LLC, a Texas limited liability company ("LAW')
and TXFM. Such payment to T`XFM is beim made subject to the outstanding NFM
Advances to be paid from the Type B Reimbursement Account plus interest as reflected
in item #1 above being paid in full.
EXECUTED THIS DAY OF , 2025.
THE COLONY COMMUNITY
DEV ELOPNIENT CORPORATION
Tim Miller, Assistant City Manager as
the City Manager's Designee
Attachment A — Page 8
1775.01511067935 .2
1775.015\1068005.1
ATTACHMENT B TO ISSUER ORDER
W-9 OF THE COLONY COMMUNITY DEVELOPMENT CORPORATION
1�9 Request for Taxpayer j 01" fom bo the
200it 1 Identification Number and Certification ►+actor oo not
Drpwtmwrt d M lr a rY Go to wwwMgow1Fwm9W fQ k w1ructform mid the btost trrformwffnm Ber1d to fire IRS.
Iffw%b PAYO" Swvca
Bafore You begirt. For guidance eWalod to 1W purpotlo df Foran W-9. do& Popo" W Farm. below.
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Notes l The aocaunt is in morn than ante name, see the hatnctions For fine '. See alae WArt M nc and
Mrriber To (We its Requtaief'or guldeirles on Mme number to enter. 7 5 - 1 5
Under penames of pelf. I oerlity irr�
1. The number diowr on ttlo form is my correct UK war Owdi alflon number (a I am waiYng fa a runlbar to be issued to ma$ and
2.1 Iun not btuur:t to I.Vn:ki p wlthhatldir; buowae Ist I ern exempt rnkll Iltx:iurp kllilLAIng, of OtV I trave rkx deem rw*rterl LV Ile I•CmF al Reverwc
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no l nw mA*ct to baL*w whhhotsng: and
3 1 arn'1 a U.S. ekLw or other U.S. parson (darrred below); and
4. The FATCA oadefai andema an this tam Of any) Indlc&Wo that I am aK&Tpt tan FATCA reponkV W CDROCL
Cdrdtea lan indruats tv Yna rmot cnn- oul Rom 2 above i you r+am aeon 705ed by Na ILS Tot you me ��roMly sLoAaat to backrzwd 'cldrr9
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sem' u -,L "rr°°r Cala l013I/2025
Flare its-�,>«+en i
General Instructions
,$",on rMrirameis Ara to con Inliml RMMz) Cada rYafsg OIMMM
noted.
Fuhtre ddvebpmonm. For the latest infomtatim about dove oprnenft
rofabod Io Form W�a and its: instructiorm, such a19gi:latix ar-=40d
after they were pubt tafgd, go to wwo,.n- phFcm.W 9
What's Now
Line 3& has been modified to dadfy how a Mregarded entity oornoWee
:his line. An LLC fte kn a dwegareed rw ty 4Wd chnw.�k -ha
4Ppfeprma IOK far V* -ax Wea�i*iWt;on 4 r[9 aaY Or r/rarEr*15e, a
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r�rd mg"w d6m 9i its itdir Gt brukjn }tat=-, awrwaR w
bemf6wem 7o that t can sathty any Wlmwbla roportbo
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pwtnerr may bo regyiod to oompkW Scheduler K-2 and K-3. Soe the
Parb wstilp h .rL�ons for Schcdldoe K..2 nmd K-3 IFimm 'ort5j,
Purpose of Form
M t�rtlfal at Way (rorm W-9 reguwbert who is required to fie an
InformaBan relam with the Ing la g" you this form bece�lae they
Cel H. IM317t RXM w-9 I wj, 3-2004
Attachment B
1775_015\1068005A
Exhibit B-1
Zone Board Authorization Form
1775.015\1068082.1
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
1775.015\1068013.1
Exhibit B-2
LDC Authorization Form
1775.015\1068082.1
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
1775.015\1 06808 1.1
Exhibit B-3
Type A Corporation Authorization Form
1775.015\106808l 1
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
1775.015\1067937,2
Exhibit B-4
Type B Corporation Authorization Form
1775.015\1068082.1
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.
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 "NFMAdvances" 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
1775_015\1067935.2