Loading...
HomeMy WebLinkAboutOrdinance No. 2011-1931C'TTY GIF THE COLONY, TEK�k S �ORDINANCE NO. 2011-1931 WHEREAS, the City of The Colony, Texas (the "C ty"), pursuant to Chapter 311 of the Texas Tax Code, as amended (the "Act"), may designate a geographic area within the City as a tax increment reinvestment zone if the area satisfies the requirements of the Act; and WHEREAS, on November 8, 2011, the City Council approved Ordinance No, 2011 1926, designating a geographic area within the City as a tax increment reinvestment zone pursuant to the provisions of the Act, known as reinvestment Zone Number One, City of The Colony; and WHEREAS, the Act authorizes Denton County to participate in Reinvestment Zone Number One, City of The Colony, located within Denton County, Texas; and WHEREAS, the City Council finds and determines it is in the best interest of the City of The Colony, Texas, to enter an agreement with Denton County concerning the participation in Reinvestment Zone Number One, City of The Colony, a copy of which is attached hereto as ExhibitA, and is incorporated herein for all purposes. NOW THERE, FORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, ERAS, THAT: SECTION 1. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Council of the City of The Colony, Texas, does hereby approve and authorize the execution of the Agreement to Participate in Tax Increment reinvestment Zone, Number One, City of The Colony, Texas, a copy of which is attached hereto as Exhibit A. SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this Ordinance, or application thereto 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 Ordinance; and the City Council hereby declares it would have passed such remaining portions of this Ordinance despite such invalidity, which remaining portions shall remain in full force and effect, SECTION 44. This Ordinance shall become effective from and after its date of passage in accordance with law. Page 1 PASSED AND APPROVED BY THE CITY COUNCIL (DF THE CITY OF THE COLONY, TEXAS, 'I Hff S THE 15TH DAY OF NOVEMBER, 2011. AT , S � i 4 Ad &L, i hristi 'vk)lson, City Secretary .� �c APPROVED AS TO FORM. � v a� Jeff Mogi City Attorney Page 2 ExhlbitA AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF THE COLONY, TEXAS Page 3 AGREEMENT TO PARTICIPATE IN TAX I ICREI' ENT REINVE T f�,IENT ZONE PIUMIE R ONE, CITY eY THE COLONY, TEXAS This AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBED ONE, CITY OF T14E COLONTY, TEXAS, (this "Agreement") is made and entered into by and between the City of The Colony, Texas, a home -rule municipal corporation (the "pity") and Denton County Texas (the '"Ooanty"). The City and the County are individually referred to herein as a "Party" and collectively as the "Parties," WITNESSETH WHEREAS, in accordance with the provisions of the Tax Increment Financing Act, V.T.C.A., Tax Code, Chapter 311 (the "Act"), the City Council of the City adopted Ordinance No. 2011-1926 on November 8, 2011, a copy of which is attached hereto as Exhibit A, which ordinance, among other things, (i) created, established, and designated an area within the corporate limits of the City as "Reinvestment Zone Number One, City of The Colony, Texas" (the "Reinvestment Zone"), (ii) created a Board of Directors for the Reinvestment Zone, and (iii) established a tax increment fund for the Reinvestment Zone (the "Tax Increment Fund"); and WHEREAS, in accordance with the provisions of the Act, the Board of Directors of the Reinvestment Zone approved on November 14, 2011, a Project Flan and Reinvestment Zone Financing Plan for the reinvestment Zone,. a copy of which is attached hereto as Exhibit B (the "Project and Finance Ilan"); and WHEREAS, in accordance with the provisions of the Act, the City Council of the City approved Ordinance No. 2011-1929 on November 15, 2011, a copy of which ordinance is attached hereto as Exhibit C, which ordinance, among other things, approved the Project and Finance Plan; and WIDE A, the Act provides that taxing units that levy taxes on real property in the Reinvestment Zone are not required to pay into the Tax Increment Fund any of the taxing unit's tax increment produced from real property located in the reinvestment Zone unless the taxing unit enters into an agreement to do so with the governing body of the City (a "Tax Increment Participation Agreement"); and Page 4 '9MEREAS,, a lay{ Increment. Participation agreement may be entered into any time before or after the Re -investment Zone is created; and WHEREAS, ASp a Tax Increment Participation Agreement may include conditions for payment of the taxing unit's tax increment into the Tax Increment Fund and must specify the portion of the tax increment to be paid into the Tax Increment Fund and the years for which the tax increment will be paid into the Tax Increment Fund. NOW THEREFORE, the City and the County, in consideration of the mutual obligations contained herein, agree as follows: Section I. This Agreement is a Tax Increment Participation Agreement as required by the A.ct,. Section 2. The City and County agree to pay into the Tax Increment Fund a percentage of their respective ad valorem taxes levied and collected on the captured appraised value of real property in the Reinvestment Zone as follows. a. City of The Colony, The City agrees to pay into the Tax Increment Fund each year its tax increment in an amount equal to one hundred percent (100%) of the real property taxes levied and collected by the City for that year on the captured appraised value of real property taxable by the City for the year and located in the Reinvestment Zone. The City agrees to make such annual tax increment payments into the Tax Increment Fund until the earlier to occur of (i) the date the Reinvestment Zone terminates or (ii) the date on which the Project and Finance Flan has been fully implemented and all project costs, and all bonds, notes, and other obligations secured in whole or in part by the Tax Increment Fund, and interest on such bonds, notes, and other obligations, have been paid in full. b. Denton County. The County agrees to pay into the Tax Increment Fund each year its tax increment in an amount equal to ninety percent (90%) of the real property taxes levied and collected by the County for that year on the captured appraised value of real property taxable by the County for the year and located in the Reinvestment Zone. The County agrees to make such annual tax increment payments into the Tax Increment Fuld until the earlier to occur of (i) the date the Reinvestment Zone terminates, or (ii) the date on which the Project and Finance Plan Page 5 has been fully implemented and all project costs, and all bonds, notes, and other obligations secured in whole or in part by the Tax Increment Fund, and interest on such bonds, notes and ether obligations, have been paid in full; provided, however, unless otherwise approved by the County, the County will not be required to deposit into the Tax Increment Fund after December 31, 2051. c. Captured Appraised Value, For purposes of this Agreement, (i) the captured appraised value of real property is defined in Section 311.012(b) of the Act, and (ii) the tax increment base is determined as of January 1, 2011, as defined in Section 311.012(c) of the Act. d. Boundary. The boundaries of the Reinvestment Zone are described in Ordinance No. 2011 192&, and any amendments thereto duly approved by the Board of Directors of the Reinvestment Zone and by the City Council of the City. C. Purpose and Program. All "Public. Works Projects" (as defined in the project and Finance flan), are to be constructed as nearly as possible in conformity with the Project and Finance flan. Any additions, changes, recisions or modifications to the Project and Finance flan made after the date of this Agreement may only be made by the Board of Directors of the Reinvestment Zone and the City Council of the City. zau iL:3 i y:;*"L,,3 allu, Reinvestment Zone and the City Council of the City shall authorize in the Project and Finance Plan the total principal amounts of bonds, notes, and other obligations secured, in whole or in part, by the Tax Increment Fund. g. Use of Tax Increment Funds. All tax increment amounts paid by the City and the County into the Tax Increment Fund shall be used solely to pay or reimburse expenditures for Public Works Projects authorized by the Act and to pay the principal of, and interest on, any bonds, notes, and other obligations secured, in whole or in part, by the Tax Increment Subaccount of the Tax Increment fund. All payments from the Tax Increment Fund shall be made in accordance with the Project and Finance Plan and otherwise in accordance with the .Act. The County's annual tax increment payments shall not be applied directly towards the construction of a municipal building. Page 6 k Deposit of Tax increment Funds, The City and the Count,, shall provide for the collection of their respective taxes within the Reinvestment Zone as for any other property taxed by the City or County. The City and the County shall each pay into the Tax Increment Fund an amount equal to their respective tax increments. The City shall invoice the County not later than thirty (30) days after the delinquency date of property taxes in the Reinvestment Zone. Pursuant to the Section 31.1.013(c) of the Act, the City and County shall pay their respective tax increments into the Tax Increment Fund pursuant to this Agreement not later than ninety (90) days after the Later of: (1) the delinquency date of property taxes in the Reinvestment Zone; or (2) the date the City submits to the County an invoice specifying the tax increment produced by the County and the amount the County is required to pay into the Tax Increment Fund for the Reinvestment Zone. i. Limits of Obligation of the County. Except for payment of the County's tax increment into the Tax. Increment Fund, the County has no obligation for any costs or expenses associated with the operation of the Reinvestment Zone, including, without limitation, any obligation to pay or repay any bond, nate, or other obligation secured, in whole or in part, by the Tax Increment Fund or to pay any costs associated with the operation of the Reinvestment Zone or any projects relating thereto. The County is not required to pay into the Tax Increment Fund the applicable portion of the tax increment that is attributable to delinquent taxes. j. County representation. The County has the right to appoint two (2) voting member on the Board of Directors of the Reinvestment Zone at all times. L City Representation, The City shall have the right to appoint and maintain seven (7) voting members on the Board of Directors of the Reinvestment Zone at all tunes. Section 3. Bonds, notes, and other obligations secured, in whole or in part, by the Tax Increment Fund will be issued or entered into in accordance with the project and Finance Plan. Section 4. This Agreement is effective as of the date of the final signature hereto and shall remain in effect until the obligations of the City and the County to deposit their respective tax increments into the Tax Increment Fund have terminated as provided in this Agreement. Page 7 Section 5. To the extent of their respective liabilities, the City and the County shall be responsible for the sole negligent acts of their officers, agents, employees or separate contractors. in the event of joint and concurrent negligence of both City and County, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the Mate of Texas, without however, waiving any governmental immunity available to the City and County under Texas law and without waiving any defenses of the Parties under Texas law. Section 6. This agreement shall be administered by the City Manager or his designee. Section 7. Whenever this Agreement requires or permits any consent, approval, notice, request, proposal, or demand from one Party to another, the consent, approval, notice, request, proposal, or demand roust be in writing to be effective and must be delivered to the Party intended to receive it at the addresses shown below by a nationally recognized service such as FedEX or UPS or by Unites Mates Mail, Certified, return Receipt Requested. A Darty may change its address by giving notice as required by this section. If intended for City, to: The City of the Colony Attn: City Manger 6800 Main Street If intended for County, to: Denton County Attn: County Judge 110 West Hickory Street Denton, Texas 76201-4168 Section 8. Venue shall be exclusively in Denton County, Texas, Section 9. This Agreement embodies the complete understanding of the Parties with respect to the subject matter hereof superseding all oral or written previous and contemporary agreements between the Parties relating to matters herein, This Agreement may be amended, modified, or supplemented only by an instrument in writing executed by the City and County. Mage 8 Section 10. The provisions of this Agreement are severable, and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision. It is the intention of the Parties that each provision hereof be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under applicable law. Section 11. The failure of either Party to insist on the strict performance of any of the covenants or agreements herein contained or to exercise any rights or remedies accruing hereunder upon a Default (hereinafter defined) shall not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future Default. Section 12. No Party waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees or agents as a result of its execution of this Agreement and performance of the covenants contained herein. Section 13. A "Default" by a Party under this Agreement shall occur when written notice of an alleged failure to perform under this Agreement has been given to the non- performing Party and such non-performing Party has been given a reasonable time period after receipt of the notice within which to cure the alleged failure, but in no event less than thirty (30) days. If the failure to perform has not been cured within a reasonable time period, the non- performing Party shall be in Default. In the event a Party is in Default, the sole and exclusive remedy of the non -Defaulting Party shall be to specifically enforce performance under this Agreement. No Default shall entitle the non -defaulting Party to terminate this Agreement or relieve the non -defaulting Party from the obligation to continue paying its tax increment into the Tax Increment Fund. Section 14. The following exhibits are attached to and made a part of this Agreement: Exhibit A: Ordinance No. 2011-1926 Exhibit B: Project and Finance Plan Exhibit C: Ordinance No. 2011-1929 Section 15, Denton County does not waive its right to collect rollback taxes on all real. property in the Reinvestment Zone. MM 0TY OF THE COLONY, TEXAS Troy C. � d , City i anager Date:- t"-,- ATT o� "Jl Lf risty'v iiityrt4ty APPROVED A Jaffrey ` , ooro, City Attorney Cynthialv he APPROVED AS I 6 r k" , o Y ristih Kidd, Assistant District Attorney Exhibii A Ordinance No. 2011-1926 Page I I CITY DF T1 I —E COLON Y, Ti ,h,1,LS ORD9NANCE NO. 2011-1926 AN ORDENIANCE, OF THE CITE' COUNCIL OF THE CITY OF THE COLONY, TEXAS, DESIGNATING A GEOGRAPHIC AREA WITHIN THE CITY AS A TAX INCREMENT REINVESTMENT ZONE PURSUANT TO CHAPTER 311 OF THE TEXAS TAX CODE, TO BE KNOWN AS TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF THE COLONY, TEXAS; DESCRIBING THE BOUNDARIES OF THE ZONE; CREATING A BOARD OF DIRECTORS FOP, THE ZONE AND APPOINTING MEMBERS OF THE BOARD, ESTABLISHING A TAX INCREMENT FUND FOR THE ZONE; CONTAINING FINDINGS RELATED TO THE CREATION OF THE ZONE; PROVIDING A DATE FOR THE TERMINATION OF THE ZONE; PROVIDING T14AT THE ZONE TAKE EFFECTIMMEDIATELY UPON PASSAGEOFTHE ORDINANCE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of The Colony, Texas (the "C.itZ'), pursuant to Chapter 311 of the Texas Tax Code, as amended (the "Act"), may designate geographic area within the City as a tax increment reinvestment zone if the area satisfies the requirenients of the Act; and NNITIEREAS, pursuant to and as required by the Act, the governing body of the City (the "City Council") prepared a Preiin7inary Rein vaytinent Zone Financmg Plan ,fi)j,Tax Increment Reinvesonew 7one Nuinher One, Cit- y Qf The Colon ' i;, Texas, dated Noveniber 8,2011, approved by Ordinance No. 2011-1925 adopted November 8, 2011 (the "Pi-elh-ninary Finance Plan") for a proposed tax increment reinvestment zone containing the approximately 433 acres desenbed and depicted on Exhibit .4 attached hereto and incorporated herein for all put -poses (the "rL9pert"),, and WHEREAS, notice of the public hearing on the creation of theproposed zone was published in the official newspaper of the City on October 27, 2011, which date is not later than the seventh (7'h) day before the public hearing held on November 8, 2011; and WHEREAS, at the public hearing on November 8. 201 -1, interested persons were allowed to speak for or against the creation of [he zone, the boundaries of the zone, and the c(mccpt of tax increment financrng, and owi-ic]-S of property In the proposed zone were given a reasonable opportunity to protest the inclusion of their property in the zone; and WHEREAS, evidenec),vas received and presented at the public hearing in favor of the creation of (lie zone, and WHEREAS, the City has taken all actions required to create the zone including, but not limited to, all actions required by the borne -rule Charter of the City, the Act, the Texas Open Page I 1775.0 10;24003,4 It/[eetings Act, and all other laws applicable to tlic. ;reation of tlae zona; and k,VIIEREAS, the total appraised value of taxable real propcily in the proposed zone and all other tax increment reinvestment zones previously cleated by the City is $ 663,603.00; and WHEREAS, the City desires to appoint initial members to the board of directors of'the zone; and �VHE REAS, terins used in this Ordinance that have their initial letters capitalized shall have the meanings given to thein in this Ordinance, however, terns that are CAPITALIZED IN BOLD shall have the meanings given to them in the Prelirainary Finance flan. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL, OF THE CITY OF THE COLONY, TEXAS; SECTION 1. FINDINGS, (a) The recitals, findings, and deterna i nations containedin the preamble to this Ordinance arc incorporated into the body ofthis Ordinance as if fully set forth In this Section and are; hereby found and declared to be true and correct legislative findings and are adopted as part of this Ordinance for all purposes. (b) The City Council finds that the TIF RO ECr'TS will significantly enhance the value of all the taxable real property in the zone and will be of general benefit to the City. (c;) The City Council finis that the proposed zone; meets the requirements of Section 31 1.005(a)(2) of the Act because the: proposed zone is predominately open and undeveloped, because of factors such as the need for essential public iiafrastructure, and because of the need for economic dcvojopi—ne}nt programs to attract new business anti commercial activity to the; proposed Tone for the purposes of increasing the real property tax base for all taxing units within the zone, increasing sales and use taxes for the City and the State of Texas, and increasing job opportunities for residents of the City and the region, which substantially impairs and arrests the sound growth of the City. (d) The City Council finds that the proposed zone is a geographic area located wholly within the corporate limits of the City. (e) The City Council finds that not more than thirty percent (30%) of the property in the: proposed zone, excluding property that is publicly owned, is used for residential purposes, and the total appraised value of taxable real property in the proposed zone does riot exceed fifty percent f50%) of the; total appraised value of taxable real property in the City and in the industrial districts created by the City. (0 The City Council finds that the development or redevelopment of the property in the proposed zone «nil i not occur solely through private investment in the reasonably foreseeable future. Page 2 17'75.010`24€ 03 4 (g) Thc; City Council finds that the Preliminary Finance Plan is feasablc. (h) The City Council finds that the impterncntation of the Project and Finance flan (as defined below) will alleviate the conditions described in Section I (c) above will serve a public purpose. SECTION 2. DESIGNATION ANIS NAME OF THE ZONE', Pursuant to the: authority of. and in accordance with the requirements of the Act, the City Council hereby designates the Property as a tax increment reinvestment rune, The name assigned to the: zone for identification is Tax Increment Reinvestrrrent Zone Number One, City of The Colony, Texas (the "Zone"). The Zone is designated pursuant to Section 311.005(x)(2) of the Act. SECTION 3. BOARD OF DIRECTORS, 3.1 The City Council hereby creates a hoard of directors for the Zone (the "Board") consisting of nine, members. Seven members shall be appointed by the: City Council, and the remaining two members shall be appointed by the Commissioners Court of Denton County, Texas (the "County") if the County participates in the gone. If the County does not participate in the Zone or the; Commissioners Court does not appoint one or both of its members byNovernber 22, 2011, the City Council shall appoint one orboth members not appointed by the Commissioners Court; and, if the County does not participate in the Zone, then the Commissioners Court shall be deemed to have waived its right to appoint such members in the future, 3.2 The City Council hereby appoints the seven individuals listed on Liihihri B attached hereto and incorporated herein for all purposes to serve as the initial members of the Board for the terms indicated. Upon expiration of the indicated tcrr-rrs, subsequent appointments to fill vacancies shall be for techis of two years, Annually the City Council shall appo.rnt a rnerrrber to serve as the fie; DUUfll IS uUl3W iZOU Lo elC CL a "vice-charrnjan and other officers as deteranined by the Board. The City Council shall fill vacancies for dire;ctorpositions appointed by the City Council. The Commissioners Court shall fill vacancies for director positions appointed by the Commissioners Court, 33 The Board shall make; recommendations to the City Council concerning the administration, managen7ent; and operation of the Zone. The Board shall prepare or cause to be prepared and adopted a project plan and a reinvestment zonC financing plan for the 7one (the "Proms and Finance Plain") as required by the Act, and shall submit the Project and Finance flan to the City Council for approval. The City Council hereby delegates to the Board all powers necessary to implernent the Project and finance flan as appr-oved by the City Council; including the power to employ consultants and enter into agreements that the Board considers necessary or convenient to implement the Project and Finance; flan and to administer, operate:, and manage the Zone including, but not limitcd to, the power- to enter into reimbursement agreements and other obligations secured by the Tax Increment .Fund established pursuant to Section G of this Ordinance. 3.4. Pursuant to section 3I 1.010(h) of the Act and article 111, Section 52-a of the Texas Constitution, the City Council hereby authorizes the Board, as necessary or convenient to implement Page 3 1775 t11 Cl'2003.4 the Project and Finance Plan and -chiQvejts punposes, to establish and providc for the administration of one or more programs for the public purposes of developing and diversifying the economy of the Zone, clin-ii.nating unemployment and underemployiiicnt in the Zone, arid developing or expanding transportation; business, and commercial activity in the Zone, including programs to make grants of land and buildings and make grants from the Tax Increment Fund for activities that benefit the Zone and stimulate business and commercial activity in the Zone, In addition, the City Council hereby authorizes the Board to exercise all of the powers of the City under Chapter 380, Texas Local Government Code, as amended. 3.5 Directors shall not receive any salary or other compensation for their services as directors. SECTION 4. DURATION OF THE ZONE. The Zone shall take effect in-imediately upon the passage and approval of this Ordinance. The Zone shall ten-ninate on the earlier of (i) the 40"' anniversary of the date the City collects its first sales tax dollar within the Zone and attributable to the FACILITY, or (it) the date on which all TIF PROJECT COSTS have been paid or funded and all TIF OBLIGATIONS, including interest thereon., have been paid in full. SECTION 5. TAX INCREMENT BASE, The "tax increment base" fir purposes of calculating the TAX INCREMENT and COUNTY TAX INCREMENT means the total appraised value of all real property in the Zone that is taxable by the City and the County, respectively, as of January 1, 2011, The "sales tax base" for purposes of calculating the CITY SALES TAX INCREMENT incans the amount generated fi-ona the City's municipal sales and use tax at the rate of one percent (I %) attributable to the Zone as of January 1, 2011. SECTiON 6, TAX INCREMENT FUND, There is hereby created and established a TAX INCREMENT FUND for the Zone. Within the TAX INCREMENT FUND, there may be maintained subaccounts as necessary and convenient to carry out the purposes of theAct, including a -Tax Incrern.ent Subaccount," "City Sales Tax Increment Subaccount," a "Tax Increment Bond Proceeds Subaccount," a "Sales Tax Increment Bond Proceeds Subaccount," and a"Property Sale Subaccourit." The TAX INC RFLEET, and COUNTY TAX INCREMENT, shall be deposited into the Tax lncrcmcew Subaccount of the TAX INCREMENT FUND, and the CITY SALES TAX INCREMENT shall be deposited into the City Sales Tax Increment Subaccount of the TAX INCREMENT FUND, as of the effective date of the Zone. The TAX INCREMENT FUND and all subaccounts shall be maintained at the depository bank of the City and shall be secured in the manner prescribed by law Cor flunds of Texas cities. Prior to tennination of the Zone, funds shall be disbursed from the TAX INCREMENT FUND only to pay TIF PROJECT COSTS, TIF OB IIICATIONS, to make payments Pursuant to an agrecment made under Section 31 1.01 0(b) of the Act dedicating revenue front the TAX INCREMENT FUND, or to repay other obligations incurred by the Zone. SECTIONT SFVERABILITY, If any provision, section, subsection, sentence, clause or phrase of this Ordinance, or the application of same to any person or set of circumstances, is for any reason held to be invalid, the validity of the remaining pro -visions of this Ordinance or their application to Page 4 f 775.0 1 0`24003A other pers has or sets of,Gircurnstanccs shall noi be aff6oted thereby, it being the intent of the City Council in adopting this Ordinance that no provision of this Ordinance shall become inoperative, because of th(� invalidity of another provision; and, therefore, all provisions of this Ordinance are declared severable R)r that purpose. SECT]QN 3. OPEN' .MIEETINGS, It is hereby found, determined, and declared that sufficient written notice; of the date, hour, place and subject of the meeting of the; City Council at which this Ordinance was adopted was posted at a place convenient and readily accessible at all times to the general public at the City Hall of the City for the titre required by law preceding its meeting, as required by the Texas Open Meetings Act, Chapter 551 ofthe'rexas Government Code, as amended, and that this meeting has been open to the public as required by lav at all tines during which this Ordinance, anal the sub-jeci matier hereof has been discussed, considered and forri`tally acted upon. The City Council further ratifies, approves and confirms such written notice and the; contents and posting thereof. SECTION 9. EFFECTIVEATE. This Ordinance shall tale effect immediately upon its passage as pr.o�`i.ded Icy lav, PASSE,I A.ND APPROVED 13Y THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE II'" DAY OFNOVEMB ' , 201 I, g A T E T' Al ,T Christie Wilson, City Secretary APPROVED AS TO ORM: . _ w etfMt}rhz , City Attorney W Page 5 t7as.ttit,,zarau°,A Eyhihit,4 Metes and Bounds Deseriptim_2fro erg withan Reinvestment Zone Number One, City of The Colown, Texas LEGAL DESCRIPTION T. ACT 1 BErNG a 5.02 acre tract of land situated in the B,B.B, & CA, Survey, Abstract No. 173, City of The Colony, Denton County, Texas, and being part of a tract of land described as Tract 11 as conveyed by deed to Maharishi. Global Development Fund, as recorded in Volume 4555, Page 281, Official Public Records, Denton County, Texas. Said 5.02 acro tract of land being more particularly described by motes and bounds as follows: BEGINNING at a found 5/8 inch iron rod with K HA cap for corner, being the intersection of the south right-ol-way line of State Highway 121 (a variable width R,O.W.) and the southwest right- of_wvay fine of'Plano Parkway (a 100 foot R,O,W.), and being the beginning of a rion-tangcrit CLII-VC to the: left having a radius of 1050.00 feet, a central angll- of 50'34'13" and a long chord whjch boars South 64°23'31" East, 896,96 feet, THENCE southeasterly, along said southwest right-of-way line of Plano Parkway and said non - tangent curve to the left, an arc distance of 926.75 feet to a point for corner, being In the north line of a tract of land conveyed by deed to CB/Tittle, Ltd,, as recorded in Instrument No. 99- R0007181, Official Public Records, Denton County, Texas-, THENCE South 89'58'40" West, leaving said southwest right-of­vvay line and following along said north line of CB/Tittle tract, at a distance of 1009.25 feet passing the northeast coiner of tract of land described as Tract F3, as conveyed by deed to Custle Hills Property Company, as recorded in Instrument No. 2006-153339, Official Public Records, Denton County, Texas, and condrjuing with the north line of said Castle Hills Property Company tract, for a total distance of 1210,45 feet to a point for corner-, THENCE North 00'25'18" West, with the northernmost cast line of said Castle Hills Property Company tract, at a distance of 97,47 feet passing the northernmost corner, and continuing with said south right-of-way line of State Highway 121, for a total distance of 226,47 feet to a point for corner-, TI- ENCS continuing with said south right-of-way line of State Highway 121 as follows: 'North 63"2'06" East, for- a distance ofl 30.52 foot to a point for comer, North 60'22'33" East., for a distance of 80,86 feet to a point for corner, South 29'13'03" East, for a distance ol'50,00 feet to a point for corner, Page 6 1775,U 10,240014 :Drab 60'47°38" East, for a distance of 219.64 feet to the POINT OF BE IN I NC1 and C:ONTA1NTi C 218,740 square feet or 5.02 acres of land, snore or lens. LEGAL DESCRIPTION T ACT BEING a 377.68 acre tract of lanai situates] in the Thomas A. West Survey, Abstract No. 1344, the; B,B,B, & C.R. Survey, Abstract No. 173, the B.B.B. & C.R. Survey, Abstract No. 174 and the M.D.T. Hallmark Survey, Abstract No. 570, City of The Colony, Denton County, Texas, being part of a tract of land described as Tract ] as conveyed by deed to Maharishi Global Devc1opinent Fund, as recorded in Volume. 4555, Page 281, Officitil Public records, Denton County, `fcxas, beim; hart of a called 122.8106 acre tract of land conveyed by Correction Deeds to Crow -Billingsley UMF Plano, Ltd., as recorded in histrument No, 2004-44212; 2004-44213, 2004-44214 and 2004-44218. Official Public Records, Denton County, Texas, and being a part of Mc;Karny Road (an unrccorded right-of-way) SAVE: AND EXCEPT those certain tracts of land conveyed in deeds recorded in Volume 5366, Page 977; Instrument No, 2006-49955, 2006-49957 and 2006-75193, Official Public Records, Denton County, Texas. Said remaining 377.68 acre tract of land beim; more particularly described by metes and bounds as followvs- BEGf N1NG at a found TxDot brass carp in concrete for the northeast corner of said 377.68 acre tract, being the intersection of the south rlght-of-way lime of Sash Rayburn Tollway (State Highway 121) (a variably: width R.O.W.) and the west right-of-way line of Burlington Northern Railroad (a 100 foot R.O.W. at this point); THENCE continuing with said west right-of-way ling; ofBuFlington Northcrii Railroad as follows: THENCE South 06'59'58" East, for a distance of 832.17 feet to a point for corner, being the beginning of a tangent curve to the right ha\ ing a radius of 3703.75 feet, a central angle of 13°04'33" and a bang chord which bears South 00'27'42" East, 843.42 feet; THENCE southeasterly, along said uirve to the right, an are distance of 845.26 feet to a point for corner; THENCE South 06°04'35" West, for a distance of 2524.64 fest to a point for corner; THENCE, North 83'1 T00" West, for a distance of 1901 J 6 feet to a paint for corner; THENCE South 00"51'51 " East; for a distance of 9703.10 feet to a point for corner, THENCE South 89'03'50" Nest, for a distance of31.58 feet to a point for corner; Page 7 1775,01 0,�24003.4 THENCE South 01 °14°37" East., for a distance of 448.38 feet to .a point for corner, being the northeast corn°wr of a tract of land conveyed by deed to Iirankford Road Investors N:'o, 1, as recorded in Instrument No, 2006-49957, Official Public Records, penton County, Texas; THENCE North 87'00'22" West, leaving said west right-of-way line and following along the north line of said Frankford Road Investors No, 1, for a distance of 1240,48 fret to a point for corner, being in the northerly right-of-way liner of Nano Parkway (a 100 foot R.0,W,), and being the beginning of a non -tangent cui-ve to the left having a radius of 1130.40 feet, a central angle of 103016'58" and a long chord which bears North 38°43'34" West, 1772..16 feet, THENCE contlnuirig with said irortherly right-of-way line of Plano Road as follows: THENCE northwesterly, along; said non -tangent curve to the left, an arc distance of 2036.97 feet to a point for earner; "T'IIENC E South 89°38°05" West, for a distance of 647,23 feet to a point for comer, beim; the beginning of a non -tangent curve to the right having a radius of 950,00 feet, a central angle of 40°05'36" and a long; chord which bears North 70°19`29" West, 65 129 feet; THENCE E northwesterly, along said non -tangent curve to tht right, an arc distance of 064.77 feet to a point for corner, being the beginning of a reverse:, curve, to the left having a radius of 1450,00 feet, a central angle of 40°14°l0" and a long chord which bears North 70'21'30" West, 722.31 feet; THENCE northwesterly, along; said reverse curve to the; left, an arc distance. of 737.37 feet to a point for corner; THENCE South 89°3125" West, for a distance of 023,83 feet to a point for corner, being the beginning of a tangent curve to the right having; a radius of 950.00 feet, a central angle; of 52°49'04" and a long chord which bears North 64'04'03" West, 845.07 feet, THENCE nori:hwesterly, along said curve to the right, an are distance of 875,7: feet to a point for corder, being the n -lost southerly point of a corne=r -clip with said south right -of' -way line of Sarn Rayburn Tollway (State Highway 121); THENCE North 08'46")1 " East, along said. corner -clip, for a distance of 26.03 feet to a point for corner, being; in said south right-of-way Enc of Sane Rayburn 'T'ollway (State Highway 121 ); TIIENCE continuing with said south right-of=way line; of Sain Raybum Tollway (State Page 8 1775 010..24003.4 Highway 121) as follows: THENCE North 60'47'38" East, for a distance of 203,71 feet to a point for corner; THENCE North 5817'36" East, for a distance of 252.11 feet to a point for cornu; THENCE North. 55"47'40" East, for a distance: of 105.1 1 feet to a point for corner; THENCE North 58"17X42" Fast, for a distance of 248.62 feet to a paint for comer; THENCE North 60°47`38" East, for a distance of 263.85 feet to a point for corner; T14ENCE North 76°30'51 " East, for a distance of 92.2:7 feet to a point for corner; THENCE North 65°56'1`x® East, for a distance of` 100.40 feet to a point for corner., THENCE North 64°13`39" East, for a distance of 100.18 feet to a point for corner,- THENCE orner; THENCE North 60"16'36" East, for a distance of 39,88 Peet to a point for corner, THENCE South 74° 12'01" East, for a distance of 70.70 feet to a point for cornet; THENCE North. 60"47'38" East, for a distance, of`64.12 feet to a point for corner THENCE North 15°47'17" Fast, for a distance of 73.27 feet to a point far corner; 1-14ENCE North 59°04'32" East. for a distance of 94.25 feet to a point for comer., THENCE North 55°39'04` East, for a distance of 100.40 feet to a point for corner; THENCE North 47°37`54'° .East, for a distance of 114.18 feet to a point for corner; THENCE North 60°47`38" .East, for a distance of 3800.00 feet to a point for cornea; THENCE North 65°20'10" East, for a distance; of 189.41 feet to a point for comer, THENCE North 61 °5623X° East, for a distance of 100,02 feet to a point for corns' ; THENCE North f3°319'2 )" East, for a distance of 100.12 feet to a point for corner; THENCE North 64°47'53" Last, for a distance of 100.24 feet to a point for corner; THENCE Orth 66°30'16" East; for a distance of201,00 feet to a point for corner; Page 9 1775.010`NOU A THE,l'-CF- North 65'56'12" Ease, for a distance of 100,40 feet to ri point air Corner; TH F NCE North 66"30'16" East, for a distatacc of 100,50 feet to a point for corner; THENCE North 63'05'04" East, for a distance of 100.08 feet to a point for corner; THENCE North 64'13'39" East, for a distance of 100.18 feet to a point for Corner, THENCE Noi-th 83'05'27" East, for a distance of 69.58 feet to a point for corner; THENCE Nordi 60'39'18" East, for a distance of 33.81 feet to the POIN'r OF BEGININTNG and CONTAINING 16,451,919 square feet or 377.68 acres of land, more or I ess, Page 10 117,S,O 1 W�24003.4 LEGAL D SCRJPT U' BEING a 51.1 I acre tract of land situated in the R.P. Hardin Sui-vey, Abstract No. 611 and the B.B.B3 & C.R. Survey, Abstract No. 174, City of The Colony, Denton County, Texas, and being all of a called 27.073 acre tract of land conveyed by deed to Scaly Spring Creek Partners, L.P., as recorded in Instrument No. 2007-83136 and all of a called 23,990 acre tract of land conveyed by deed to Whiteford Limited Partners, as recorded in Instrument No, 2004-132215 Official Public Records, Denton County, Texas, Said 51.I 1 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said Scaly Spring Crcck Partners tract, being the intc;rsertron of the south right -cif -way litre of Sana Rayburn `1"ollway (State Highway 121) (a variable width R,O..W.) and the west right -cif -way line of West Spring Creek Parkway (a 160 foot R,O.W .); THENCE South 29°24'43" East, along, said west right-of-way Linc of West Spring Creek Parkway, for a distance of 265,52 feet to a Point for corner, being the beginning of a non -tangent curve to the right having a radius of '970-00 feet, a central angle of 29'13,42" and a long; chord which bears South 1453`13" East, 489.48 feet; THENCE southeasterly, along said west right-of-way line and said non -tangent curve to the right, an are distance of 494,83 feet to a point for corner; THENCE South 00°22'4" East, continuing along said west right-of-way line, for a distance oi' 476.17 feet to a point for corner, being the northeast corner of said Whiteford Limited Partners tract, THENCE South 00°23')5" East, continuing along said west right-of-way line, for a distance of 864,92 feet to a point for corner, being the no7-rheast corner of Lot 1, Block A, Kings Ridge Addition... Phase: Three, an addition to the City of Plano, as recorded in Cabinet X, Page 450, flat Records, Denton County, Texas; THENCE South 89"40'20" West, leaving said west right-of-way litre, and following along the south line of said Whiteford Limited Partnet-s tract and the north line of said Block A, I{ings Ridge Addition, Phase Three, being a common linc, for a distance of 1199.93 feet to a point for corner, being the northwest corner of Lot 23 of said Block A, Dings Ridge Addition, Phase Three, beim; in the east right-of-way line of Burlington Not-thern Railroad (a 100 foot P.O.W. at this point), and being the beginning of a non -tangent curve to the left having a radius of 3487,75 feet, a central angle of 8'31'36" and a long chord which bears North 01°45'21" West, 518.57 feet; THENCE north\,vvsterly, leaving said cornmon line; and following along said east right-of-way Base of Burlington Northam Railroad and said non -tangent curve to the left, an arc distance of Page I I 1775.010,24003. 4 519,05 feet to a point for comer; THENCE North 06114329" West, continuing along said east right -of way line, for a distance of 345.89 feet to a point for corner, being the northwest corner of said Whiteford L11111tod Partners tract; THENCE North 07'0'1'0 1 " West, continuing along said cast righ(-of-way line, for a distance of 628.03 feet to a point for corner, being in said south right-of-way line of Sarri Rayburn Tollway; THENCE North 60'45'58" East, leaving said east right-of-way line and f0l10Win,- along said souths I right-of-way line of'Baan Rayburn Tollway, for a distance of 254.35 feo to a point for corner, THENCE North 63' 19'02" East, contlniiing along said soulth right-of-Alay line, for a distance of 585,96 feet to a point for corner-, THENCE North. 60"52'09" East, continuing along said south right-of-way line, for a distance of 1 369,37 feet to the POINT OF BEGINNING and CONTAINING 2,226, t 93 square feet or 51,11 acres of land, inore or less. M;5 0 10�24003 4 Exh-Oft B Board of Direcioro That the fallcrvving persons are hereby appointed to the Reinvestment done Number, One, City ofThe Colony, Board of Directors: (1) Jae McCourry, Chairperson (expires December- 31, 2012) (2) Riebarcl Boyer, (expires December 31, 2012); (3) Troy C_ Powell., (expires December 31, 2012); (4) Tint Miller, (expires December 31, 2012)l - (5) 012);(S) .ellen Harris, (expires December 31,, 2012); (6) .loch Marks, (expires December 31, 2011)-, (7) Perry 5chrag, (expires December- 31, 2011); (8) Denton County Member: to 'be appointed by Denton Court (expires December 31, 2011); and (9) Denton County Member; to be appointed by Denton County (expires December 31, 2011). Page 13 1775.0 1 0'14003A Exhibit B Project and Finance Plan Page 12 FINAL PROJECT AND REINVESTMENT ZONE FINANCING PLAN HM TAX INCREMENT REINVESTMENT ZONE NUN/lBER CITY OF THE COLONY, TEXAS November 15, 2011 11, ill TRO11 DCT ][ON. 1.1 Defined Terms. Words and phrases with their initial letters capitalized that are used in, but not defined in, this Section 1 are defined in Section 2, Unless otherwise specified, all references to "Section" mean a section of this Final project and Finance Flan. 1.2 TIF projects and Til~' Project Costs. Tax increment financing is ars economic development tool available for ars arca designated by the City as a reinvestment zone to pay for: (i) public works within and outside such zone; (ii) public improvements within and outside such zone; (iii) programs for the public purpose of economic development within such zone to facilitate and/or pay for projects that benefit such zone, develop and diversify the economy of such zone, and stimulate business and commercial activity within such zone; including, but not limited to, programs under Chapter 380, Texas focal Government Code, as amended; (iv) other projects that benefit such zone; and (v) costs and expenses incidental to the foregoing works, improvements, programs, and projects (all of the foregoing are collectively referred to as the "TIF Projects" and the costs thereof as "TIF Pro(ect Cots") from all or a portion of: (A) increased ad valorem taxes collected by the City and other participating taxing units from within such zone and attributable to new development within such zone; and (B) increased sales and use taxes collected by the City within such zone and attributable to new development within such zone. The statute that governs tax increment financing is the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as amended (the "Act"). 1.3 The Zone, the Facility, and Related Development. As required by the Act, the City prepared a preliminary reinvestment zone financing plan titled "Preliminary Reinvestment Zane Financing Plan for Tax Increment .Reinvestment Zone Number One, City of The Colony;. Texas," which was made available for public inspection on November 1, 2011, and was approved by the City Council on November 8, 2011, On November 8, 2011, the City Council also adopted Ordinance No, 2011-1926 designating aro area as Tax. increment Reinvestment Zone Number. On45, City of The Colony. Texas (the "Zone"). in accordance with the Act. The Zone consists of approximately 433 open and undeveloped acres located within the corporate limits of the City and described in Section 3. The City created the, 'one to promote economic development that but for the creation of the Zone would not otherwise occur, it is contemplated that: (i) there will be constructed and operated within the .done a mixed-use facility on approximately 90 acres, which facility will initially include approximately I,280,000 square feet for warehouse and distribution uses, approximately 25,000 square feet for a regional corporate headquarters, and approximately 546,000 square feet for retail sales to the general public (the "Facility"); and (ii) the remainder of the land within the Zone will be developed as a mixed-use project (the "Related Develourrserst") that may include any one or more of the following: (A) entertainment, tourism, recreation, and convention facilities that will attract tourists, visitors, and shoppers from a wide geographic region; (13) hotels, retail stores, concessions, restaurants, and other facilities related to the entertainment., tourism, recreations, and convention asses; (C) public facilities for municipal use; (D) other retail and commercial facilities; and (E) public parking to serve the foregoing, The City Council and the Board have determined that development of the Facility and Related Development will not occur solely through private investment in the foreseeable future, Moreover, the City Council and the Board have determined that the gone substantially impairs and arrests the sound growth of the City because the Zone is predominately open and undeveloped due to factors such as the need for essential public infrastructure and the need for economic development prograrns that establish financial incentives (including, but not limited to, payments and/or grants that are intended to be contributions to capital" to attract new business and commercial activity to the Zone 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 Zone, increases in sales and use tax for the City and the State of Texas, and increased job opportunities for residents of the City, the County, and the region, 1.4 Count'.Partic action. It is contemplated that the County will participate in the Zone by depositing the County Tax. Increment into the Tax Increment Fund pursuant to the County Tax. Increment Participation Agreement. Unless otherwise approved by the governing body of the County, the County Tax Increment shall only be used to pay public Forks Project Costs (excluding, however, any costs related to land for or the construction of any municipal buildings). 1,5 Public Works Projects. Development of the Facility and. Delated Development will require, as part of the TIF Projects the following "Public Works Projects_": (i) substantial site improvements including, but not limited to, mass grading within the done; (ii) the construction of public infrastructure inside and outside the Zone (e.g., water, sewer, roads, and other utilities); (iii) the construction of storm water detention and related drainage improvements within the Zone-, (iv) the construction of municipal buildings Within the Zone; (v) the construction of public parking within the Zone; and (vi) the acquisition of land for the foregoing. The Public Works Projects are described in greater detail in Section 6. 1.6 Economic Development Projects, The City Council and the Board have determined it is necessary and convenient to the implementation of this Final Project and Finance Flan and to the development of the Facility and the Delated Development to pay any or all of the TIF Project Costs, as part of the TIF Projects, which are: (i) allocable to the construction of approximately 546,000 square feet of retail space as part of the Facility, (ii) necessary to ' 07 _ . r .q Fr, bin the 7nne thaP will be developed as part of the Facility and Related Development in accordance with this Final Project and Finance Plan; (iii) allocable to the construction of improvements to bring to the Zone entertainment, tourism., recreation, and convention facilities that will attract tourists, visitors, and shoppers from a wide geographic region; (iv) allocable to the construction of improvements to bring to the Zone additional retail and commercial facilities; and, (v) allocable to the construction of improvements that will bring to the gone a second "super retail store", all as described in Section 9 (the "Economic evelopp ent Protects"). 1.7 Economic I eyeloprnent Pro ra s. The City Council and. the Board have determined it to be necessary and convenient to the accomplishment of the objectives contained in and to the implementation of this Final Project and Finance Plan to establish and provide for the administration of the economic development programs described in Section 10 which may be used, at the Board's discretion, to accomplish the purposes described in Section 1.5 and Section 1.6 to the extent that such TIF Projects are not otherwise funded; and, such programs and grants are authorized by Section 31 1.010(h) of the Act and by Article III, Section 52-a, Texas Constitution, as amended. 1.8 Salo of Co exte t real property is '11, aill 1,.c)n��to 'J'o he n nic ot otherwise granted putsuant to Section .1 �7, the City Council and d B oard have determined it to be necessary, and convenient to the accomplishment of the objectives contained in and to the e implementation of this Final Project and Finance Plan to sell the Economic DeveI opm nt Projects, or any other real property within the Zone that is acquired by the City by conveyance, purchase, condemnation or other means to implement this Final Project and Finance Plan, to the Developer or the end user of such Economic Development Projects or other real property upon the terms and conditions and in the manner the City Council and the Board considers advisable, 1.9 cclasisitio of Deal propertY1 The City Council and the Board have determined it to be necessary and convenient to the accomplishment of the objectives contained in and to the implementation of this Final Project and Finance Plan to acquire by conveyance, sale, or any other means the real property owned by the TCCDC and the, TCEDC that is located within the Zone at a time mutually agreed to by the City Council, the Board, and the TCCDC or the TCEDC, as applicable. 1.10 ImpLementation, To facilitate development of the Facility and Related _ Development the Board has prepared and will adopt, and the City Council will approve, this Final Project and Finance Plan for the Zone which may vary from the Preliminary Finance Plan, and it is contemplated that: (i) the City and the County will enter into the County Tax Increment Participation Agreement; (ii) the Board, the City, the Developer, and the 431 Corporation will enter into the Development Agreement; (iii) the City or the 431 Corporation will issue or enter into the TIF Obligations; (iv) the City, pursuant to the Act and in accordance with Section 1.8, may sell any of the Economic Development Projects or any of the real property within the Zone acquired by the City pursuant to Section 1.9 on the terms and conditions and in the manner the City Council and the Board considers advisable, and (Y) the Board and the City will approve the programs created under this Final Project and Finance Plan as well as the 380 Incentive Programa zr phrPS-s- oped in this Final Pro iect and Finance Plan that have their initial letters capitalized shall have the meanings given to them in this Section 2 unless the context in which the words or phrases are used clearly requires a different meaning. "380 means that 380 incentive program approved by Ordinance No. 2011- 1935 adopted as part of the City's Comprehensive Economic Development Policy. "431 Corporation" means a local government corporation created and controlled by the City as an instrumentality of the City pursuant to Subchapter D, Chapter 431, Texas Transportation Code, as amended. "Act" is defined in Section 12, "Board" means the Board of Directors of the Zone. "City" means the city of The Colony, Texas, a home -rule municipal corporation, "City Council" means the governing body of the City. ""Citi Sales Tac Increment"' means the amount or portion of the Sales Tax Increment that the City determines is required: (i) to (1) pay TIF Obligations secured by the City Sales Tax Increment for that year, (2) establish or maintain debtservice or similar reserves required for such obligations; and (3) pay prior year shortfalls attributable to such obligations (i.e,, amounts by which the TIF Obligations secured by the City Sales Tax Incremorit for any prior year exceeded the available City Sales Tax Increment for such year); and (ii) to pay any other obligations incurred for the Zone including, but not limited to, any agreements made under Section 31 1.010(b) of the Act dedicating revenue from the Tax Increment Fund; provided, however, that the amount or portion described in (1) and (ii) above shall never exceed ninety percent (90%) of the Sales Tax Increment, The amount, if any, by which the City Sales Tax Increment for a year exceeds the amount required to pay (i) and (ii) above is not part of the City Sales Tax Increment and therefore shall not be deposited into the Tax Increment Fund. "City Tax Increment" means one hundred percent (100%®) of the Tax increment for the City, "County" means Denton County, Texas, "Coup tv Tax Increment Participatign Agreement fl means an agreement between the City and the County (to which agreement the Developer is a third -party beneficiary) pursuant to which the County agrees to pay the County Tax Increment into the Tax Increment Fund as provided in this Finai Project and Finance Plan, "County Tax Increment" means ninety percent (90%) of the Tax Increment for the County, ""Developer'" means LMG Ventures, LLC and TXFM, Inc, or an affiliate, assignee, or transferee thereof. "'Development Agreement" means an agreement among any or all of the Board, the City, the 431 Corporation, and the Developer for the implementation of this Final Project and Finance Plan, "Economic Development Grants" are defined in Section 10.1. are described in Section 10. "Economic Development Project Costs" are defined in Section 9.1. -If--velopment Proiects" are defined in Section 1.6 and described in Section 9, "Er�onom;c T - "Economic Feasibility Study" is defined in Section 8, "Facilit " is defined in Section 1.3. "Final ProtectandFinance Plan" means this Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, dated November 15, 2001, as amended. "Full -Time Equivalent Job" means a job filled by (i) one individual for a period of not loss than forty (40) hours per week or (ii) two (2) or more individuals for a period of not less than forty (40) hours per week in the aggregate. "Non -Project ImRmvLqrnents$l are defined in Section 7. "Phase I" is defined in Section 8, "Phase 11" is defined in Section R. "Phase IIP is defined in Section 8. "Preliminary Finance Plan" means the Preliminary Reinvestment Zone Financing Placa for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, dated November 8, 2011, "Public Works ProctCosts" are defined in Section 6.5. "Public yv°Vorks Pro'e� cts" are defined in Section 1.5 and described in Section 6. "Oualified Costs" are included in TIF Project Costs as defined in Section 311 M2 of the Act, as amended, and include, but are not limited to; (i) costs of design and construction including, but not limited to, costs of preparing the site for construction and costs of work performed because of environmental considerations; (ii) costs of services of architects, engineers, construction managers, third -party developers, and contractors; (iii) reasonable costs of legal counsel of the City, the County, the 431 Corporation, and the Developer with respect to negotiating and consummating all documents contemplated by this Final Project and Finance Flan; (iv) reasonable fees and expenses of agencies having jurisdiction over the financing of the Facility, financial advisors, financial printers, bond counsel, legal counsel, underwriters, escrow agents, trustees, and other persons incurred in connection with the implementation of this Final Project and Finance Plan, (v) capitalized interest and reserve funds required in connection with any TIF 0}bligations; (vi) costs of acquiring the site including title work, surveys, inspections, engineering reports, real estate commissions, and legal fees and expenses; (vi) costs of furnishing and equipping the Facility, and (vii) any reasonable costs incurred by the Developer, the City, the County, or the 431 Corporation in connection with the implementation of this Final Project and Finance flan. "Related Deyetopme t is defined in Section 1.3. "Sales Tax Increment" means the amount generated from the City's sales and use takes attributable to the Zone above the sales tax base. "Sales tax base" means the amount generated from the City's municipal sales and use taxes at the rate of one percent (1.O%) attributable to the Zone for the year its which the Zone was designated. "Tax Increment" means, for the City and the County, respectively, for each year, the amount of property taxes levied and collected by the City and the County for that year on the captured appraised value of real property taxable by the City and the County and located in the Zone. "Captured appraised value" means the total taxable vaiuc of all real propwrey 10y th.C, Uk,y and the County and located in the Zone for that year less the tax increment base for the City and County. "Tax increment baser` for the City and County is the total taxable valise of all real property taxable by the City and the County and located in the Gorse for the year in which the Zone was designated. "Tax Increment Fund" means the tax increment fusel required by the pct, and any accounts held therein, for the Gone established by the City into which: (i) the City is required by the Act to deposit the City Tax Increment and the City Sales Tax increment, (ii) the County, upon execution of the County Tax Increment Participation Agreement, will be required by the Act to deposit the County Tax Increment; (iii) the City or the 431 Corporation deposits any proceeds from the issuance of TIF Obligations; and (iv) the City, the County, or the 431 Corporation is otherwise required by the pct to deposit any funds. "TCCDC" means The Colony Community Development Corporation, a Type B Texas corporation created under the authority of Chapter 5033, Texas Local Government Code. "TCEDC" means The Colony Economic, Development Corporation, a Type A Texas corporation created under the authority of Chapter 504, Texas Local Government Code, "TIF Gbli a,tions" are defined in Section 15. "TIF Proie cts" are defined ir, Section 11. "TIF Pro'ect Costs" are defined in Section 1.2, "Zone" is defined in Section 13 and described in Section 3. 1 DESCRIPTLQN AND _MAP. A reap showing and describing existing uses and conditions of real property in the gone is attached hereto as Exhibit A-1. A map showing and describing proposed cases of real property in the Zone is attached as xWabit -2, A metes and bounds description of the real property in the Zone is attached as Exhibit A®3. 4e PROPOSED D C=IIANtuES TO OR INANC E PLANS Ch��I)IES RUL.0SA.ND REGULATIONS. Development of the Facility and Related Development will necessitate (i) amending the City's Comprehensive Land Use flan, (ii) amending the City's Master Thoroughfare Plan, (iii) adopting a planned development zoning ordinance covering property in the Zone, (iv) amending the City's Comprehensive Policy Statement of Economic Development Incentives; and (v) adapting ordinances approving the programs created under this Final Project and Finance Plan and creating the 380 Incentive Program. Where are no proposed changes to any ordinances, plans, codes, rules, or regulations adopted by the County. 5, RELOCATION QF DISPLACED PERSONS. No persons will be displaced or relocated due to the creation of the Zone or as a consequence ofimplementing this Final Project and Finance flan.. tea PUBLIC WORKS PROJECTS AND PUBLIC WORKS PROJECT COSTS. 6.1 Public Forks Projects, Development of the Facility and Related :Development will require the construction of the Public Works Projects generally described below and depicted, in part, on Exhibit B, 6.1.1 Site Improvements. Site improvements include mass grading of` all the land within the Zone to create buildable pad sites and generate earthen fill to elevate lava areas, 6.1.2 Water, The water system will include new water main extensions to connect to the City's existing water system... An on-site water main will be looped around the site to provide the appropriate water and fire protection service. Tract 3 may be serviced using ars existing water line in Spring Creek Parkway and looping a new line through the site. 6.1.3 Sanitary Sewer, Sanitary sewer service will be provided by gravity lines that are proposed to flow to the northwest to connect to ars existing sanitary sewer line in Plano parkway. A boring under the existing Burlington Northern railroad will be necessary. 6.1.4 Private Utilities. Private utilities will be installed in an underground duct bank system. 6.1.5 Drainage. Tract 3 will drain naturally to a creek that bisects the tract. Localized underground drainage conduit combined with overland flow will comprise the proposed drainage improvements for Tract 2, The eastern portion of Tract 2 will drain into a creek and require detention. The southern portion of Tract 2 and the western most five (5) acre tract drain to Plano Parkway. Underground drainage conduit for these tracts will be constructed and connected to the existing drainage system in Plano Parkway. 6.1.6 Wetlands. Site development has minor impacts to existing wetlands and/or waters of the U.S. that will require a 404 Permit from the U,S. Army Corps of Engineers. 6.1.7 On -Site ImDrovements, The on-site public roadways will consist of an extension of Headquarters Drive at Spring Creek Parkway west with a bridge over the Burlington Northern Railroad. In addition, north/south collector roads are proposed to connect Plano Parkway to S.H. 121, Street lighting, signalization, sidewalks, and hike/bike trails will be included. 6.l .g Signs, Signs directing pedestrians and traffic to public parking and venues will be installed throughout the site. 6,1,9 off -Site iMpjgLvements. Off-site improvements include intersection improvements at S.H. 121 and Plano Parkway and S,H. 121 and Spring Creek Parkway, which improvements may include lane additions, re -striping, and signal improvements. In addition, deceleration lanes along the eastbound frontage road of S.H. 121 may be installed at entrances to the development. Left turn lanes and deceleration lanes will also be required on Plano Parkway. An overpass on S.H. 121 may be required to extend South Colony Boulevard into the development. 6,1,10 Power Lines, Overhead wooden power lines may be replaced with concrete poles. In addition, overhead lines may be relocated underground, 6.1.11 Traffic Management, Traffic management improvements are proposed that may include a website, dynamic message signs on S.H. 121, traffic monitoring cameras, remote traffic signal control, and a command center. off-site way finding signs may also be included. 6.2 Parking. Site improvements are anticipated to include public surface parking as well as internal, public roads to provide circulation. Structured parking garages are also proposed to provide additional public parking spaces. Streetscape, landscaping, and lighting improvements are included. Parking maintenance and operations costs may also be included, 63 6.1 , 13 hjjjnk%pal Building. It is contemplated that a municipal building will be constructed within the development, 6.4 Reconstruction. Beginning in year 2031, it is contemplated that public streets and public parking will need to be reconstructed. 6.5 Public Works Project Costs. "Public Works Project Costs" include the following: 6.5.1 $57,680,000 for 2012 Public Works Project Costs shown on Exhibit C; 6,5,2 $121,895,947 for 2017 Public Works Project Costs shown on Exhibit C; 6.53 $62,500,000 for 2031 Public Works Project Costs shown on Exhibit C; 6.5.4 $12,900,000 for mass grading, wetland mitigation, storm water detention, and the purchase of approximately 20 acres of land for storm water detention and related improvements; 6.5.5 $1,200,000 for public surface parking and related circulation roads, landscaping, and lighting; and 6.5.6 $34,800,000 for public structured parking and related circulation roads, landscaping, and lighting. The expenditures for public Works Project Costs may be accelerated or delayed without requiring an amendment to this Final Project and Finance flan. 7. ESTIMATED NON—PR2JEC ' C'OST'S. The Developer estimates that the total cost to develop the Facility and phases I and II of the Related Development (as summarized on Exhibit P) will be approximately $1,540,196,982. If the Phase III "super retail store" agrees to open within the Zone, the Developer estimates the total cost will increase to $2,100,000,000. Based on the costs anticipated through 2018, the Developer estimates the non -project costs for the Facility and Phase I and II of the Delated Development will be $1,051,321,035. If the Phase III ""super retail user" agrees to open within the Lone, the Developer estimates the non -project costs will increase to $1,360,000,000, S. ECONOMIC FEASIBILITY. Construction of the TIF Projects will benefit the Zone and stimulate further business and commercial activity in the Zone that would not occur through private investment in the foreseeable future but for the designation of the Zone and implementation of the tax increment financing described in this Final Project and Finance flan. Such further business and commercial activity (defined in Section 1.3 as the "Delated Development") is anticipated to occur in phases which, depending on market conditions, may overlap. "Phase I" of the belated Development is planned to include entertainment, recreation, tourism, and convention facilities (which may include, but are not limited to, a theme park and theme park hotel, convention center and convent on center hotel an bellated ruaia 5101–cs, concessions, restaurants, and park facilities) that will attract tourists, visitors, and shoppers from a wide geographic region. "Phase II" of the Delated Development is planned to include retail and commercial facilities. "Ehase III" of the Related Development is planned to include a second "super retail store" that is projected to generate at least $500,€100,000 in total taxable sales during the first full calendar year after the store is completed and open for business to the public. Impact Data Source, Austin, Texas, has completed Economic Feasibility ''toady of a Proposed Mixed Else development Project in The Colony, Texas, dated October 26, 2011, (the "Economic Feasibility Study") to estimate the economic impact that the Facility and Phase I and Phase II of the Delated Development will have during construction and during the first forty (40) years after construction is complete. In addition, the Economic Feasibility Study estimates revenues that the Facility and Phase I and Phase I1 of the Related Development may generate for the State of Texas, the County, the City, TCEDC, TCCDC, and Lewisville ISD, The Economic Feasibility Study constitutes the "economic feasibility study" required by the Act, A summary of the Economic Feasibility! Study is attached as Exhibit E. ley findings of the Economic Feasibility Study are provided below. The adoption and approval of this Final project and Finance Plan, including the Economic Feasibility Study, by the City Council constitutes a finding by the City Council that this Final Project and Finance Placa is feasible. The Economic Feasibility Study will be updated befcore undertaking the Phase III Economic Development Projects described in Section 9,1.5 or the Phase III Fc€ riornic Development Programs described in Section 10.1.6. e 1 Impact During Construction. Construction of the. Facility and Phase I and Phase If of the Related Development is estimated to generate $2.3 billion in total economic output, support 4,410 direct and indirect construction jobs, provide $684 million in direct and indirect construction salaries, and generate $244 million in taxable spending. It is estimated that construction will generate over $20 million in sales taxes paid to the State of Texas, the City, TCEDC, and TCCDC. 8.2 Economic Output, gat ,lobs and Salaries. It is estimated that during the term of the Zone, the Facility and Phase I and Phase 11 of the Related Development will generate $195 billion in economic output and business revenues, 20,426 direct and indirect jobs, and $46 billion in direct and indirect salaries. $3 Other Economic Impacts, It is estimated that during the terra of the Zone, the Facility and Phase I and Phase II of the Delated Development will generate $114 billion in taxable sales, $2.7 billion in lodging sales, job opportunities for 20,426 neer employees, and the need for 664 new residential dwelling units, 8.4 Total Estimated Revenues. It is estimated that during the terra of the Zone the total revenues (including sales, property, and hotel occupancy taxes) generated by the .Facility and phase 1 and Phase II of the Related Development will be as follows; for the State of Texas, $7,1 billion; for the City, $612 million-, for TCEDC, $242 million, for TCCDC, $242 million; for the County, $38 million; and for the Lewisville ISH $1.2 billion. 8.5 Tourism. It is estimated that during the first year of operations, eight million visits will be rade to the Facility, increasing to 10 million in the second year, and increasing at xP �_< -1 `, r r. s a t o nd -o 't r� r ryrr,,— t er year ther, of%er Visitors to the Facility are expected to be from throughout the state and from surrounding states. 9. ECONOMIC DEVELOPMENT PROJECT C'O < 9.1 The Board and the City Council have determined it is necessary and convenient to the implementation of this Final Project and Finance Flan and to the development of the Facility and the Related Development to pay any or all of the economic development project costs described in Sections 9.1.1 through 9,1.5 (the "Economic Development Project Costs"). The Board and the City Council have further determined that payrrnent of any of the Economic Development Project Costs under this Section 9 is for a public purpose within the meaning of Article 111, Section 52(a), Texas Constitution, as amended. 9, 1,1 To facilitate development of the Facility, Economic Development Project Costs in the estimated amount of $91,300,000 to pray Qualified Costs allocable to the construction of approximately 546,000 square feet of retail space as part of the Facility. 9.1.2 To facilitate development of the Facility and Related Development, Economic Development Project Costs in the estimated amount of $44,100,000 to pay Qualified Costs for the acquisition of approximately 307 acres within the Zone to be developed in accordance with this Final Project and Finance Plan, 9.1.3 To facilitate developmr ,nt of the Phase I Delated Development, Economic Development Project Costs in the estianated amount of $69,000,000 to pay Qualified Costs allocable to the construction of improvements that will bring to the Zone entertainment, recreation, tourism, and convention facilities, (which may include, but are not limited to, facilities such as a theme park and theme park hotel, convention center and convention center hotel, and related retail stores, concessions, restaurants, and park facilities) that will attract tourists, visitors, and shoppers from a wide geographic region?.. 9,1.4 To facilitate development of the Phase 11 Delated Development, Economic Development Project Costs in the estimated amount of $57,000,000 to pay Qualified Costs allocable to the constructions of improvements that will bring to the Zone additional retail and commercial facilities. 9.1.5 To facilitate development of the Phase III Delated Development, Economic Development Project Costs in the estimated amount of $250,000,000 to pad' Qualified Costs allocable to the construction of improvements that will bring to the Zone a second "super retail store" that is projected to generate at least $500,000,000 in total taxable sales during the first full calendar year after the store is completed and open for business to the public. % ECONOMIC DEVELOPMENT PROGRAMS AND GRANTS, 10.1 Economic Develo riment Programs. Section 311.010(h) of the Act provides Haat 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 this Final Project and Finance Plan, which programs are for the public purposes of developing and diversifying the economy of the Zone and developing business and commercial activity within the Zone. Such economic development programs may include, to the extent permitted by law, (i) programs to make grants of land, buildings, parking and E'.ronom.ic. Developmer t Projects in the Zonae, and (ii) programs to snake grants of any lawfully available money from the Tai fricrement Fund, both of which are for activities that benefit the Zone and stimulate business and commercial activity in the Zone. This Section 10 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 of the Facility and Related Development will farther the public purpose of developing and diversifying the economy of the Zonae with a long -terra economic impact that will be measured in hundreds of billions of dollars as described in the Economic Feasibility Study. The City Council and the Board have determined, and it is recognized, that such development will not occur through private investment in the foreseeable facture, nor will such development occur only through public participation in the cost of Public Works Projects. All grants which are part of the Economic Development Programs described below in Sections 10.1.1 — 1.0.1,6 (collectively, the "Economic Development Grants") are intended as contributions to the capital of businesses to provide an incentive for the businesses to locate to and operate within the Zone. The Economic Development Grants serve the public purpose of attracting new business and commercial activity to the Zone 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 Zone, increases in sales and use tax for the City and the State of Texas, and increased job opportunities for residents of the City, the County, and the region all of which benefit the Zone and the City. 10.1.1 Economic Development Program to facilitate development of the Facility and Related Development by providing an Economic Development Grant consisting of one or more conveyances or other transfers of land, buildings, parking discussed in Section 6,2, and/or Economic Development Projects within the Zone to businesses as an incentive for the businesses to locate to and operate within the Zone, which conveyances or other transfers shall be for such consideration, if any, and on such terms and conditions as the Board and City Council may determine. 10.1.2 Economic Development Program to facilitate development of the Facility by providing an Economic Development Grant in the estimated amount of $91,300,000 to pay Qualified Costs allocable to the construction of approximately 546,000 square feet of retail space as part of the Facility. 10. 13 Economic Development Program to facilitate development of the Facility and Related Development by providing an Economic Development Grant in the estimated amount of $44,100,000 to pay Qualified Costs for the acquisition of approximately 307 acres within the Zone to be developed in accordance with this Final Project and Finance Plan. 10, 1.4 Economic Development Program to facilitate development of the Phase I Related Development by providing an Economic Development Grant in the, estimated amount of $69,000,000 to pay Qualified Costs allocable to the construction of improvements to bring to the Zone entertainment, recreation, tourism, and convention facilities, (which may include, but are not limited to, a theme park and theme park hotel, convention center and convention center hotel, parks and park facilities, and related retail stores, concessions, and restaurants) that will attract tourists, visitors, and shoppers from a wide geographic region, 10, L5 Economic Development -Program to facilitate development of the Phase 11 Related Development by providing an Economic Development Grant in the estimated amount of $57,000,000 to pay Qualified Costs allocable to the construction of improvements that will bring to the Zone additional retail and commercial uses. 10. 1 .6 Economic Development Program to facilitate development of the Phase III Related Development by providing an Economic Development Grant in the estimated amount of $250,000,000 to pay Qualified Costs allocable to the construction of improvements that will bring to the Zone a second "super retail store". 9 0.2 Performance Standards. The Economic Development Programs and corresponding Economic Development Grants described in Section IOA are subject to the performance standards described in Sections 10,2.1, 10.2.2, and 10.2.3. The Economic Development Program and corresponding Economic Development Grant described in Section IOAA for Phase I Related Development is additionally subject to the Phase I performance standards set forth in Section 10.2.4, The Economic Development Program and corresponding Economic Development Grant described in Section 10.1.5 for Phase 11 Related Development is additionally subject to the Phase 11 performance standards set forth in Section 10.2.5. The Economic Development Program and corresponding Economic Development Grant described in Section 10,1.6 for 'Phase 111 Related Developmtrit is additionally subject to the Phase III perforrxiance standards set forth in Section 10.2.6. Except as provided in this Section 111.2, the Economic Development Programs and corresponding Economic Developmcrit Cr'ants €ar'c rscst subject to any other performance standards, The City Council and the Board have determined that satisfaction of the: performance standards set forth it-, this Section 10,2 will further the public; purpose of developing and diversifying the econorny of the Zone and will stimulate business and commercial activity in the Zone, 10.2.1 Cans let.i<st�l`._h� h€iciliiy. i'oisstrorcticsn tsf Ilse Facility shall be completed, and the Facility shall be open for busilloss to the public, no later than December 31, 2015, subject to "farce majeurc;" delays and delays approved by the City. If the Facility is not completed and open for business by such date;, an amount equal to $50,000 for each month that the Facility is late in opening shall, (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 10,2.2 (qualified Cost Requirements, At least $100,000,000 in Qualified Costs shall be expended to construct the Facility. If less than such amount of Qualified Costs is expended, the amount of the deficiency shall: (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Programa or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 10.2.3 Full -Time Job Ikquirernent. On January 1 of the first calendar year after the Facility is completed and open for business, the Facility will provide employment for a minimum of 850 Full -Time Equivalent .lobs. If the Facility doses not provide the Equivalent Jobs_ an. amount equal to $5,000 for each Job RLthat isy not provided shall.' (r) .eFIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, alter such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations, 10.2.4 Construction of Phase I Related Development. At least $50,400,000 in Qualified Costs will be expended to construct phase I Related Development that will be open for business to the public no later than December 31, 2020, subject to "force majeure" delays and delays approved by the City. If less than such amount of Qualified Costs is expended on the Phase I Delated Development, the amount of the deficiency shall: (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding fonds required to pay TIF Obligations. If the Phase I Related Development is not completed and open for business by such date, an amount equal to $25,000 for each month that the Phase I Delated Development is late in opening shall. (A) FIRST, be forfeited as provided in the Development Agreement; and (E) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Prograin or from any other legally available funds oared by the City to the Developer, excluding funds required to pay TIF Obligations. 10.2.5 Construction of Phase It Related Develot)rnent. At least $40,000,000 in Qualified Costs will be expended to construct Phase II Related Development that will be open for business to the public no later than December 31, 2020, subject to "farce rnajeure" delays and delays approved by the City. if less than such amount of Qualified Costs is expended on the Phase II Delated Development, the amount of the deficiency shall: (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations, If the Phase II Related Development is not completed and open for business by such date, an amount equal. to $25,000 for each month that the Phase II Delated Development is late in opening shall: (A) FIRST, be forfeited as provided in the Development Agreement; and (II) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 10.2.6 Construction of Phase III belated Development. At least $100,000,0900 in Qualified Costs will be expended to construct Phase III Delated Development that will be open for business to the public no later than December 31, 2020, subject to "force majeure" delays and delays approved by the City, if less than such amount of Qualified Costs is expended on the phase III Related Development, the amount of the deficiency shall: (i) FIRST, be forfeited as provided in the Development agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any Other legally available funds ogled by the City to the Developer, excluding funds required to pay 'PIF Obligations. If the Phase III Related Develoomernt is not completed and open for business by such date, an amount equal to $25,000 for each month that the Phase l l Reiated Development is laic in opening shall: (A) FIRST, be forfeited as provided in the Development Agreement; and (13) SECOND, after such forfeiture is applied, the remainder of such arnount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF" Obligations. IL ESTIMATED DONNED INDEBTEDNESS. The estimated maximum bonded indebtedness shall be $489,400,000, unless the phase III "super retail store" agrees to open within the Zone in which case the estimated maximum bonded indebtedness shall be $644,800,000. 12. f;S'i-1k E�I'I _�1't l WHEN 1 -IFF PROJE'("I ("OSfS WILL t3 -L!.- 'SIC Rt -t -'D. It is ill estimated that TIF project Costs wbe incurred as shown; however, the tinning may vary significantly from the estimates. :Expenditures may be accelerated or delayed without amending this Final Project and Finance Flan. The expenditures are in current -year dollars; therefore, they ,shall be adjusted each year by a cost -of -living index approved by the City and the Developer, which approvals shall not be unreasonably withheld; and such adjustments shall not require an amendment to this Final project and Finance Plan, 2012 $77,900,000 2013 $75,700,000 2014 $75,700,000 2015 $53,432,000 2016 $158,462,000 2017 $186,962,000 2018 $111,830,000 2031 $31,250,000 2032 $31,2.50,000 TOTAL $802,38690011 13. TOTAL APPRAISED VALUE. The current tonal appraised value of taxable real property in the Zone is $663,603, 14. CAPTURED -APPRAISED VALUE The estimated captured appraised value of taxable real property in the Zone during each year of its existence is shown on Exhibit F for the Facility and Phases I and II of related Development, If the Phase III "super retail store" agrees to open in the Zone the captured appraised value of taxable real property in the Zone during each year of its existence is shown on Exhibit G, 15. METHOD OF FINANCING. It is contemplated that the City or a 431 Corporation will issue, from time to tirne, one or more series of bonds or notes or enter into other obligations (such bonds, .nates, or other obligations are collectively referred to as '"TIF Obligations") secured in whole or in part by the Tax Increment Fund. The proceeds of such TIP" Obligations will pay or refinance the TIF Project Costs, It is contemplated that the sources of revenue to pay or refinance the public Works Project Costs will include the City Tax Increment, the County Tax Increment, the City Sales Tax increment, and any other funds legally available to pay such costs. g.. — _ Pr^ara _f?gf.c ...•• (err, alternatively, implement the Economic Development Programs and make the corresponding Economic Development Grants) will include the City Sales Tax Increment and any other funds legally available for such purpose, The percentage of tax increment to be derived from the real property taxes of the City collected within the .Zone is one hundred percent (100%), The percentage of tax increment to be derived from the real property taxes of the County collected within the Zone is ninety percent (90%0). The percentage of sales tax increment to be derived from the sales and use tai: of the City collected within the Zane is the amount or portion of the Sales Tax Increment that the City determines must be deposited into the Tare Increment Fund that is equal to the amount needed (i) to pay TIF Obligations secured by the City Sales Tax Increment for that year, (ii) to establish or maintain debt service or similar reserves required for such obligations, and (iii) to pay prior year shortfalls attributable to such obligations (i,e., amounts by which the TIF Obligations secured by the City Sales Tax Increment for any prior year exceeded the available City Sales Tax Increment for such year), provided, however, in no case will such amount or portion exceed ninety percent (90%) of the Sales Tax Increment. TIF Obligations are not general obligations of the City or the County and do not give rise to a charge against the general credit or taxing powers of the City or the County. 1.6, DU TIQN QF THE ZONTE. Armless extended by the City Council in accordance with the Act, the Zone shall tenninate on the earlier of (i) the 40th anniversary of the date the City collects its first saps tax dollar attributable to the Facility or (ii) the date on which all TIF Project Costs have been paid or funded and all TIF Obligations, including interest thereon, have been paid in fall, 1.7, CHAPTER 272 EXEMPTION. It is contemplated that the City will own improved and unimproved land within. the Zone which the City desires to have developed as part of the Facility and Delated Development in accordance with this Final Project and. Finance Flan. it is further contemplated that development of City -owned laird as part of the Facility and Related Development may include sales, grants, or other transfers as part of an economic development program for the Zone authorized by Section 311,010(h) of the Act. To the extent that any sales of City -owned land are involved in such a program, such sales shall be exempt from the notice and bidding requirements of Chapter 272, Local Government Code, based on the exemption contained in Section 272.001 (b)(6), Local Government Code. 1 g. JOE . U MENTS. Section 10.2.3 requires that by January I of the first calendar year after the Facility is completed and open for business, the Facility will provide employment for a minimum of 850 Full -Time Equivalent robs. The City will adapt, and the Developer will implement, a program by which at least fifty percent (50%) of the jobs will first be offered to residents of the City or the County. 19, LIST OF E2LHIBITS. Unless otherwise stated, all references to "Exhibits" contained in this Final Project and finance flan shall ,,mean and refer to the following exhibits, all of which are attached to and shall be considered part of this Final Project and Finance flan for all purposes. Exhibit A.-1. Map of Existing Uses and Conditions in the Zone Exhibit A-2. Map of jProposed Oses In the Zonc Exhibit A-3. Metes and Bounds Description of the Zone Exhibit B, Public Works Projects Exhibit C. Public Works Project Costs Exhibit D, Total Estimated Cost of Facility and Related Development Exhibit E, Economic Feasibility Study Exhibit F. Estimated Captured Appraised Value -- Facility and Phases I and 11 of Related Development. Exhibit G9 Estimated Captured Appraised "value --- Facility and Phases 1, 11, and III of Related Development. \ V�,277 IN OHIOw. spa! t Los Exhibit Au3 Metes and Bounds Description of the Zone -- Tract I BEING a 5,02 acre tract of land situated in the B.B.B. & C.I . Survey, Abstract No, 173, City of The Colony, Denton County, Teas, and being part of a tract of land described as Tract iI as conveyed by deed to Maharishi Global Development Fund, as recorded in Volume 4555, Mage 281, Official Public records, Denton County, Texas. Said 5.02 acre tract of land being more partiyularly described by metes and bounds as follows: BEGINNING at a found 5/8 inch iron rod with SHA cap for corner, being the intersection of the south right-of-way line of State Highway 121 (a variable width R.i9. .) and the southwest right- of-way line of Plano Parkway (a 100 foot R.CI. I.), and being the beginning of a non -tangent. curve to the left having a radius of 1050.00 feet, a central angle of 50'34'13" and a long chord which bears South 64°23'31" East, 896.96 feet, THENCE southeasterly, along said southwest eight -of -way line of Plano Parkway and said non - tangent curve to tine left, an arc distance of 926.75 feet to a point for corner, being in the north line of a tract of land conveyed by deed to CB/Tittle, Ltd,, its recorded in Instrument No, 99- R00071 8 1, 9a1 0007181, OfFicial Public Records, Denton County, Texas; THENCE South 89°58'40" West, leaving said southwest right-of-way line and following along said north line of CB/Tittle tract, at a distance of 1009,25 feet passing the northeast corner of a tract of land described as Traci F3, as conveyed by deed to Castle Hills Property Company, as recorded in Instrument No. 2006-153339, Official Public Records, Denton County, Texas, and continuing with the north line of said Castle Hills Property Company tract, for a total distance of 1210,45 feet to a point for comer; 71:� �� t L..i !. f Yi ...iL, 1. ELi_ _..: i_t L...... .__..3::,4 .. ._.�•F--, a ✓�C: .+e,u--d ,- _ i; Company tract, at a distance of 97.47 feet passing the northernmost corner, and continuing with said south right-of-way line of State highway 121, for a total distance of 226.47 feet to a point for corner. THENCE continuing with said south right-of-way line of State highway 121 as follows: North 63°32'06" last, for a distance of 130.52 feet to a point for corner; North 60°22'33" East, for a distance of 80.86 fret to a point for co. rner;, South 29'13'03" East; for a, distance of 50.00 feet to a point for corner; North 60047'3$" East, for a distance of 219.64 feet to the POINT OF BEGINNING and CONTAINING 218,740 square feet or. 5.02 acres of land, more or less. Exhibit A-3 — Mage 1 1775 1 GV4144 9 Exhibit A-' ) N,4etes and Bounds Description of the Zone — Tract 2 BEING a 377.68 acre tract of land situated in the Thomas A. West Survey, Abstract No, 1344, the B2,B, & C.R. Survey, Abstract No, 173, the 13,133. & CR, Survey, Abstract No. 174 and the• M.D.T. Hallmark Survey, Abstract No. 570, City of The Colony, Denton County, Texas, being part of a tract of land described as Tract I as conveyed by deed to Maharishi Global Development Fund, as recorded in Volume 4555, Page 281, Official Public Records, Denton County, Texas, being part of a called 122,8106 acre tract of land conveyed by Correction Deeds to Crow -Billingsley UMF Plano, Ltd., as recorded in Instrument No. 2004-44212, 2004-44213, 2004-44214 and 2004-44218, Official Public Records, Denton County, Texas, and being a part of McKarny Road (an unrecorded right-of-way) SAVE AND EXCEPT those certain tracts of land convoyed in deeds recorded in Volume 5366, Page 977, Instrument No. 2006-49955, 2006- 49957 and 2006-75193, Official Public Records, Denton County, Texas. Said remaining 377.68 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said 377,68 acre tract, lacing the intersection of the south right-of-way line of Sam Rayburn Tollway (State Highway 121) (a variable width R.O.W.) and the west right-of-way line of Burlington Northern Railroad (a 100 foot R,O,W. at this point); THENCE continuing with said west right-of-way line of Rarlington Northern Railroad as follows: THENCE South 06'59'58" East, for a distance of 832,17 feet to a point for corner, being the beginning of a tangent curve to the right having a radius of 3703.75 feet, a central angle of 13'04'33" and a long chord which beats South 00'27'42" Last, 843.42 feet; T14ENCE southeasterly, along said curve to the right, an arc distance of 845,26 feet to a point for corner; THENCE South 06'04'35" West, for a distance of 2524.64 fi±cl to a pointfor corner; THENCE North 831117'00" West, for a distance of 190.16 feet to a point for corner; THENCE South OO'S P51" East, for a distance of 970.10 feet to a point for corner; THENCE South 819'03'50" West, for a distance, of 31.58 feet to a point for corner; TI IENCE South 01'14'3 7" East, for a distance of 448.38 feet to a point fov carrier, being the northeast comer of a tract of land conveyed by deed to Frankford Road investors No. 1, as recorded in Instrument No. 2006-49957, Official Public Records, Denton County, Texas; THENCE North 87'06'22" West, leaving said west right-of-way line and following along the north line of said Frankford Road Investors No. 1, for a distance of 1240.48 feet to a point for Exhibit A-3 — Page 2 1775 010124.144 9 corner, being in the northerly right-of-way line of Piano Parkway (a ! 00 foot R,O,W,), and being tho beginning of a non tangent curve, to the left having a radius of MOM fba, a central angle of 103'16'58" and a long chord which bears North 38'43'34" West, 1772.16 feet; THENICE continuing with said northerly right-of-way line of Plano Road as follows: THENCE northwesterly, along said non -tangent curve to the left, an arc, distance of 2036,97 feet to a point for corner; THENCE South 89'38'05" West, for a distance of 647,23 feet to a point for corner, being the beginning of a non-tangcnt curve to the right having a radius of 950.00 feet, a central angle of 40'05'36" and a long chord which bears North 70'19'29" West, 651,29 feet; THENCE northwesterly, along said iron -tangent curve to the right, an are distance of 664,77 feet to a point for corner, being the beginning of a reverse curve to the left having a radius of 1050.00 f+yet, a central angle of 40'1410" and a long chord which bears North 70'21'30" West, 722.31 feet; THENCE northwesterly, along said reverse curve to the left, an are distance of 737,37 feet to a point for corner; THENCE South 89°31'25" West, for a distance of 623.83 feet to a point for comer, being the beginning of' a tangent curve to the right having a radius of 950,00 feet, a central angle of 52'49'04" and a long chord which bears North 64'04'03" West, 845.07 feet; THENCE northwesterly, along said curve to the right, an are distance of 875,75 feet to a point for corner, being the most southerly point of a corner -clip with said south right-of- waY line of Sam Rayburn Tollway (State Highway 121); THENCE North 08'46'31" East, along said corner -clip, for a distance of 26,03 feet to a point for corner, being in said south right-of-way line of Sam Rayburn Tollway (State Highway 121); THENCE continuing with said south right-of-way line of Sam Rayburn Tollway (State Highway 121) as follows: THENCE North 60'47'38" East, for a distance of 203.71 feet to a point for corner; THENCE North 58'1 T36" East, for a distance of 252.11 feet to a point for comer; THENCE North 55"47'40" East, for a distance of' 105.11 feet to a point for corner; ,THENCE North 58' 1 7'42" East, for a distance of 248,62 feet to a point for corner; TI IENCE North 60'47'38" East, for a distance of 263.85 feet to a point for corner; Exhibit A-3 — Page 3 1775,010\24 144.9 THENC, F, 'flondi 76'30'51" Ea2t, for a distan" o'192,27 foot to a point for corner; THENCE North 65'56'12" East, for a distance of 100,40 feet to a paint for corner; THENCE North 64'13'39" East, for a distance of 100,18 feet to a point for corner; THENCE North 60'16'36" East, for a distance of 39.88 feet to a point for corner; THENCE South 74' 12`01 " East, foi- a distance of 7030 feet to a point for corner; THENCE North 6004738" East, for a distance of 64.12 feet to a 13oint for corner, THENCE North 15'47'17" East, for a distance of 73.27 feet to a point for c-orner; THENCE North 59'04'32" Fast, for a distance of 94-25 feet to a point for corner; T HENCE North 55'39'04" East, for a distance of 100.40 feet to a point for corner; THENC'E North 47'37'54" East, for a distance of 114;.18 feet to a point for corner; THENCE North 60'4738" East, for a distance of 3800,00 feet to a point for corner, THENCE North 65'20'10" East, for a distance of 189.41 feet to a point for Gorner; THENCE North 61'56'23" East, for a disttrice of 100.012 Coct to a point, for corner; THENCE' North 63'39'23" East, for a distance of 10.12 feet to a point ('or corner; THENCE North 64°47'53" East, for a distancf, of'! UO.24 icei to a point for corner; THENCE North 661130116" East, for a distance of 201.00} feet to a point for corner-, T1 IENCE North 65°56'12" East, for a distance of 100,40 feet to a point for corner; TqFNCE North 66'3O' 16" East, for a. d istanco of1001.50 feet to a point for corner; THENCE: North 63'05'04" East, for a distance of 100,09 feet to a point for corner; THENCE, North 64°13"39" East, for a distance of100,18 feet to a point for corner; THENCE North 83'05'27" East, for a distance of 69,58 fuet to a point for corner; THENCE North 60'39'18" East, for a distance of 33,81 feet to the POINT OF BEGINNING and CONTAINING 16,451,919 square feet or 377.69 acres of land, more or less. Exhibit A-3 — Page 4 1775 0 1,A1,1,U. 9 Exhibit A-3 Metes and Bounds Description of the Zone — Tract 3 BEING a 5 1 - 11 acre tract of land situatod in the R.P. Flardin Survey, Abstract No. 611 and the B,B.B, & C,R. Survey, Abstract No, 1.74, City of Colony, Denton County, Texas, and being all of a called 27,073 acre tract of land conveycA by deed to Sealy Spring Creek Partners, L.P., as recorded in Instrument No. 2007-83136 and all of a called 23,990 acre tract of land conveyed by deed to Whiteford Limited Partners, as recorded in Instrument ;pro. 2004-1132215 Official Public Records, Denton County, Texas, Said 51.11 acre tract of land b6ng mom particularly described by metes and bounds as follows� BEGIMNING at a found TxDot brass cap in concrete 'for the northeast comer of said Sealy Spring Creek Partners tract, being the intersection of the south right-of-way line of Sam Rayburn Tollway (State Highway 12 1) (a variable width R.O. W.) and the west right-of-way line of West Spring Creek, Parkway (a 160 foot R.O.W.); THENCE South 29-24'43" East, along said west right-of-way tine of West Spring Creek Parkvvay, for a distanco of 265.52 feet to a point for corner, being the beginning of a non -tangent curve to the right having a radius of 970.00 feet, a central angle of 29'13'42" and a long chord which bears South 14'53'13" East, 489,48 feet; THENCE southeasterly, along said west right-of-way line and said non -tangent curve to the right, an arc, distance oi'494.83 feet to a point for comer; THE.NCE South 00'22'42" East, continuing along said west right-of-way line, for a distance of 476,17 feet w a point for corner, being the northeast corner of said Whiteford Limited Partners tract; THENCE South 00'23'35" East, continuing along said west right-of-way line, for a distance of 864.92 feet to a point for corner, being the northeast corner of Lot 1, Block A, Kings Ridge Addition, Phase Three, an addition to the City ol'Plano, as recorded in Cabinet X, Page 450, Plat Records, Denton County, Texas; TFIENICE. South 99'40'20" West, leaving said west right-of-way line, and following along the, south line of said Whiteford Limited Partners tract and the north line of said Block A, Kings Ridge Addition, Phase Three, being a common line, for a distance of 1199.93 feet to a point for corner, being the northwest comer of Lot 23 of said Block A, Kings Ridge Addition, Phase Three, being in the east right-of-way line of Burlington Northern Railroad (a 100 foot R.0 -W, at this point), and being the beginning of a non -tangent curve to the left having a radius of 3487.75 feet, a central angle of 8°31'36" and a long chord which bears North 01"45'21" West, 518.57 feet; THENICE northwesterly, leaving said common line, and following along said east right-of-way line of Burlington Northern Railroad and said non -tangent curve to the left, an arc distance of 519.05 feet to a point for corner; Exhibit A-3 — Page 5 1775 0 1 OQ4 144 'I'llENCE North 06'43'2-V Wast, continuing along said cast righi-of-way linc, for a distance of 345.89 feet to a paint for <orntr, being the northwest comer of said Whiteford Limited Partners tract; TNl3N�C<F North 071,03,011, West, continuing along said east right-of-way line, for a distance of 628.03 feet to a point for corner, being in said south right -of way line of Sara Rayburn Toltway9 THENCE Morth 601145'5F" Fast, leaving said Past right-of-way live and following along said south right-of-way linc of Sam Rayburn `follway, for a distance of 254,35 feet to a point for corner•, THENCE [North 63'19'02" Fast, continuing along said south right-of-way way line, for a distance of 585.46 feet to a point for corner: THENCE North 60°52`£14'° Fast, continuing aloDg said south right-of-way lure, for a distance of 369.37 feet to the POINT OF BEGINNING and CON"IAr.14ING 2,226;.193 square feet or 51.11 acres of land, more or less. Exhibit A-3 — Pagc 6 M5 010124144 9 ■ CL 2 I 14 LLJ .. .. .. ... .. ti k, c m at ""1,stin 1 , -iatecl 20 1.2 ?ublic Workq Pro ec! Costs j - C Laild: Public Right-of-VOy 20 ac. $2,875,827 Municipal Building 3 ac. $431,374 sub-tota! 23 ac, $3,307,201 Utilities and Retions$5,337,273 Drainage $4,502,319 Roadways $4,399,340 Traffic Slgnallziatlon, Lighting and Signage $4,323,070 Deceleration and Turn Lane Inn provernents, $1,041,903 4ntersectlon Improvements $2,643,305 S.H. 121/Colony Blvd, Interchange $10,308,888 Sub -total S32,556,097 Public PaMng. Surface Parklnj� Circulation Roads, Landscaping and UghtIng $13,371X6 Sub -total $13,371,856 Hard Costs - Soft Cas=� $8,444,846 Total 2012 Public Works Project Costs $57,680,000 Exhibit C —Page 1 1775 0 10124144 9 Exhibit C Fstirnawd 2017 Public 'Porks, Projeot Costs Muntelpsi Wilding-, $4,340,000 Public ftidft; Su6ce and Structured Pariting, Cir culstIon Roads, Landsm.ping $95,172,837 and Lighting $�5,172,837 Soft costs: Sub -total Total 2017 Publ[c or Project Costs SI2I,895,947 Exhibit C — Page 2 1775 01 0124144.J Exhibit C � stirnated 203 1 Public Works Proj,-ct Costs Addftml friftobvmro, Parking Lt# dAd Redd Rmhsteotflon Sub -total "aft COStF $2.2"S00,000 -11- Sub-total $V-500,000 i2,500,000 Exhibit C — Page 3 Exhibit D Tomi Estimattd Cost ofFacilityarid Related Dew1opment Laud (63 torts): $9,635,294 blMstructurv, $59,1 1 8,900 Site Work; S8,411,M6 llubiii4 llarkiug. $108,544,693 h1unkipito suudlng, $4,140,000 Howneiv,;tka vriowj�vftre ukd MN Parlditv SIG'W'000 Son C", $57,297,745 Sublotalt $2",168,299 Warehouse mud DUtribution! $165,153,753 Cts nits Headquartan.* $2,739,451 Sub-Totah (InciudlDg land std WA Oats) "Dmfiflatlen" Theme Puk $264,084,6$3 Rotali 115"1 0V RestaorajIWFI) (trio$ nrM fit $76,827,606 Hotels and Park FacM&& S 175,521,241 Sub-TotA (including land and soft' 005ts) $S98,024,09 Traditional Davelopmort, kovdi S221,995,473 pltatsurmu S26,M,616 Offlov $56,312,726 IL-lidendal S172,317,06 SubwTolsh- (inoluding land and Soft COM) S477,111,471 GRAND TOTAL S1,540,1K982 If the Phase III "super retail store" agrees to open in the Zone, the Developer estimates that the total cost of the Facility and Phases r, 11, and III of the Related Development will increase to $2,100,000,000, Exhibit D — Page 1 M5 0 1 M4144 9 E�dlibit 'E Economic Fomibility. Study Economic Feasibility Study Development Project 0 in The Colony,. Texas Impact DataSoufte 4709 Cap flock Drive Austin, Texas 7V,'11:') �512) 892-02,G5 � ax f512) 892-2569 www.irnp.:i,:.tdai,isourco=,f,c311 Wow Exhibit E .- Page I I . 775,01M4144 11 Economic Feasibility Study of a Proposed Mixed -Use Development Project in The Colony This report presersU 'he re, -OM of an etrrtnamr c fearlbil" study performed by Impact DataSnufce, Austirt, mxas, file, ixuav was To dezerftfl-m theecx�,10"sk feasibility of a propo%ed mNad-use development projett !n The Cotowi, Texas, dkiring the prrAect's ccnistructicn and over the first 40 years of itz Its tt"mVoni. In addition, reveques thattht- project will generate for the State of Texas, the City of Tho Colorty,71'he rolmqy EcDnarnic Dc-vejopeient Corporafloli, Tfin Colony Community ljwnmioprnent Cur tk)ration, Des -non County, and tewistrille ISD were callculated, The fall wing Informa"On is Presented in this miaort. * Description of the project, * Ecanarnic Impact of the project during its cormtructler, alonp with sales taxes th;st umistmaloi activity wIll gimerate for the State, City, EDC and CDC, * Ecor.ornic Impact of the project dvring its, flirit 40 years of --peradom, * Rv-jeriues that the project will yenerate for ths, stzte, and kcal taxing dfstricts dUring izs flat 40 years, and * Infonnotim or, the conduct of tfiisc study. Description of the Project obe prof ectconsists of a mixed-use super ragiotiaP retalf fatility on approxlmatay go aces within an approximately 433 -acre she, which McWty MI HWAV include approximately 1,280,000 square feet for Warehouse and di3Wijutluu wes, apinoximateiyi5,uw squareit-az tor a rfgionzi z�orpi�, as and approximately 546,01V square fee to., retail sales to the general pub!lc (the "Fac-lity"J. Development of thr Facility will result in at "Related o",lopmant" within the site that N anOcipated to occur in phases. `Phaspn I" of the Related DeveIolxment Is plannvd to include entertaInment, tourism, recreation, and convention usies (iocluding, but not limited to, a tbamp. pArk and theme park hotO, carrvention center and corrventlon ceme, hotel, retail 5tores, rpswurarits, and other uses) that will coact tourists, visitors, and Shoppers from a wie geographic jrpa. "Fhast, IV of the Related DevOopment is planned to 4iriudeadoitiotear aril ane commercial uws aadcome rriulffi-fam%; residential. E.xhihit LP, 1 ', 7 S 0 10,2. -1144 9 Projoct 1m Costs Ali estimated $15,12, mill1m, Witt besPert (nitially or -project iron evernem cusb ladenn, Mte ivark (Induding mass gra&ng, %,v*U=H;id migallon, and demattom), dnfm%tr=.icture, and public parking (includ'I"i Circulation mads., Nghdqg, Rnd land5trop"'nalf, Super PASto Retell FacWtV The retafl 6&veloper Plans to irrvest 5277, mil I !Dn In the caivm uction of the Facility, ate Farldry is esUrnated to have arimal taxMW &,ale!i of $GW mfilion — grovdng at 7% annually for the fkst 10 yeaim and 3 6i t h the, e after, aking vilth :1,797 It tinge equivattint a mpfoyees I nkla 11y, 'Etre Faculty's initial annuA payroll is e4timated to be $60.2, MiWon, in the first year of Opmficirls, an est imatpa a ni:IjIm are ex rt to v1sittho FaclPty areal lncremJng to 10 m Ronviskors !Mthp year,'with Dmwal fricrPases r-)17% vearto and 3% annual increase's therpafte, . VMtum to Fadihy arc-, expected tc he frorn buth tit: north Te'XAS reff.1ron Ald i3ther stags Owsm I Kalated Deqo1opment The following are the pian nned comrjvnmt% of die Phase 1 9@-4ted Development: DesOnvirkm retalf on apmproxirndte�,( 150 mcrrs, AeWt shops/rastaiwanti, destinaflori sponinggiii ds, zrunid.pal b0ding, I,WD re5ldenflai vnk.s, Thrpe tictef pests, ter, rp'staorailt pafj-s, Resort hotel ironvenflion center�, and "creme pzr*. arl thurne park hotei. Phase H Related Devekopentrit the fbllming are tree planned cornponents of the Phase R Related Dewftprnont. a Hotels, - Restaurant, erne! 4 Office, Exhibit E -- Page 1171 0143\2 144 4 Me cosl, an,,@Ual 5,afits arid nuirnber af fha.y�4 t � rcon,� compo�Ortg thry Related bovelopment are Shown below, Characteiistks offW(Ated DOUVIOPMent Aks - , shov4n above, an eNtaiated $926,4 million Wl be spare coo struatng thIs 3.9 cW(Don iquare feet C� ,nixed -use davalopment, When Completed, the dewiopment wJJ1 eMpVy an e.AlMated 6,A28 WDrkrS and have inVaf gnruaf sales Df %9Z million. Economic impact of the Project's Construction Activities and Related Sales Taxes to be, Generated The project's cons wurtion acti'Afles,rig n an eWr,1%f*d Owe tmar, periald", WJI an rate cubs"Ant4l "onarnk impacts for The Colony. MMMMMMMMIM wrfloonwN and cAfiefs, as well, as Support kibs ne wn5u,ucuon jobs anL4 salwde�, T ctl kls� avftV, Jn turri, will generate i AI MWWas,O Irm IMS661 in tfle firva, In thaw fym SuPPJyJAg!rjtrr1als do rt an r d services f0v the proje&s tomtryI r, d fall conuru-cUunworkers and that/ fismilies, Exhibit E.' — Page 4 1772 0 1 O'�24144 DMkWYMM Art costs Sales In ;yrl Mlifmf"; Of St40 in Mi,N,,�Gw Of Numbf�t of D,Yiars squarefeet Doflws HZ4,pl Rooms $549A 2 63 5,00 0 5 0 -21 340 F"?.5art how� con,,mralnn ceriter $60, 11) 35000 z 6 350 Tf*wme park and Uic-ryw, tmrl; lictal 5 �50 , () 400,000 S1, 2 K 20-0 Rewd wd office $671) 510,000 549 225 Total 5g16,4 1: 55,1 5692 1, L15 Aks - , shov4n above, an eNtaiated $926,4 million Wl be spare coo struatng thIs 3.9 cW(Don iquare feet C� ,nixed -use davalopment, When Completed, the dewiopment wJJ1 eMpVy an e.AlMated 6,A28 WDrkrS and have inVaf gnruaf sales Df %9Z million. Economic impact of the Project's Construction Activities and Related Sales Taxes to be, Generated The project's cons wurtion acti'Afles,rig n an eWr,1%f*d Owe tmar, periald", WJI an rate cubs"Ant4l "onarnk impacts for The Colony. MMMMMMMMIM wrfloonwN and cAfiefs, as well, as Support kibs ne wn5u,ucuon jobs anL4 salwde�, T ctl kls� avftV, Jn turri, will generate i AI MWWas,O Irm IMS661 in tfle firva, In thaw fym SuPPJyJAg!rjtrr1als do rt an r d services f0v the proje&s tomtryI r, d fall conuru-cUunworkers and that/ fismilies, Exhibit E.' — Page 4 1772 0 1 O'�24144 'ft so ted ecmumIc impact oif tbprojeces comtrw"On W��'Uvm4v cm The cofany area Is Shown holew- Economk impW of the Pr*ct Outing Construdion Dirett hdtrect yto super mobn daftleadan, rafaliar, tedilamic'094,AA, knmd1lam of &Hgft MI $142 SS73 Jobs 978 WO 1658 salarw, in tai to of dagafs $170 T&YAbW sPendir %intheOv,i Mkod-oise &We*mdt. I ft €SW& cvfdMiam S9911 S 7 i,720 20 Jobs 162A 14 4756 sktad2s, in mHorts of daftfs $32o 51 M SS 'rexable sperwims lv, the city, ;v eloNars IMMEEM witput, In rnffiom of doilm 0"-m S971 �2,W jobs 2602 IBM 4410 Smbri ' in nfa of dollars $426 $258 $AM Taxable sp&m&V in thg City, do MMOns Cf 4a&rl $2" -rtm project's construttion W41 generate Sa-3 billion in econalnic WtPut fi-cm ffs c0mlru"-Oon and Ind1rect s, mrd gonrfate an estimated 5244 milhor, in taxable spentiMg In Y, Sales Yams to be Generated From, Corat trwatiop AcOvWas, YTIP Project's cansumlAc"YJ acfivttiek, will generate sabstarnlshaxabie sales in the coa,-munitY, IrvJuding the taixable iiwrcha�@s ol' comtructior rnatprW5, furniture, fixtures and eqrApment to be purclmsad by pr-,Yje,-!s wants; and t2mble spending try rumstructiort orkem E,xhlbi,, F — Page 5 1775 010',24144 Q 1101 !*Ows td,bd Geperato,4 Owing th't Projord"i Cmtwucoon sac� H i,,� Ld Oe r Total My w d ,, �,� X La' S412"m sm.malso 51126"L53 040 Tfw CWDnV MAIS Urs AV $Z442AIS Thu CoWny Lonunj, Dv"RWawnL Corporaw M91599 SR7,Ul SLIIL212 The CoWny cumnw&Ay EsvNepmem Cwpammn 5W1999 5=5 SW1,21i Im r�,50Q L.J, 0 2 0 570JMQ02 Exhibit E .-- Page 6 1750T204A Economic Impact Dudng the Project's First 40 Years of Operations Ttm aperaflem of The projeCl, OrIce� d, a it ha,,ao tfetnenclous impacs an T4e rw#,Dny, The ,.n.pa= w1V Irldudr, increases In grmarea p€' dura, revenuc- for lfcral businessei, new jobs and salaries, Property added to tax r-'eflK, and addk�OnataRable Sallas in rhe Ory, fzoromtc outptd, jobs and galvrlek 'rhe econornk� output, or reverup,� that the pr0Ja-ltWIA genfrate 3 a businesser it The Coloriv, jobs, are shumi WOW. Lhat will be r-reatedand �alarfes; over the first 4uyeam, r TuW Supor Ralionat Dest�MUAr, ADWVW. EcOMMIC 04tpUt, I h MMOM Of d0ATM $52",44 S44,2M �1 ,SA9 Job�, 7M M�ixedom development Ettynamik output, In MMOns of "Wn $V_ 17 6 516,944 k102 Ras 9,328 2,760 x 30" Saw ��, iq Milvons ftf dOW"m 519,0 6 S10,141 52%7,17 TL" W pmjott,., fzarramv ealfan IS 114 e 5 2 1 lrjb� 14,558 20426 Salarkn�, W, 310, 14 4 516, Z4 C�46,168 aver the A r st 40 years, the P Metlt M I ( ge n e rate S 1s bjuj o r, Irlecorwrrrk output, er bu s4n es s raveru e s In 0i ecomm un i ty, 20,416 d Irect and In dii q- 1-t jobs, acrd 546 bill lon 3 n dflrell a nil lodirect Warle* for ksMat wo,koB, Exhibit F — [Inge 7 177.5 0 1 CIA24144 9 r ,Aher remmaffik fmpa-dm ;tupertyAdded to Lo<V limwRalls nark th't First Year Operations Ilse valut of Fop y. added to tai tax ralis In the first Veay, of oatiors Is shawn Wow, that the Proled volt Add td Local fax, Raiff In, Its RMI yoae Of Optioffmi Super gv,&W Wood -use O&SQYWOOM Owelopment Reta4w podli&n TOW mimrwd valtA of rp�"~y w, by &6&-d b,, vv ro* in the Ml Voss af Opayothwil, m millam ur cod aarc Now r"dMitial pmpt4tS in auWair pafts Ov thA Ciry NuM S 545 $58 fbr workaft moving W the greA to take a 10h aq thLv pro*' TOW pmponV to be addad to tak rat in yaw S14si $299 S"4 mMora of Mlam -die pro),oct wMadd an 4estimated 5444 miltion, 1.n tax ruN,', Exhibit E — Page 8 775 0 1 d1214144 9 Mherum,owc impacts Otow facistyc' ,r OW First 40 Year& of OPOTMIkM I. iI aver th* fira 40 years, irt of dol6m wumbfff� of Workets ntaving to Otes CRY Numt*r af r*W Mwent's o� tho C" of 6ml v-Ih*Wi hut*,w of Inew re%k-MrWW Ors to 60 bVilt in 600f psn's of th's Chy Supe, RvIpunal Nl3red-J5� 4,4 -2 4 63011 "'Ji fjA4 to CI DvWVkWvfftT`rI 1, �, 14 2�8 R(Ad4t:f a pomen 7s het& tx�Nblo s6at cwtr tl* rMA 40 yasyl, In m-HIMm d Irlhe OmI*d's, tsyoble Salks $49,416 5111,7S9 The PnAOWI bkWe purchum 11,131 $x,.731 T sxabi6, sperO, ng by wcAwrt �-, ,Ahe r Yv Cal v I mU," 5SW S1,034 Totals MUI In the CRY x 3, izoj, 5.14,5M I. iI aver th* fira 40 years, irt of dol6m wumbfff� of Workets ntaving to Otes CRY Numt*r af r*W Mwent's o� tho C" of 6ml v-Ih*Wi hut*,w of Inew re%k-MrWW Ors to 60 bVilt in 600f psn's of th's Chy .r the fire 40 years, %he pr-oiect and ;ts workvri will gerterate �I 14 h[O"On Ir, taubie sales, in the, Oty and 52.7 bs! lion in kidaing "Ies,rojr&ierl an stir ate L2,655 workefs may move, 10 the ON to fiti jobs created mt the favdhy, 1145 w0I mp ,,an 6,904 new Clh, regeldents atrvd t,I 514 new �tudentfrs in loca# Art Wim ated' 6564 new resdenitii� � prvpW*i 0i be buft In other areas of t�)e CRY. Exhibit E -- Page 9 1775.01()\"4 I A 4 4 762.71 15 AM) 4,4 -2 4 63011 51?4 IM 1, �, 14 2�8 425 b6p, .r the fire 40 years, %he pr-oiect and ;ts workvri will gerterate �I 14 h[O"On Ir, taubie sales, in the, Oty and 52.7 bs! lion in kidaing "Ies,rojr&ierl an stir ate L2,655 workefs may move, 10 the ON to fiti jobs created mt the favdhy, 1145 w0I mp ,,an 6,904 new Clh, regeldents atrvd t,I 514 new �tudentfrs in loca# Art Wim ated' 6564 new resdenitii� � prvpW*i 0i be buft In other areas of t�)e CRY. Exhibit E -- Page 9 1775.01()\"4 I A 4 4 Revenues to be Generated by the Project and Its Workers Over. the First 40 Years of operations Reye nupiff".r the State and, ImM taxing dlstrtcts aver the Plast 40 years. are shown belavy, st6tv of Taxes sgws W. Coilf"twr, City ol T, CIovy, I .416% tenet pm"ny U T*W mpanuts Uns cosuaf City services to The facility Net f1wenues TCyfrti 0mvpiopmer't -Saigs Ux61 Tho Ccflm� y Carr mVet9v Devvioprmant CorpOraft-n� Wei t D r wmton rowdy" TOW rrmejes for the Oita grrd kcal twilng dis Hrt% Super Reg". I mIxed-Use tv"al X122 at= 5310 t339 $72 $23 S s2M $315 $612 S135 We $2.42 sift $247 $ ZI) 538 52iA $1,003 $1,10 �4,740 $4,M s9"S02 Over ffie- first 40 years, tha State of Tan�the CiW, EDC, CDC, C mintV artd kht'01 receive f evenu'ts. of $9-5 bditllon fnxii the facMkv's opeeations avil its Yout kem- 1',xhibit F, — lla�oe 10 1775 010 24 f 4,,, 9 Conduct of the Ana�ysls I i"itis atudy was wadi tud by Impact DatzSawrce Using inforraBLIOn supplied by supef regional destination retWltr anti the developer, l,n addlijan, 1fripay. UataSourcs w',ed brat tax rates and some estin"Ifftes and assurriptoris. U"'Ing the date, ffie erenornic impgct of tlr.e far-jtivt :uring Its consvuOori and isvw t4 Vrwt 40 years of its elperatkms wea caiculated, Mori j wIth additicinal revenues arra costs al rnuriidpal sorvk:es fml the facility for the City of The too any and addfUDnak' rowntift fw the EDC, (DC, Denton County, toorrsville, NO and the State of Texm,, impact Da rive iS'a seventean-vear-otd Austin one is Lar�sufting, research, a"d analysis fi'tire lum hat wry ac000mic impact analyses of over 2,500 projeci-s in Tpxas and 21.6 r4her states, In addition, the firm has developed econon fle impact anafysI5 computer pragnomi for sev-PrA Oenfs, locluding the Now Mexko Economic Development Npartmerit, The ti 's pancipal, jerry Walker, performed this economic lirpacsanqlys4. Helsanecon crplstznd hat eachA,ar of Sctent e and Master cit gugltress Adminisrrati.or'; degrees in accounwig and econamIts. frorr, Nictuft 5,atai Unlwrsitv, Thffiodaux, LouWana, F'Aibit E — Pagu� 11 1'775 D 1 0\24144.9 Exhibit F Estimated Capiured Appruiscd Value Facility and Phases I and H of R(flated Development Exhibit I'— Page 1 1775 01OU4 1-10 9 Ca k nd a r Facility phase I & II Year Development Develqpmenz Total Year 1 2.014 $45,OM,DGO x20,000,000,00 $65,0000000 Year 2. 2015 115,000, 9(5 S100,w4ow-00 $215I0001WO Year 3. 2016 1217,300,(JOO S225,000101 100 $342,100,OW Year 4 2017 $125,0w'ODO $788,000,000,00 $91a,000,000 Year 5 2018 $127,500,000 $811,W00,00 $939,140,DM Year 6 2019 $13010.50,000 $966,039,200 Year 7 2020 $132,651,00O $861,068,876.00 $993,719,876 Years 2021 $135,3D4,020 $886,900,942.213 $1,022,204,962 Year 9 2022 $138,0101100 $913,507,9MS $1,051,518,071 Year 20 20213 '514c),770'a02 $940,913,209.66 51'481,683,512 Year 21 2024 $143,585,708 $969,140,6M95 $1,112,726,314 Year 12 2025 $146,457,423 $998,214,824.13 $1,144,672,247 Y9 13 2026 $149,384,571 $1,028,161,26sx6 $1,177,547,840 Year 144 2027 $152,374,302 $1,211,380,409 Year 15 7.928 $155,421,735 $1,049,776,290-13 $1,2461198,079 Year 16 2029 $158,530,224 $1,128,499,57S.83 $2,282,029,803 Year 17 2030 $161,7W,829 $1,157,204,566.20 $1,318,905,395 Year 18 2031 $164,934,845 $2,156,855,549 Year 19 2032 $168,233,542 51,227,678,324.28 $1,395,911,867 Year 20 2033 $171,598,213 $1,764,5M1,674-01 $1,436,106,887 Year 21 7034 $175,030,177 $1,302,443,934-�3 $1,477,474,211 yattr 22 2035. S178,530,781 $1,520,048,093 Ye2r23 2036 $182,101,397 $1,381,762,769AA $1,563,D64,�LW Year24 2037 $18,5,70,Q4 X1,423,215,652,92 $2,6W,9.59,077 Year 25 203a 5183,4S8,293 $1,465,932,122.51 $1,655,370,415 Ycor 26 2039 5193,247,459 $1,509,889,486.18 $1,70a,136,945 Year 27 2w $197,112,408 $1,555,186J713.77 $1,752,298,579 Your 28 2041 $201,054,656 $3,601,841,755.89 $1,802,896,412 Year 29 2042 $2DS,075,749 $1,649,897,008,57 $1,854,972,758 Year 30 2043 $209,177,264 $1,699,393,928.82 51,908,571,183 Year 31 2044 S5,750,375,736,39 $1,963,736,546 Year 32 2045 $217,628,026 $1,802,887,008,418 52,020,515,034 Ye r 33 20246 $221,9801586 $1,856,973,618,74 $2,078,954,205 Year 34 2047 $22614201198 $1,922,682,827.30 $2,139,103,025 Year° 35 2m $2-10,948,601- S1,970,00,312 $2,201,011,914 Year M 2049 $235,567,574 $2,029,165,211 $2,264,732,?SS Year 37 20511 $240,278,925 $2,090,040,169 $2,330,319,093 Year 38; 2051 $245,084,504 $2,152,742,373 $2,397,825,877 Year 39 27752 $249,986,194 $2,295,7915,700 $2,44.5,782,394 Year 40 2053 $254985,918 $2,239,712,124 $2,494,698,041 Exhibit I'— Page 1 1775 01OU4 1-10 9 Fx.hibit G Lstimated Capturcd Appralsod -ValLle Facility and Phases 1, 11, and III OIL Related Di�velopnicnt Exhibit Cy — Page I 17'7x.41012.4144,7 Estimated crytendar Facility Pham &� H and M Year Development Developrm-nt Total Year 1 2014 $45,000,000 $65,000,000 $210,000,000 Year 3 2015 $1.15,000,000 Sa90,000,000 $305,000,000 Year 3 2016 $1.17,300,000 $375,000,000 $492,300,000 yew, 4 2017 $125,000,000 S942,500,000 $1,067,500,000 year 3 2018 $127,500,000 $970,775,000 $1,098,275,000 Year 6 2019 $130,050,000 $999,898,250 $1,129,948,250 ya;tr 7 2020 $132,651,000 $1,029,895,3,98 $1,162,546,199 Year 8 2021 $135,304,020 $1,060,792,053 Year 9 2022 $:LBS,010,100 $1,097,615,815 $1,230,625,515 Year 10 2023 $140,770,302 $1.,125,394,28!9 $1,266,164,597 Year 11 2024 $144,585,708 51,159,156,118 $1,302,741,827 Year 12 2025 $146,457,423 $1,193,930,802 $1,340,383,224 Year '13 2026 $149,386,571 $1,229,748726 S1,379,135,297 Year 14 2027 $!52 374,302 C,1,266,641,M3 $-1,429,015,490 Year 15 2028 5155,421,789 $1,304,640,423 $1,460,062,212 Year 16 2029 5.158,530,224 $1,343,779,636 S11501213091860 Year 17 20av $162,700,829 $1,3,B4,098,02S $1,545,793,6S4 Year 5,5 2031 $164,934,845 $1,425,515A1-5 $1aS 47.5 61,663 Year 19 2032 6168.233,542 $1,a6g,384,290 $1,Ca3i ,617,832 Year 20 2033 $171,598,213 $1,512,435,839 $1,684,W4,032 Year 21 2034 $3-75,0.90,177 $1,557,808,693 177n51.78,530,781 $1,604.543,160 51,.183,0373.941 Year 23 2036 $1E12,101,397 $1,,652,679,455 $1,834,780,952 Year 24 2037 $185,743,424 $-1,702,259,839 $1,888,003,263 Year 25 2038 $189,458,2,93 $1,755,327,534 $1,942,785,927 Y 25 2039 $193,247,4.59 $1,805,927,463 $1,599,V4,922 Year 27 2040 $197,112,408 $2,057,217,695 Year 29 2041 $201,054,556 $1,915,5013,445 $2,116,965,102 Year 29 2042 $205,075,749 $2,178,461,44,8 Year 30 2043 $209,177,264 $2,032,587,270 $2,241,764x534 Year a! 2044 $213,360,810 $2,093,564,888. Year 32 2045 $217,628,026 $2,156,371,834 S,2,373,999,860 Year 33 2046 $221,980,586 $2,221,062,989 $2,443,043,576 Year 34 2047 $2265,420,198 $2,287,694,879 $2,514,3,15,077 Y& .r 35 7-04•8 $230,949,602 $2,356° 325,725 $2,587,274,327 Year 36 70412 $235,557,574 $2,427,015,497 $2,662,583,071 Year 37 2050 $240,278,925 $2,499,825,962 $2,740,104,589 Year " 20.51 $245,084,504 $2,574,820,745 52,819,905,245 Year 19 2052 2 $249,996,194 $2,1530,537,950 $2,880,524,3,44 Year 40 20S? $254,985,918 52,687,496,223 $2,942,482,04-4 Exhibit Cy — Page I 17'7x.41012.4144,7 Exhibit C Ordinance No. 2011-1929 Page 13 AN ORDINANCE ! ; THE COLONY,t ► OJECT AND INCREMENTREINVESTMENT ZONE FINANCING PLAN FOR TAX REINVESTMENT ZONE NUMBER OF is PROVIDING A SEVERABILITYi PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of The Colony, Texas (the "City"), pursuant to Chapter 311 of the Texas Tax Code, as amended (the "Act"), may designate a geographic area within the City as a tax increment reinvestment zone if the area satisfies the requirements of the Act; and WHEREAS, pursuant to and as required by the Act, the governing body of the City (the "City Council") prepared a Preliminary Reinvestmew Zone Financing Plan,for Tax Increment Reinvestment Zonae Number One, City of The Colony, Texas, dated November 8, 2011, approved by Ordinance No. 2011-1925 adopted November 8, 20I1, for a proposed tax increment reinvestment zone containing the approximately 433 acres of property located within the City of The Colony, Texas; and WHEREAS, notice of the public hearing on the creation of the proposed zone was published in the official newspaper of the City on October 27, 2011, which date is not later than the seventh (7th) day before the public hearing held on November 8, 2011; and WHEREAS, at the public hearing on November 8, 2011, interested persons were allowed to speak for or against the creation of the zone, the boundaries of the zone, and the concept of tax increment financing, and owners of property in the proposed zone were given a reasonable opportunity to protest the inclusion of their property in the zone; and WHEREAS, after the public hearing on November 8, 2011, the City Council approved Ordinance No. 2011-1926, establishing Reinvestment Zone Number One, City of The Colony, Texas; and WHEREAS, on November 14, 2011, the Board of Directors for Reinvestment Zone Number One, City of The Colony, Texas, authorized the preparation of the Final Project and Reinvestment Zone Financing Man, a copy of which is attached hereto as Exhibit A; and WHEREAS, the City Council hereby finds and detennines that the adoption of this Ordinance, approving the Final Project and Reinvestment Zone Financing Flan, a copy of which is attached hereto as Exhibit A, is in the best interests of the citizens of the City of The Colony, Texas. NOW THEREFORE, ORDAINED OF COLONY,CITY OF THE Page I November 10, 2011 - 9:00 AM 1775.01 0\24144.9 SECTION 1.. Each and every one of the recitals, findings, and determinations contained in the preamble to this Ordinance is incorporated into the body of this Ordinance 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 Ordinance for all purposes. SECTION 2. The City Council hereby approves the Final Project and Reinvestment .Zone Financing Plan, a copy of which is attached hereto as Exhihit A and is incorporated herein for all purposes. SECTION . If any section, article paragraph, sentence, clause, phrase or word in this Ordinance, or the 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 Ordinance, and the City Council hereby declares it would have passed such remaining portions of this Ordinance despite such invalidity, which remaining portions shall remain in full force and effect, SECTION 4. This Ordinance shall become effective from and after its date of passage in accordance with law. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 15 TH DAY OF NOVEMBER, 2011. ATT ST: ° ''"-1 Christie Wilson, City Secretary APPROVED AS TO FORM: Teff Moores City Attorney Page 2 November 10, 2011 - 9:0+0 AM 1775.01 0124144 9 Exhibit A REINVESTMENT ZONE FINANCING PLAN TAX INC MEN REINVESTMENT O�y��-Ns�gpy NUMBER R IDSA.,E, CITY Off' THE COLONY, TEXAS November ° 15, 2011 Page 3 November 10, 2011 - 9:00 AM 1775, 0 1 0\24144 9 1. ENTRODUCTION, 1.1 Defined Terms. Fords and phrases with their initial letters capitalized that are used in, but not defined in; this Section 1 are defined in Section 2. Unless otherwise specified, all references to "Section" mean a section of this Final Project and Finance Plan. 1.2 TIF Projects and TIF Project Costs. Tax increment financing is an economic development tool available for an area designated by the City as a reinvestment zone to pay for: (i) public works within and outside such zone; (ii) public improvements within and outside such zone; (iii) programs for the public purpose of economic development within such zone to facilitate and/or pay for projects that benefit such zone, develop and diversify the economy of such zone, and stimulate business and commercial activity within such zone; including, but not limited to, programs under Chapter 380, Texas Local Government Code, as amended; (iv) other projects that benefit such zone; and (v) costs and expenses incidental to the foregoing works, improvements, programs, and projects (all of the foregoing are collectively referred to as the "TIF Projects" and the costs thereof as "TIF Project Costs") from all or a portion of. (A) increased ad valorem taxes collected by the City and other participating taxing units from within such zone and attributable to new development within such zone; and (B) increased sales and use taxes collected by the City within such zone and attributable to new development within such zone. The statute that governs tax increment financing is the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as arnended (the "Act"). 1.3 The Zone, the Facility, and Delated Development. As required by the Act, the City prepared a preliminary reinvestment zone financing plan titled "Preliminary Reinvestment Zone Financing Plan for Tax Increment Reinvestment None Number One, City of The Colony, Texas," which was made available for public inspection on November 1, 2011, and was approved by the City Council on November 8, 2011, On November 139 2011, the City Council also adopted Ordinance No. 2011-1926 designating an area as Tax Increment Reinvestment Zone ,:_.. 1 :..i..:JF.,:, C�/LIi., ey.i� ... s.kly .✓Jt vESyi', _ fW: _;.t� t_!: .._t �J£P'.i �, ___ 5��4. V__..�tY .�W tF _w._ _ _•:. _ �5•:�. s r , f_i _- consists of approximately 433 open and undeveloped acres located within the corporate limits of the City and described in Section 3. The City created the Zone to promote economic development that but for the creation of the Zone would not otherwise occur. It is contemplated that: (i) there will be constructed and operated within the Zone a mixed-use facility on. approximately 90 acres, which facility will initially include approximately 1,280,000 square feet for warehouse and distribution uses, approximately 25,000 square feet for a regional corporate headquarters, and approximately 546,000 square feet for retail sales to the general public (tile "Facilit "); and (ii) the remainder of the land within the Zone will be developed as a mixed-use project (the "Related Development") that may include any one or more of the following: (A) entertainment, tourism, recreation, and convention facilities that will attract tourists, visitors, and shoppers from a wide geographic region; (B) hotels, retail stores, concessions, restaurants, and other facilities related to the entertainment, tourism, recreation, and convention uses; (C) public facilities for municipal use; (D) other retail and commercial facilities; and (B) public parking to sere the foregoing. The City Council and the Board have determined that development of the Facility and Delated Development will not occur solely through private investment in the foreseeable future. Moreover, the City Council and the Board have determined that the Zone substantially impairs and arrests the sound growth of the City because the Zone is predominately open and undeveloped due to factors such as the need for essential public infrastructure and the Page 4 November 10, 2011 - 9:00 AM 17?S.016\24144.9 need for economic development programs that establish financial incentives (including, but not limited to, payments and/or grants that are intended to be contributions to capital) to attract new business and commercial activity to the Zone 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 Zone, increases in sales and use tax for the City and the State of Texas, and increased job opportunities for residents of the City, the County, and the region. 1.4 County Participation. 1t is contemplated that the County will participate in the Zone by depositing the County Tax Increment into the Tax Increment Fund pursuant to the C=ounty Tax Increment participation Agreement. Unless otherwise approved by the governing body of the County, the County Tax Increment shall only be used to pay Public Works .Project Costs (excluding, however, any costs related to land for or the construction of any municipal buildings). 1.5 Public Works Projects. Development of the Facility and Related Development will require, as part of the TIF Projects the following "Public Works Projects": (1) substantial site improvements including, but not limited to, mass grading within the Zone; (ii) the construction of public infrastructure inside and outside the Zone (e.g., water, sewer, roads, and other utilities), (iii) the construction of storm water detention and related drainage improvements within the Zone, (iv) the construction of municipal buildings within the lone; (v) the construction of public parking within the Zone; and (vi) the acquisition of land for the foregoing. The Public Works Projects are described in greater detail in Section 6. 1.6 Economic Development Projects. The City Council and the Board have determined it is necessary and convenient to the implementation of this Final Project and Finance Plan and to the development of the Facility and the Delated Development to pay any or all of the TIF Protect Costs, as part of the TIF projects, which are.. (i) allocable to the construction of approximately 546,000 square feet of retail space as part of the Facility; (ii) necessary to 11tiAvl..G..`_i.,. rip3(.:i'L)Atl,:aOJl ,- ..J/ s.-t,�. j `✓ Ii�IBIi a.tii: z-Oi C Uia ... t� ....,:41v�.+.,. 43 is ai .tea Lri tssa y and Related Development in accordance with this Final Project and Finance Plan; (iii) allocable to the construction of improvements to bring to the Zone entertainment, tourism., recreation, and convention facilities that will attract tourists, visitors, and shoppers from a wide geographic region, (iv) allocable to the construction of improvements to bring to the Zone additional retail and commercial facilities; and, (v) allocable to the construction of improvements that will bring to the Zone a second "super retail store", all as described in Section 9 (the "'Economic Development Projects"). 13 Economic Development Programs, The City C=ouncil and the Board have determined it to be necessary and convenient to the accomplishment of the objectives contained in and to the implementation of this Final Project and Finance Plan to establish and provide for the administration of the economic development programs described in Section 10 which may be used, at the Board's discretion, to accomplish the purposes described in ,Section l.5 and Section 1.6 to the extent that such TIF Projects are not otherwise funded; and, such programs and grants are authorized by Section 311.01 a(h) of the Act and by Article 111, Section 52®a, Texas C=onstitution, as amended. Page 5 November 10, 2011 - 9:00 AM 1775.01 0\24144.9 1,2 Sale of Certain Economic Develo menl Protects.. To the extent real property is not otherwise granted pursuant to Section 1.7, the City Council and the Board have determined it to be necessary and convenient to the accomplishment of the objectives contained in and to the implementation of this Final Project and Finance Flan to sell the Economic Development Projects, or any other real property within the Zone that is acquired by the City by conveyance, purchase, condemnation or other means to implement this Final Project and Finance Plan, to the Developer or the end user- of such Economic Development Projects or other real property upon the terms and conditions and in the manner the City Council and the Board considers advisable. 1,4 Acquisition of Real Properly. The City Council and the Board have determined it to be necessary and convenient to the accomplishment of the objectives contained in and to the implementation of this Final Project and Finance Plan to acquire by conveyance, sale, or any other means the real property owned by the TCCDC and the TCEDC that is located within the Zone at a time mutually agreed to by the City Council, the Board, and the TCCDC or the TCEDC, as applicable, 1.10 Implementation, To facilitate development of the Facility and belated Development the Board has prepared and will adopt, and the City Council will approve, this Final Project and Finance Plan for the Zone which may vary from the Preliminary finance Plan, and it is contemplated that: (i) the City and the County will eater into the County Tax Increment Participation Agreement; (ii) the Board, the City, the Developer, and the 431 Corporation will enter into the Development Agreement; (iii) the City or the 431 Corporation will issue or enter into the TIF Obligations (iv) the City, pursuant to the Act and in accordance with Section 1.8, may sell any of the Economic Development Projects or any of the real property within the Zone acquired by the City pursuant to Section 1.g on the terms and conditions and in the manner the City Council and the Board considers advisable; and (v) the Board and the City will approve the programs created under this Final Project and finance Plan as well as the 380 Incentive Program. v v.'C1i �f :. .�. s9„i Jm,.s i.. ....I_- , ..:0.t . .,_.5 ..,., '.s ~ts s.':ieuu t ic_ VI ' u their initial letters capitalized shall have the meanings given to them in this Section 2 unless the context in which the words or phrases are used clearly requires a different meaning. "380 Incentive Program” gleans that 380 incentive program approved by Ordinance No. 2011- 1935 adopted as part of the City's Comprehensive Economic Development Policy.. ",431 Corporation" means a local government corporation created and controlled by the City as an instrumentality of the City pursuant to Subehapter D, Chapter 431, Texas Transportation Code, as amended. „Act" is defined in Section 1.2. "Board" rrrcans the hoard of Directors of the Zone. "Cit,," means the city of The "Colony, Texas, a home -rule municipal corporation. "City, Council" means the governing body of the City. "City Sales Tax Increment" means the amount or portion of the Sales Tax Increment that the City determines is required: (i) to (1) pay TIF Obligations secured by the City Sales Tax Increment for that year, (2) establish or maintain debt service or similar reserves required for such Page 6 November 10, 2011 - 9,00 AM 1775.010\24144.9 obligations, and (3) pay prior year shortfalls attributable to such obligations (i.e., amounts by which the TIF Obligations secured by the City Sales Tax Increment for any prior year exceeded the available City Sales Tax Increment for such year); and (ii) to pay any other obligations incurred for the Zone including, but not limited to, any agreements made under Section 311.010(b) of the Act dedicating revenue from the Tax Increment .Fund; provided, however, that the amount or portion described in (i) and (ii) above shall never exceed ninety percent (90%) of the Sales Tax Increment. The amount, if any, by which the City Sales Tax Increment for a year exceeds the amount required to pay (i) and (ii) above is not part of the City Sales Tax Increment and therefore shall not be deposited into the Tax Increment Fund. "City Tax Increment" means one hundred percent (100%) of the Tax Increment for the City. "Count " means Denton County, Texas. "County Tax Increment Participation A reement" means an agreement between. the City and the County (to which agreement the Developer is a third -party beneficiary) pursuant to which the County agrees to pay the County Tax Increment into the Tax Increment Fund as provided in this Final Project and Finance Plan. "County Tax Increment" means ninety percent (90%) of the Tax Increment for the County. "Developer" means LMG Ventures, LLC and TXFM, Inc. or an affiliate, assignee, or transferee thereof. "Development Agreement" means an agreement among any or all of the Board, the City, the 431 Corporation, and the Developer for the implementation of this Final Project and Finance Plan. "Economic Development Grants" are defined in Section 10.1. "Economic Development Programs" are described in Section 10. "Economic Development Project Costs" are defined in Section 9.1. "Economic Development Projects" are defined in Section 1.6 and described in Section 9 "Economic Feasibility Study" is defined in Section 8. "Facility" is defined in Section 1.3. "Final Project and Finance Plan" means this Final Project and Reinvestment Zane Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, dated November 15, 2001, as amended. "Full -Time Equivalent Job" means a job filled by (i) one individual for a period of not less than forty (40) hours per week or (ii) two (2) or more individuals for a period of not less than forty (40) hours per week in the aggregate. "Non -Project Costs" are defined in Section 7. "Phase I" is defined in Section 8. "Phase 11" is defined in Section S. "Phase Ill" is defined in Section 8. "Preliminary Finance Plan" means the Preliminary Reinvestment Zone Financing .Flan for Tax Increment Reinvestment Zane Number One, City of The Colony, Texas, dated November 8, 2011. Page 7 1775.010124144.10 "Public Works Project Costs" are defined in Section 6.5, "Public Works Projects" are defined in Section 1.5 and described in Section 6. "Qualified Costs" are included in TIF .Project Costs as defined in Section 311.002 of the Act, as amended, and include, but are not limited to., (i) costs of design and construction including, but not limited to, costs of preparing the site for construction and costs of work performed because of environmental considerations, (ii) costs of services of architects, engineers, construction managers, third -party developers, and contractors; (iii) reasonable costs of legal counsel of the City, the County, the 431 Corporation, and the Developer with respect to negotiating and consummating all documents contemplated by this Final Project and Finance flan.; (iv) reasonable fees and expenses of agencies having jurisdiction over the financing of the Facility, financial advisors, financial printers, bond counsel, legal counsel, underwriters, escrow agents, trustees, and other persons incurred in connection with the implementation of this Final Project and Finance Plan; (v) capitalized interest and reserve funds required in connection with any TIF Obligations; (vi) costs of acquiring the site including title work, surveys, inspections, engineering reports, real estate commissions, and legal fees and expenses; (vi) costs of furnishing and equipping the Facility; and (vii) any reasonable costs incurred by the Developer, the City, the County, or the 431 Corporation in connection with the implementation of this Final Project and Finance Plan. "Related Deyelo 1p nent" is defined in Section 1.3. "Sales Tax Increment" means the amount generated from the City's sales and use taxes attributable to the Zone above the sales tax base. "Sales tax base" means the amount generated from the City's municipal sales and use taxes at the rate of one percent (1.0°%x) attributable to the Zone for the year in which the Zone was designated. "Tax Increment" means, for the City and the County, respectively, for each year, the amount of property taxes levied and collected by the City and the County for that year on the captured appraised v flue of real property taxable by the City and the County and located in the Zone. "Captured appraised value" means the total taxable value of all real property taxable by the City and the County and located in the Zone for that year less the tax increment base for the City and County. "Tax increment base" for the City and County is the total taxable value of all real property taxable by the City and the County and located in the Zone for the year in which the Zone was designated. "Tax: Increment Fund" means the tax increment fund required by the Act, and any accounts held therein, for the Zone established by the City into which: (i) the City is required by the Act to deposit the City Tax Increment and the City Sales Tax Increment, (ii) the County, upon execution of the County Tax Increment Participation Agreement, will be required by the Act to deposit the County Tax Increment; (iii) the City or the 431 Corporation deposits any proceeds from the issuance of TIF Obligations; and (iv) the City, the County, or the 431 Corporation is otherwise required by the Act to deposit any funds. "TCCDC" means The Colony Community Development Corporation, a Type B Texas corporation created under the authority of Chapter 505, Texas Local Government Code, "TCEDC" means The Colony Economic Development Corporation, a Type A Texas corporation created under the authority of Chapter 504, Texas Local Government Code. "TIF Obligations" are defined in Section 15. Mage 8 November 10, 2011 - 9.00 AM 1775.010\24144.9 "TIF Prd° ,cts" are defined in Section. 1.2. "TIF Project Costs" are defined in Section 1.2. "Zone" is defined in Section 1.3 and described in Section 3 3a DESCRIPTION AND MCPs A map showing and describing existing uses and conditions of real property in the Zone is attached hereto as Exhibit A®fl. A map showing and describing proposed uses of real property in the Zone is attached as Exhibit A®2, A metes and bounds description of the real property in the Zone is attached as Exhibit A-3. 4o PROPOSED CRANGES TO ORDINANCES, PLANS COD -LS RULES,ANIQ REGULATIONS. Development of the Facility and Delated Development will necessitate (i) amending the City's Comprehensive Land Use flan, (ii) amending the City's Master Thoroughfare Plan, (iii) adopting a planned development zoning ordinance covering property in the Zone, (iv) amending the City's Comprehensive Policy Statement of Economic Development Incentives; and (v) adopting ordinances approving the programs created ander this Final project and Finance plan and creating the 380 Incentive Program. There are no proposed changes to any ordinances, plans, codes, rules, or regulations adopted by the County. S. 'RELOCATION OF DISPLACED PERSONS. No persons will be displaced or relocated due to the creation of the Zone or as a consequence of implementing this Final Project and Finance Plan. 6. PUBLIC WORKS PROJECTS AND PUBLIC WORKS PROTECT COSTS. 6.1 Public Works Projects. Development of the Facility and gelated Development will require the construction of the Public Works Projects generally described below and depicted, in part, on Exhibit B. 6. 1.1 Site Irnrovements, Site improvements include mass grading of all the land within the Zone to create buildable pad sites and generate earthen fill to elevate low areas. 6.1.2 'mater. The water system will include neer water main extensions to connect to the City's existing water system. An on-site water main will be looped around the site to provide the appropriate water and fire protection service. Tract 3 may be serviced using an existing water line in Spring Creek Parkway and looping a new line through the site. 6.1 .3 Sanitary Sewer. Sanitary sewer service will be provided by gravity lines that are proposed to flow to the northwest to connect to an existing sanitary sewer line in Llano Parkway. A boring under the existing Burlington Northern Railroad will be necessary. 6.1.4 Private Utilities. Private utilities will be installed in an underground duct bank system. 6.1.5 Drainage. Tract 3 will drain naturally to a creek that bisects the tract. Localized underground drainage conduit combined with overland flow will comprise the proposed drainage improvements for Tract 2. The eastern portion of Tract 2 will drain Mage 9 November 10, 2011 - 9 00 AN4 1775.010\24144 9 into a creek and require detention. The southern portion of Tract 2 and the western most five (5) acre tract drain to Plano Parkway. Underground drainage conduit for these tracts will be constructed and connected to the existing drainage system in Plano Parkway. 6.1.6 Wetlands. Site development has minor impacts to existing wetlands and/or waters of the U.S. that will require a 404 Permit from the U.S. Army Corps of Engineers. 6.1,7 On -Site Improvements. The on-site public roadways will consist of an extension of Headquarters Drive at Spring Creek Parkway west with a bridge over the Burlington Northern Railroad. In addition, north/south collector roads are proposed to connect Plano Parkway to S.I. 121. Street lighting, signalization, sidewalks, and hike/bike trails will be included. 6.1.8 Signs. Signs directing pedestrians and traffic to public parking and venues will be installed throughout the site. 6.1.9 Off -Site Improvements. Off-site improvements include intersection improvements at S.H. 121 and Plano Parkway and S.H. 121 and Spring Creek Parkway, which improvements may include lane additions, re -striping, and signal improvements. In addition, deceleration lanes along the eastbound frontage road of S.H. 121 may be installed at entrances to the development. Left turn lanes and deceleration lanes will also be required on Plano Parkway. An overpass on S.H. 121 may be required to extend South Colony Boulevard into the development. 6.1.10 'ower Lines. Overhead wooden power lines may be replaced with concrete poles. In addition, overhead lines may be relocated underground. 6.1.11 Traffic Management. Traffic management improvements are proposed that may include a website, dynamic message signs on S.H. 121, traffic monitoring cameras, remote traffic signal control, and a command center. Off-site way finding signs may also be included. 6.2 Parking. Site improvements are anticipated to include public surface parking as well as internal, public roads to provide circulation. Structured parking garages are also proposed to provide additional public parking spaces. Streetscape, landscaping, and lighting improvements are included. Parking maintenance and operations costs may also be included. 6.3 Municipal Building. It is contemplated that a municipal building will be constructed within the development. 6.4 Reconstruction. Beginning in year 2031, it is contemplated that public streets and public parking will need to be reconstructed. 6.5 Public Works Project Costs. "Public Works Project t Costs" include the following: 6.5.1 $57,680,000 for 2012 Public Works Project Costs shown on Exhibit C, 6.5.2 $121,895,947 for 2017 Public Works Project Costs shown on Exhibit C 6.5.3 $62,500,000 for 2031 Public Works Project Costs shown on Exhibit C; 6.5.4 $12,900,000 for mass grading, wetland mitigation, storm water detention, Page 10 1775.GM24144. Q124144. l 0 and the purchase of approximately, 20 acres of land for storm ivater detention and related improvements; 6.5.5 $1,200,000 for public surface parking and related circulation roads, landscaping, and lighting; and 6.5.6 $34,800,000 for public structured parking and related circulation roads, landscaping, and lighting. The expenditures for Public Works Project Costs may be accelerated or delayed without requiring an amendment to this Final Project and Finance Plan. io ESTIMATED NON -PROMO Il` COSTS. The Developer- estimates that the total cost to develop the Facility and Phases I and Il of the belated Development (as summarized on Exhibit R) will be approximately $1,540,196,9112. If the Phase III "super retail store" agrees to open within the Zone, the Developer estimates the total cost will increase to $2,100,000,000. Based on the costs anticipated through 2018, the Developer estimates the non -project costs for the Facility and Phase I and 11 of the Delated Development will be $1,051,321,035. If the Phase III "super retail user" agrees to open within the Zone, the Developer estimates the non -project costs will increase to $1,360,000,000. 8. ECONOMIC C FEA IIBILIITY. Construction of the Til Projects will benefit the Zone and stimulate further business and commercial activity in the ;hone that would not occur through private investment in the foreseeable future but for the designation of the Zone and implementation of the tax increment financing described in this Final Project and Finance flan. Such further business and commercial activity (defined in ,Section 1.3 as the "Related. Development'') is anticipated to occur in phases which, depending on market conditions, may overlap. "Phase P of the belated Development is planned to include entertainment, recreation, tourism, and convention facilities (which may include, but are not limited to, a theme park and theme park hotel, convention center and convention center hotel and related retail stores, concessions, restaurants, and park facilities) that will attract tourists, visitors, and shoppers from a wide geographic region. "Phase II" of the Delated Development is planned to include retail and commercial facilities. "Phase III" of the Related Development is planned to include a second "super retail store" that is projected to generate at least $500,000,000 in total taxable sales during the first full calendar year after the store is completed and open for business to the public. Impact Data Source, Austin, Texas, has completed Economic Feasibility Study of a Proposed hfixed Use Development Project in The Colony, Texas, dated October 26, 2011, (the "Economic Feasibility Study") to estimate the economic impact that the Facility and Phase I and. Phase ii of the belated Development will have during construction and during the first forty (40) years after construction is complete. In addition, the Econornic Feasibility Study estimates revenues that the Facility and Phase I and Phase ii of the Related Development may generate for the State of Texas, the County, the City, TCEDC, TCCDC, and Lewisville ISD. The Economic Feasibility Study constitutes the "economic feasibility study" required by the Act, A summary of the Economic Feasibility Study is attached as Exhibit E. Ivey findings of the Economic Feasibility Study are provided below. The adoption and approval of this Final Project and Finance Plan, including the Economic Feasibility Study, by the City Council constitutes a finding by the City Council that this Final Project and Finance Plan is feasible. The Economic Feasibility Study will Page I 1 November 10, 2011 - 9:00 AM 1775.010\24144.9 be updated before undertaking the Phase III Economic Dc),elopmerlt Projects described in Section 9.1.5 or the Phase IN Economic Development Programs described in Section 10, L6, 8.1 Impact During Construction. Construction of the Facility and Phase 1 and Phase If of the Related Development is estimated to generate $2.3 billion in total economic output, support 4,410 direct and indirect construction jobs, provide $684 million in direct and indirect construction salaries, and generate $244 million in taxable spending. It is estimated that construction will generate over $20 million in sales taxes paid to the State of Texas, the City, TCEDC, and TCCDC. 8.2 Economic Output .Sobs, and Salaries. It is estimated that during the terra of the Zone, the Facility and Phase I and Phase 11 of the Related Development will generate $195 billion in economic output and business revenues, 20,426 direct and indirect jobs, and $46 billion in direct and indirect salaries. 8.3 Other Economic Iin�acts. It is estimated that during the term of the Zone, the Facility and Phase I and Phase 11 of the Related Development will generate $114 billion in taxable sales, $2.7 billion in lodging sales, job opportunities for 20,42.6 new employees, and the need for 664 new residential dwelling units. 8.4 Total Estimated Revenues. It is estimated that during the term of the Zone the total revenues (including sales, property; and hotel occupancy taxes) generated by the Facility and Phase I and Phase 11 of the Delated Development will be as follows: for the State of Texas, $7.1 billion, for the City, ,$612 million; for TCEDC, $242 million; for TCCDC, $242 million; for the County, $38 million; and for the Lewisville ISD, $1.2 billion. 8.5 Tourism. 1t is estimated that during the first year of operations, eight million visits will be made to the Facility, increasing to 10 million in the second year, and increasing at f 70/_�p 1� , fte, t 1 A r 5 �1 n d n4 tl i- + [�pl Y.t r tPnStAn .. Visitors to the Facility are expected to be from throughout the state and from surrounding states, 9a ECONOMIC DEVELOPMENT PROJECT COSTS, 9.1 The Board and the City Council have determined it is Necessary and convenient to the implementation of this Final Project and Finance Plan and to the development of the Facility and the Related Development to pay any or all of the economic development project costs described in Sections 9.1.1 through 9.1.5 (the "Economic Development Project Costs"). The Board and the City Council have further determined that payment of any of the Economic Development Project Costs under this Section 9 is for a public purpose within the meaning of Article 111, Section 52(a), Texas Constitution, as amended. 9.1.1 To facilitate development of the Facility, Economic Development Project Costs in the estimated amount of $91,300,000 to pay Qualified Costs allocable to the construction of approximately 546,000 square feet of retail space as part of the Facility. 9.1.2 To facilitate development of the Facility and Related Development, Economic Development Project Costs in the estimated amount of $44,100,000 to pay Qualified Costs for the acquisition of approximately 307 acres within the Zone to Imre developed in accordance with this Final Project and Finance Flan, Page 12 November 10, 2011 - 9 00 AM 1775 01 01241 44.4 9.13 To facilitate development of the phase 1 belated Development, Economic Development Project Costs in the estimated amount of $69,000,000 to pay Qualified Costs allocable to the construction of improvements that will bring to the Zone entertainment, recreation, tourism, and convention facilities, (which may include, but are not limited to, facilities such as a theme park and theme park hotel, convention center and convention center hotel, and related retail stores, concessions, restaurants, and park facilities) that will attract tourists, visitors, and shoppers from a wide geographic region. 9,1A To facilitate development of the Phase 11 Related Development, Economic Development Project Costs in the estimated amount of $57,000,000 to pay Qualified Costs allocable to the construction of improvements that will bring to the Zone additional retail and commercial facilities. 9.1.5 To facilitate development of the Phase III Related Development, Economic Development Project Costs in the estimated amount of $250,000,000 to pay Qualified Costs allocable to the construction of improvements that will bring to the Zone a second "super retail store" that is projected to generate at least $500,000,000 in total taxable sales during the first full calendar year after the store is completed and open for business to the public. 0e ECONOMIC DEVELOPMENT PROGRAMS AND GRANTS. 10.1 Economic Development Programs.� Section 311.010(h) of the Act 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 this Final Project and Finance Flan, which programs are for tyre public purposes of developing and diversifying the economy of the Zone and developing business and commercial activity within the Zone. Such economic development programs may include, to the extent permitted by law, (i) programs to snake grants of land, buildings, parking discussed in Section 6.2 and Economic, Development Proiects in the sone, and (ii) pro -grams to snake grants of any lawfully available money from the 'Tax Increment Fund, both of which are for activities that benefit the Zone and stimulate business and commercial activity in the Zone. This Section 10 is intended to be an economic development program authorized by Section 311.010(h) and by Article 111, Section 52-a of the Texas Constitution, as amended. Development of the Facility and Related Development will further the public purpose of developing and diversifying the economy of the Zone with a long-term economic impact that will be measured in. hundreds of billions of dollars as described in the Economic Feasibility Study. The City Council and the Hoard have 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 Public Works Projects. All grants which are part of the Economic Development Programs described below in Sections 10.1,1 — 10.1.6 (collectively, the "Economic Development Grants") are intended as contributions to the capital of businesses to provide an incentive for the businesses to locate to and operate within the Zone. The Economic Development Grants serve the public purpose of attracting new business and commercial activity to the Zone 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 Zone, increases in sales and use tax for the City and the State of Texas, and increased job Page 13 November 10, 2011 - 9:00 AM T775.01 0124 144.9 opportunities for residents of the City, the County, and the region all of which benefit the Zone and the City. 10.1.1 Economic Development Program to facilitate development of the Facility and Delated Development by providing an Economic Development Grant consisting of one or more conveyances or other transfers of land, buildings, parking discussed in Section 6.2, and/or Economic Development Projects within the Zone to businesses as an incentive for the businesses to locate to and operate within the Zone, which conveyances or other transfers shall be for such consideration, if any, and on such terms and conditions as the Board and City Council may determine. 10.12 Economic Development Program to facilitate development of the Facility by providing an Economic Development Grant in the estimated amount of $91,300,000 to pay Qualified Costs allocable to the construction of approximately 546,000 square feet of retail space as part of the Facility. 10.1.3 Economic Development Program to facilitate development of the Facility and Related Development by providing an Economic Development Grant in the estimated amount of $44,100,000 to pay Qualified Costs for the acquisition of approximately 307 acres within the Zone to be developed in accordance with this Final Project and Finance Placa, 10,1.4 Economic Development Program to facilitate development of the Phase I Related Development by providing an Economic Development Chant in the estimated amount of $69,000,000 to pay Qualified Costs allocable to the construction of improvements to bring to the Zone entertainment, recreation, tourism, and convention facilities, (which may include, but are not limited to, a theme park and theme park hotel, convention center and convention center hotel, parks and park facilities, and related retail stores, concessions, and restaurants) that will attract tourists, visitors, and shoppers from a wide geographic region. 10.1.:5 Economic Development Program to facilitate development of the Phase 11 Delated Development by providing an Econornic Development Grant in the estimated amount of $57,000,000 to pay Qualified Costs allocable to the construction of improvements that will bring to the Zone additional retail and commercial uses. 10. 1.6 Economic Development Program to facilitate development of the Phase Ill Delated Development by providing an Economic Development Grant in the estimated amount of $250,000,000 to pay Qualified Costs allocable to the construction of improvements that will bring to the Zone a second "super retail store". 10.2 Performance Standards. The Economic Development Programs and corresponding Economic Development Grants described in Section 10.1 are subject to the performance standards described in Sections 10,2.1, 10.2.2, and 10.2.3. The Economic Development Program and corresponding Economic Development Grant described in Section 10.1,4 for Phase I Related Development is additionally subject to the Phase I performance standards set forth in Section 10.2.4. The Economic Development Program and corresponding Economic Development Grant described in Section 10.1.5 for Phase 11 Delated Development is additionally subject to the Phase 11 performance standards set forth in Section 10.2.5. The Economic Development Program and corresponding Economic Development Grant described in Page 14 November 10, 2011 - 9;00 AM 1775.010\24144.9 Section 10.1.6 for Phase III belated Development is additionally subject to the Phase III performance standards set forth in Section 10.2.6. Except as provided in this Section 10.2, the Economic Development Programs and corresponding Economic Development Grants are not subject to any other performance standards. The City Council and the Board have detern-lined that satisfaction of the performance standards set forth in this Section 10.2 will further the public purpose of developing and diversifjnng the economy of the Zone and will stimulate business and commercial activity in the Zone, 10.2.1 Completion of the FacitLL . Construction of the Facility shall be completed, and the Facility shall be open for business to the public, no later than December 31, 2015, subject to "force majeure" delays and delays approved by the City. If the Facility is not completed and open for business by such date, an amount equal to $50,000 for each month that the Facility is late in opening shall: (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 10.2..2. Qualified Cost Requirements. At least $100,000,000 in Qualified Costs shall be expended to construct the Facility. If less than such amount of Qualified Costs is expended, the amount of the deficiency shall: (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted frorn the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 10.2.3 Full --Time Job Reguirernent, On January I of the first calendar year after the Facility is completed and open for business, the Facility will provide employment for a minimum of 850 Full -Time Equivalent .lobs. If the Facility does not provide the °'... 0;.. m:r';rn4rrn @"Rs"�"har of pil�_' '?rrisa F',niiuEi lay-ot Tnh a.1 a..nr Imt t>r ual to %�_0 0 for each job that is not provided shall: (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder- of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 1.0.2.4 Construction.. of :Phase I Related Development. At least $505000,000 in Qualified Costs will be expended to construct Phase I Related Development that will be open for business to the public no later than December 31, 2020, subject to "force majeure" delays and delays approved by the City. If less than such amount of Qualified Costs is expended on the Phase I Related Development, the amount of the deficiency shall. (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 330 Incentive Program or frorn any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations, If the Phase I Delated Development is not completed and open for business by such date, an amount equal to $25,000 for each month that the Phase I Related Development is late in opening shall: (A) FIRST, be forfeited as provided in the Development Agreement; and (13) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall Page 15 November 10, 2011 - 9:00 AM 1775.010\24144,9 be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 10.2.5 Construction of Phase II Delated Development. At least $40,000,000 in Qualified Costs will be expended to construct Phase II Delated Development that will be open for business to the public no later than December 31, 2020, subject to "force majeure" delays and delays` approved by the City. If less than such amount of Qualified Costs is expended on the Phase 11 Delated Development, the amount of the deficiency shall: (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. If the Phase 11 Delated Development is not completed and open for business by such date, an amount equal to $25,000 for each month that the phase 11 belated Development is late in opening shall: (A) FIRST, be forfeited as provided in the Development Agreement; and (I3) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations.. 1.0.2.0 Construction of Phase III Related Dei d2pment. At least $100,000,000 in Qualified Costs will be expended to construct Phase III related Development that will be open for business to the public no later than December 31, 2020, subject to "force majeure" delays and delays approved by the City. If less than such amount of Qualified Costs is expended on the Phase III Delated Development, the amount of the deficiency shall; (i) FIRST, be forfeited as provided in the Development Agreement; and (ii) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. If the Phase III Related Development is not completed and open for business by such date, an amount equal to $25,000 tier each month that the Phase Iii. Related Development is late in opening shall: (A) FIRST, be forfeited as provided in the Development Agreement; and (E) SECOND, after such forfeiture is applied, the remainder of such amount, if any, shall be deducted from the 380 Incentive Program or fronn any other legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 11. ESTIMATED BONDED INDEBTEDNESS. The estimated maximum bonded indebtedness shall be $489,400,000, unless the Phase III "super retail store" agrees to open within the Zone in which case the estimated maximum bonded indebtedness shall be $644,800,000. 12. ESTIMATED TIME WHEN TIF PROTECT COSTS WILL BE INCURRED. It is estimated that TIF Project Costs will be incurred as shown.; however, the timing may vary significantly from the estimates. Expenditures may be accelerated or delayed without amending this Final Project and Finance Plan. The expenditures are in current -year dollars, therefore, they shall be adjusted each year by a cost -of -living index approved by the City and the Developer, which approvals shall not be unreasonably withheld, and such adjustments shall not require an amendment to this Final Project and Finance Plan. Page 16 November 10, 201 1 - 9 00 AM 1775.010'M24144.9 20112 $77,800,000 2013 $75,700,000 20114 $75,700,000 2015 $53,432,000 2016 $158,462,000 2017 $156,962,000 2015 $111,530,000 2031 $31,250,000 2032 $31,250,000 ` 3, TAL $80129386,01001 13. TOTAL, APPRAISED VALUE. The current total appraised value of taxable real property in the Zone is $663,603. 14. CAPTURED APPRAISED VALUE, The estimated captured appraised value of taxable real property in the Zone during each year of its existence is shown on Exhibit F for the Facility and Phases I and 11 of Delated Development. If the phase III "super retail store" agrees to open in the Zone, the captured appraised value of taxable real property in the Zone during each year of its existence is shown on Exhibit G. 15. METHOD OF FINANCING. It is contemplated that the City or a 431 Corporation will issue, from tirne to time, one or more series of bonds or notes or enter- into other obligations (such bonds, notes, or other obligations are collectively referred to as "TIF Obligations") secured in whole or in part by the Tax increment Fund. The proceeds of such TIFF Obligations will pay or refinance the TIF Project Costs. It is contemplated that the sources of revenue to pay or refinance the Public Works Project Costs will include the City Tax Increment, the County Tax Increment, the City Sales Tax increment, and any other funds legally available to pay such costs. n 1, 1� iS Gt3CrtGSsi i tilGC_5 €fiat il" SOUi. G�.s OL 5CVQ. 114 V; W i''ay L11L, €:.E..v;,ztii. ., �:" ;vi.;ev rla CM'L A :_j C -,L. (or, alternatively, implement the Economic Development Programs and make the corresponding Economic Development Grants) will include the City Sales Tax Increment and any other funds legally available for such purpose. The percentage of tax increment to be derived from the real property taxes of the City collected within the Zone is one hundred percent (100%). The percentage of tax increment to be derived from the real property taxes of the County collected within the Zone is ninety percent (90%). The percentage of sales tax increment to be derived from the sales and use tax of the City collected within the Zone is the amount or portion of the Sales Tax Increment that the City determines must be deposited into the Tax Increment Fund that is equal to the amount needed (i) to pay TIF Obligations secured by the City Sales Tax Increment for that year, (ii) to establish or maintain debt service or similar reserves required for such obligations, and (iii) to pay prior- year shortfalls attributable to such obligations (i.e., amounts by which the TIF Obligations secured by the City Sales Tax Increment for any prior year exceeded the available City Sales Tax Increment for such year); provided, however, in no case will such arnount or portion exceed ninety percent (90%) of the Sales Tax Increment, TIF Obligations are not general obligations of the City or the County and do not give rise to a charge against the general credit or taxing powers of the City or the County. Page 17 November 10, 2011 - 9:00 AM 1775 010124144.9 16. DURATION OF THE ZONE. unless extended by the City Council in accordance with the Act, the zone shall terminate on the earlier of (i) the 40"' anniversary of the date the City collects its first sales tax dollar- attributable to the Facility or (ii) the date on which all TIF Project Costs have been paid or funded and all TIF Obligations, including interest thereon, have been paid in full. 17, CHAPTER 272 EXEMPTION, It is contemplated that the City will own improved and unimproved land within the zone which the City desires to have developed as part of the Facility and Belated Development in accordance with this Final project and Finance Ilan. It is further contenrlplated that development of City --owned land as part of the Facility and Belated Development may include sales, grants; or other transfers as part of an economic development program for the zone authorized by Section 311.010(h) of the Act. To the extent that any sales of City -owned land are involved in such a prograrn, such sales shall be exempt from the notice and bidding requirements of Chapter 272, Local Government Code, based on the exemption contained in Section 272.001 (b)(6), Local Government Code. 18. JOB REQUIREMENTS. Section 10.2..3 requires that by January 1 of the first calendar year after the Facility is completed and open for business, the Facility will provide employment for- a minimum of 850 Full -Time Equivalent Jobs. The City will adopt, and the Developer will implement, a program by which at least fifty percent (501/10 of the jobs will first be offered to residents of the City or the County. 19LIST OF EXHIBITS, Unless otherwise stated, all references to "Exhibits" contained in. this Final Project and Finance flan shall mean and refer to the following exhibits, all of which are attached to and shall be considered part of this Final Project and Finance flan for all purposes. Exhibit A- L Map of Existing Uses and Conditions in the zone Exhibit A-2, iviap of Proposed Uses in the zone Exhibit A@3. Metes and Bounds Description of the zone Exhibit B. Public Works Projects Exhibit C. Public Works project Costs Exhibit D. Total Estimated Cost of Facility and Related Development Exhibit E. Economic Feasibility Study Exhibit F. Estimated Captured Appraised Value — Facility and Phases I and II of Belated Development. Exhibit G. Estimated Captured Appraised Value — Facility and Phases I, 11, and III of Related Development. Page 18 November 10, 2011 - 9:00 AM 1775 010124144.9 m 9- 4 17, < rn U.J � \\ < rn � \\ < rn Exhibit A-3 Metes and Bounds Description of the Lone — Tract I BEING a 5.02 acre tract of land situated in the B.B.B. & C.R. Survey, Abstract No. 173, City of The Colony, Menton County, Texas, and being part of a tract of land described as Tract 11 as conveyed by deed to Maharishi Global ]development Fund, as recorded in Volume 4555, Page 281, Official Public Records, Menton County, Texas, Said 5.02 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found 5/8 inch iron rod with KHA cap for corners being the intersection of the south right-of-way line of ,State Highway 121 (a variable width R.O. .) and the southwest right- of-way line of Plano Parkway (a 100 foot R.O.W.), and being the beginning of a non -tangent curve to the left having a radius of 1050.00 feet, a central angle of 5094'] 3" and a long chord which bears South 64°23'31" Last, 896.96 feet; THENCE southeasterly, along said southwest right-of-way line of Plano Parkway and said non tangent curve to the left, an arc distance of 926.75 feet to a point for corner, being in the north line of a tract of land conveyed by deed to CB/Tittle, Ltd., as recorded in Instrument No. 99- R0007181, Official Public Records, Denton County, Texas; THENCE South 89°58'40" rest, leaving said southwest right-of-way line and following along said north line of CB/Tiale tract, at a distance of 1009.25 feet passing the northeast corner of a tract of land described as Tract F3, as conveyed by deed to Castle Hills Property Company, as recorded in Instrument No. 2006-153339, Official Public Records, Trenton County, Texas, and continuing with the north tine of'said Castle (fills Property Company tract, for a total distance of 1210.45 feet to a point for corner; U 11 P r._cG.._-.�..y+vnx •r e..r c, rr er ., t .. _ew =_._..n......ie�u Y_., nr .ern. -r- -.. .....,. ..._,. r �. Company tract, at a distance of 97.47 feet passing the northernmost corner, and continuing with said south right-of-way line of State Highway 121, for a total distance of 226.47 feet to a point for corner; THENCE continuing with said south right-of-way line of State highway 121 as follows: North 63°32'06" East, for a distance of 130.52 feet to a point for corner; North 60022.'33" East, for a distance of 80.86 feet to a point for corners South 29'13'03" East, for a distance of 50,00 feet to a point for corner; North 60°47'38°' East, for a distance of 219.64 feet to the PONT T OF BEGINNING and CONTAINING 218,740 square feet or 5.02 acres of land, more or less. Exhibit A.-3 — Page I 1715 0 1 0Q4144 9 Exhibit A-3 Metes and Bounds Description of the Zone -- T:ract 2 BEING a 377.68 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, the B.B.B. & C.R. Survey, Abstract No. 173, the B.B.B. & C.R. Survey, Abstract No. 174 and the M.D.T. Hallmark Survey, Abstract No. 570, City of The Colony, Denton County, Texas, being part of a tract of land described as Tract I as conveyed by deed to Maharishi Global Development Fund; as recorded in Volume 4555, Page 281, Official Public Records, Denton County, Texas, being part of a called 122.8106 acre tract of land conveyed by Correction Deeds to Crow -Billingsley UMF -Plano, Ltd., as recorded in Instrument No. 2004-44212, 2004-44213, 2004-44214 and 2004-44218, Official Public Records, menton County, Texas, and being a part of McKarny Road (an unrecorded right-of-way) SAVE AND EXCEPT those certain tracts of land conveyed in deeds recorded in Volume 5366, Mage 977, Instrument No, 2006-49955, 2006- 49957 and 2006-75193, Official Public Records, Denton County, Texas. Said remaining 377.68 acre tract of land being more particularly described by metes and bounds as follows. BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said 377.68 acre tract, lacing the intersection of the south right-of-way line of Sam Rayburn Tollway (State Highway 121) (a variable width R.O.W.) and the west right -of -xray line of Burlington Northern Railroad (a 100 foot R.D.W. at this point); THENCE continuing with said west right-of-way line of Burlington Northern Railroad as follows: THENCE South 06°59'58" East, for a distance of 832.17 feet to a point for corner, being the beginning of a tangent curve to the right having a radius of 3703.75 feet, a central angle of 13°04'33" and a long chord which bears South 00°27'42" East, 843.42 feet; TFIENCE southeasterly, along said curve to the right, an arc distance of 845.26 feet to a point for corner; THENCE South 06°04'35" gest, for a distance of 2524.64 feet to a point for comet; THENCE North 83'l T00" Nest, for a distance of 190.16 feet to a point for comer; THENCE South 00°51'51 " East, for a distance of 970.10 feet to a point for corner; THENCE South 89°03'50" West, for a distance of 31.58 feet to a point for corner; THENCE South 01°14'37" East, for a distance of`448.38 feet to a point for corner, being the northeast corner of a tract of land conveyed by deed to Frankford Road Investors No. 1, as recorded in Instrument No. 2006-49957, Official Public Records, Denton County, Texas; THENCE North 87"06`22" West, leaving said west right-of-way line and following along the north line of said Frankford Road Investors No. 1, for a distance of 1240.48 feet to a point for Exhibit A-3 — Page 2 1775.01 0\24144.9 corner, being in the northerly right-of-way line of Plano Parkway (a 100 foot R.O. .), and being the beginning of a non -tangent curve to the left having a radius of 1130.00 feet, a central angle of 103°16'58" and a long chord which bears North 38°43'34" West, 1772.16 feet; THENCE continuing with said northerly right-of-way line of Plano Load as follows:. THENCE northwesterly, along said non -tangent curve to the left, an are distance of 2036.97 feet to a point for corner; THENCE South 8938'05" West, for a distance of 647.23 feet to a point for corner, being the beginning of a non -tangent curve to the right having a radius of 950.00 feet, a central angle of 40°05'36" and a long chord which bears North 70'l 9'29" Nest, 651.29 feet; THENCE northwesterly, along said non -tangent curve to the right, an arc distance of 664.77 feet to a point for corner, being the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 40°14'10" and a long chord which bears North 70°21'30" nest, 722.31 feet; THENCE, northwesterly, along said reverse curve to the left, an arc distance of 737.37 feet to a point for corner; THENCE South 89°31'25" West, for a distance of 623.83 feet to a point for corner, being the beginning of a tangent curve to the right having a radius of 950.00 feet, a central angle of 52°49'04" and a long chord which bears North 64°04'03 " West, 845.07 feet; THENCE northwesterly, along said curve to the right, an are distance of 875.75 feet to a point for corner, being the most southerly point of a corner -clip with said south right-of- way line of Sam Rayburn Tollway (State Highway 121); THENCE North 08"46'31" East, along said corner• -clip, for a distance of 26.03 feet to a point for corner, being in said south right--of-way line of Sam Rayburn Tollway (State Highway 121); THENCE continuing with said south right-of-way line of Sara Rayburn Tollway (State Highway 121) as follows: THENCE North 60°47'3$" East, for a distance of 203.71 feet to a point for corner; THENCE `forth 58'1736" East, for a distance of 252.11 feet to a point for corner; THENCE North 55°47'40" East, for a distance of 105.11 feet to a point for corner; THENCE North 58° 1742" East, for a distance of 248.62 feet to a point for corner; THENCE North 60°47'38" East, for a distance of 263.85 feet to a point for corner; Exhibit A-3 — Page 3 1775.91 x124144.9 THENCE North 76°30'51 " East, for a distance of 92.2.7 feet to a point for cornu; THENCE North 65'56'12" East, for a distance of 100.40 feet to a point for corner THENCE North 64° 13'39" East, for a distance of 100.18 feet to a point for corner; THENCE North 60'16'36" East, for a distance of 39.88 feet to a point for corner; THENCE South 74°12'01" East, for a distance of 70.70 feet to a point for corner; THENCE North 60°4738" fast, for a distance of 64.12 feet to a point for corner; THENCE North 15°4717`° East, for a distance of 73.27 feet to a point for corner; THENCE North 59°04'32" East, for a distance of 94,25 feet to a point for corner; THENCE North 55°39'04" East, for a distance of 100.40 feet to a point for corder; THENCE North 47°37`54" East, for a distance of 114, 18 feet to a point for corner; THENCE North 60047'38" East, for a distance of 3800.00 feet to a point for corner; THENCE North 65°20'10" East, for a distance of 189.41 feet to a point for corner-, THENCE North 61 °56'23" East, for a distance of 100.02 feet to a point for corner; THENCE North 63039'23" East, for a distance of 100.12 feet to a point for corner; 1't-Ii1NCE forth 64 4/'53" East, for a distance of 100.24 feet to a point for corner; THENCE North 66°30'16" East, for a distance of 201.00 feet to a point for corner; THENCE North 65"56'12" East, for a distance of 100.40 feet to a point for corner; THENCE North 663016"° East, for a distance of 100.50 feet to a point for corner; THENCE North 63°05'04" East, for a distance of 100.04 feet to a point for corner; THENCE North 64°13'39" East, for a distance of 100.14 feet to a point for corner; THENCE North 83°05'27'° East, for a distance of 69.58 feet to a point for corner; THENCE North 60039'18" East, for a distance of 33.81 feet to the POINT OF BEGINNING and CONTAINING 16,451,919 square feet or 377.68 acres of land, more or less. Exhibit A-3 --- Mage 4 r 775,010\24144,9 Exhibit -3 Metes and Bounds Description of the done — Tract 3 BEING a .51.1 1 acre tract of land situated in the R.P. Hardin Survey, abstract No. 611 and the B.B.B, & C.R. Survey, .Abstract No. 174, City of The Colony, Denton County, Texas, and being all of a called 27,073 acre tract of land conveyed by deed to Sealy Spring Creek Partners, LY., as recorded in Instrument No. 2007-83136 and all of a called 23,990 acre tract of land conveyed by deed to 'Whiteford Limited Partners, as recorded in Instrument No. 2004-132215 Official. Public Records, Denton. County, Texas. Said 5 1.1 1 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said Sealy Spring Creek Partners tract, being the intersection of the south right -of -may line of Sarn Rayburn Tollway (State Highway 121) (a variable width R.O.'W.) and the west right-of-way line of Test Spring Creek Parkway (a 160 foot R.O.W.); THENCE South 29°24'43°' Past, along said west right-of-way line of West Spring Creels Parkway, for a distance of 265.52 feet to a point for corner, being the. beginning of a non -tangent curve to the right having a radius of 970.00 feet, a central angle of 29° 13'42" and a long chord which bears South 14°53'13" Past, 489.48 feet; THENCE southeasterly, along said west right-of-way line and said non -tangent curve to the right, an are distance of 494.83 feet to a point for corner MENCE South 00°22'42" East, continuing along said west right-of-way line, for a distance of 476.17 feet to a point for corner, being the northeast corner of said Whiteford Limited Partners THENCE South 00°23'35" East, continuing along said west right-of-way line, for a distance of 864.92 feet to a point for corner, being the northeast corner of Lot 1, dock Aa Dings Ridge Addition, Phase Three, an addition to the City of Plano, as recorded in Cabinet 3C, Page 450, flat Records, Denton County, Texas; THENCE South 89°40'20" West, leaving said west right-of-way line, and following along the south line of said Whiteford Limited Partners tract and the north line of said dock A, Dings Ridge Addition, Phase Three, being a common line, for a distance of 1199.93 feet to a point for corner, being the northwest corner of Lot 23 of said Block A, Dings Ridge Addition, Phase Three, being in the east right-of-way line of Burlington Northern Railroad (a 100 foot R.O.W. at this point), and being the beginning of a non -tangent curve to the left having a radius of 3487.75 feet, a central angle of 8°31'36" and a long chord which bears North 01°45'21" 'Jest, 518.57 feet, THENCE northwesterly, leaving said common line, and following along said east right-of-way line of Burlington Northern Railroad and said non -tangent curve to the left, an arc distance of 519.05 feet to a point for corner; Exhibit a-3 — Page 5 1 775 010\24144.9 THENCE North 06043`29" West, continuing along said east right-of-way line, for a distance of 345,89 feet to a point for corner, being the northwest corner of said Whiteford Limited partners tract; THENCE North 07'03"O1" West, continuing along said east right-of-way line, for a distance of 628.03 feet to a point for Corner, being in said south right-of-way line of Sam Rayburn Tollway; THENCE North 60'45`58" East, leaving said east right-of-way line and following along said south right-of-way lime of Sam Rayburn Tollway, for a distance of 25435 feet to a point for corner; THENCE North 63'19"02" East, continuing along said south right-of-way line, for a distance of 585.96 feet to a point for corner; THENCE North 601152'09" East, continuing along said south right -of --way line, for a distance of 369.37 feet to the POINT OF BEGINNING and CONTAINING 2,226,193 square feet or 51.1 1 acres of land, more or less.. Exhibit A-3 — Mage 6 1773_a10\24144 9 ƒ u G / �.� « .. . .. , .. \ \ d . � : y /\( . . .>� TOM 0' l�\j L'il N h r t 5 } f uj t E� l�\j L'il N h r t 5 } f t i I S u M aj cc3 ?L' N h r f M aj cc3 ?L' Exhibit C Estimated 2012 Public Works Project Costs i -and - Public Right -of -Way 20 ac. $2,875,827 Municipal Building 3 ac. $431,374 Sub -total 23 ac, $3,307,201 Infrastructure: Utilities and Relocations $5,337,273 Drainage $4,502,319 Roadways $4,399,340 Traffic Signalization, Lighting and Signage $4,323,070 Deceleration and Turn Lane Improvements $1,041,903 Intersection Improvements $2,643,305 S.H. 121/Colony Blvd. Interchange $10,308,888 Sub -total $32,556,097 Public Parking: Surface Parking, Circulation Roads, Landscaping and Lighting $13,371,856 Sub -total $13,371,856 . . . . . . . . . . . . . . . . Hard Costs. $49,235,154 Soft Costs: $8,444,846 Total 2012 Public Works Project Costs $57,680,000 Exhibit C —Page 1 1 7 75 01 01241 44 9 Exhibit C Estimated 2017 Public 'Works Project Costs Municipal Building: $4,140,000 Public Par ingo Sur -face and Structured Parking, Circulation Roads, Landscaping $95,172,837 and fighting ::rte Sub -total $95,172,837 Soft Costs: $22,588,110 S b-totai$22,588,110 Total 2017 Public Works Project Costs _ $121,895,947 Exhibit C — Page 2 1775.010\24144.9 Exhibit C Estimated 203 Public Works Projec1C04& Additional Infrastructure - Parking a ad Reconstruction � . �. ��. Sub -total Soft Costs $12 50¢000 &12300 000 ._ Total 2031 P !6 mom/ t<o4: $62,500,000 Exhibit C—Page 3 19s 1 0\24144,9 Exhibit D Total Estimated Cost of Facility and Related Development ,and (63 acres): $9,635,294 Infrastruciure: $59.118,900 Site work: 58,431,656 p unlic parkiot g: $108,544,693 Municipal Building: $4,140,000 Reconstruction of Inf smictcure and Pu blip Parking; $50,000,000 Soft Casts: $57,297,745 Sublotal@ 5297,168,29$ Warehouse andDistribution: S165,153,753 Corporate Headquarters: $2,739,451 Sub -"Total: (including land and soft co.;ss) $167,893,204 Entertain -men UTourism/Convention "Destination" Deveicpn.eflf: There Park $364,084,653 ketaif $81,590.509 ltestauranls llint4rtninment $76,827,406 14otels anti Park Facilities $175,521,241 Sub -Tot 0l (including land anti sof costs) $598,024,009 Traditional DevelopanmV 1Ze!aii $221,995,473 :estauri?7' is S26,485,616 CNf cc $56,3 12,720 Residential S 172,317,656 Sub -Total. (including land and soft costs) 5477,111,471 GRAND TOTAL $1,540,196,982 If the Phase III "super retail store" agrees to open in the Zone, the Developer estimates that the total cost of the Facility and Phases 1, Il, and III of the Related Development will increase to $2,100,000,000 - Exhibit D Page 1 1775.0 1 0\24144.9 Exhibit E Economic Feasibility Study Economic Feasilbi'll q -T Study of a Proposed Mixed=Use Development Project in The Colony, Texan October 26, 2011 Frepzred by,. Impact DaIaSource 4 109 Cap Rock Drive Aus''M, Texas ?"4715 (512) 8092-0205 '"' vvw t IT136 1---w a a 5 "JI f c. i11 Exhibit E —Page I 1976, 0 1 0\241 44,9 Econorrk Feasibility Study of,a Proposed nu -Us Development Project in The Colony Introduction Th n Upw! pTants WC %SUS of an WorolVC WtWlil ail qpvrfor1,iec1 b , 1,neDc, D=Scuice, Au:�.,n, T, -Ya— Trw s,udt, xzas zo, dernif7e the economic leaffoility ot a p.nopos,o mixcd i:so devebpmen, in Tho Cc �,Dny, Tley.-2:5' dumF' Vh'k- prclects, consructior anz Gvr.r zhe- first 4�., ycc a rs of its its.. operations In an d.itkcrn' rev'sn"Ur-stnott.rie projjc�,ci ww gcme`nte torthti State of Texas, the cit}, or' Thi* Co!or,y, The Colony Ewocm+f Corp'xntion, Trie Colery Community Dcvclopnivrlt CogiomtiuM Demer', Couoori,, aind Le,'vihe i3D werc-, cacol-2tadl. Thr! follmiirip, irroar' rwn 4 pmwnKd h MO ruort- v DUSNPAn 01 the pi oJec' * Ecoricatc impact of Ve project curng Is conwado, Yang kW sales taxes thatconswWor, aaM, wogmum-for thState:. City, EDCai,d CD -C, * Econontc Apact A Go orojeLt Wng in frSt 40 YeaW it OPUNOnS, tf:'-Jt the pr^)ect 4b 111 Fcrf-!T-a�'_e for Vc sLIie and ,'o0 ;AI nxwg ci,sii ins during ',.s "1r5z 4C, year, anc tnrorn-,,it7on cr tte of�hk� stuay, Description of the Project The pfoeoct Con5ist:S Of 3 rwxcd tsr- 7,6�cr rfgionz= renil fac'f'"v cm a-,iprmwra.iV 90 acrcr, wiWn ar, 433 acre whc fnitiall'v inciuco zjpprox,matffly 1,280,XG square tot fc, a M Lm Iaw. �W, �p Otozong TOGO na.-� i and appraxirvi-atfly 546,C1430' Squa'a teet tv mad saws to me general pubk 4-'tc- DevviCid -rrerof Me FaNny wN result it ajdmo,,1ai "Reloter:i Welopme"" within the ske that (santcipitet -m occur in priasm. Thaw I" of the Rehwd Dowbarent 4 p4med to indude wunsm, rrucabon, and COC nentJOP LWS YnWud�nF bUT 'lot 1Iqj,',tcd lo, a 75cme pyk and theme pal hoW4 conventhn comwamd convendon center noW retail slon7s, concenions rMauran", ana other use that wR avract Wur isu, Anors, aid snoppew Kom a woe geagm"! area "lo"i'aso 11" of t-ric,F�ei,,7ois planned to irc jdz vi tail nnc ccmnw.,Cal uses and scqw muti tarndy res idenbT. ExhiNt E -- Page 2 175.NO041419 F,rojec,, #mprncvemenz Costs M eymay 4512 miMc;-I: fl v.c .,pert in ,PzOv c"I Cou-, inch-,tjlt,,g %-Ino, S�-,-, woi t Qdmij-,P --r-ass gfawn, wevano rnryntan, ono Menyon! irrasrucMe aic pubm parong, pwu&W :&Www roanw!qhUg. and 1arMpmgj. Sup,er Regional Retail Facilit%1 Tr-,r� reta ii developer lam to Avest 5277 6 md% ir Me constructon CA the ranitj The FacHly is est,mated to navo annual taxabbe saics of 5603 Mon gmwkig at Th amma%dor .he M 10 yew and 3 F - rcwt..I tht.,reafunr abng WAh IaW ful time equivowt empbovees AmMy The FaMy s VOW awnial pnood is Mmated to be 120.2 nvAn, it IT on wir 'Ir, eS. -T!JtVd, Mllif0,1) UtCMCIS are ewpecteo to AM the FaSky and bwing to io mWan Imam n the second year, wrtran,-ual i??crcasea of nrouFA Veer 10 ars: 3"`c ,, n ru al c ma , es t re—,c i- 1�i, � �t,,,rs to t�'e rac;.tf' ire c.d ected to `_".'i.' from b=Tri me n--th T�:,Yes n2Fion and otlw2rstznes. Phase I Related Development Tf e followInvcarr? rh(, plannc" ccrnponr,--,itn of the Phw�- I Rslatcd o Destanariryri rf,,taii or` eaproximately 15f, icres Pf-tZii costranan symN, gooly mwjw Myng. LGOD resimptot unds, 71�i o,n z Gte i Qa w, te n re, to u r, -z ds -, Therne rata cnc 11,enc 1=,2,k note Phase H RAW Development The followNig artThe Mamaj CMMPMOM of 11 Relatod Rehawrann and Exhibit E — Page 3 1775.010\24144.9 Th ost, �To, . n uai S I 47's 3 nd .,,J or b�' r c! hc".c roorn5 •�om po s i rF, .I- e Di:ve. !c prrs: r:t are Dcv a lcp m ent Anna: COV5 Owl in tn MMOM of Me in Mhons of Number ol" Doil',�rs squac, Tfet �,oHaw HMM Rmw Inraton wn �549.4 2 835 CGO SC1 2 340 hotel Circ1,1i,,o center 5- 6 G, 0 :150,000 ir 35-0 Th,oqnc park irm Oeme pad QW? $2sol) 4 0 Cu, DO 0 Z, 12 5 2D7 Retan and othce $670 570,000 ps 225 TOM 5926,1 3,955,000 5692 11-11-5 A, abovc.'an estmated S9 5, nnMbn WT Cre MM cmawaing It 3A Man avwo fmt X us c JeVn;opnwnt, We drw6emmV =',mploy 7.1 1323 wobers mA My MW a"uai ows A QN2 oiln. Econonnk Apact of the Project's Construction Activities and Related Sales Taxes to be Generated Thr pr&rO COPS WUMon ankneOver an 05OWWO Iva Ynar vu�? WK 9WOOM SKAYN,31 rz,-onoo�c in',pa:,s �or The Co�ory- Economic Ifnpacts ?s%vcHas support cw5vntior jobs and swarms, TO nvwn m tw, wO generke indwea mynnins qbs and _o arts in Ve arem in &am bms sn*mg Mawriak and c-rvires or nc pojfc-'s construc!jonaf-d for Const, uct'cTteir ia,n�Fes Exhibit E — Page 4 1775.0 1 0124 144.9 The evimated cconomWWxt d A c orAecis con T,ic- a,ca Now Econonfe Impact of 1,�,e Project Duritig Coastruction F� I �rtd"vL': To Ecow"I UOPM. W;yMWn1 of Jowl �3'1 1 5912 5 "13 lok, i8k)ii 4426 46my 0 Mum y dy"s slob 52% 1740 :r' t-ic City, in S79 1624 1 Los 2 7 5 Sweat v Mom ni d5w, S320 S194 S51" 0"AnVow 0 he OW n MRSW A don, :vA"q"1 Lenor'a ' O'Apjt, in IT, s N, KI w, i"f d'�a V "A 13U 5912 $,302 lok, i8k)ii 4426 46my 0 Mum y dy"s $426 52% 1 W 3xibi vuenMng w Me CA, 5 ivAhnsuf dnla' 52m, The proWs conoruakor sol g"umm $13 bat' o- :n ewnoWc cnqpt t ham rNs cors7u4i m', a0whisnpod U10 dkea ars W mt rmstructon On; $14 m0mnn Apa and mr0sw WA WOO swro, wd gonsom an awimated 1244 mon i W v"bw oa"Kg ii An Ww Sa Ws limes to be Generated From Construct on ActivIlies The pryeAs consvuVor wivNes "Ad genvate sunswntV tautgn szown the communMy, WUMPg the ,SWC purOmses; of consuMon fs3wh5v fumNucjAwrn and eqOpmeM to ne pu rc ha,:ed bV n rc, i e cl & 1 trl a n7F,', a i,, d tax.,, bf fz spt n t Iff tj 10 1-1511 U -L CJ., 1',C[ ' 5 Exhibit E — Page 5 1750004419 tow nxwx a gmemn we lk- iono We of Taxis a SAs Hums to Wlenwated, Dwing the P voled's Construction ilor ot,4! Si ,.&; i 01014 90 SW4QIU6 152611m C 14 W TA C hn) 5781596 smtw 52 442A25 Am Cubw Eowmuk Envewpweapt Cup wrem SWAS99 1821213 1122110 "he CAM; Omnmily DwVOPWWA cmpowall OWN 027 211 SOW12 ,, o(; 1 16 SUO 02 SH 649V20 $20154002, Exhibit E — Page 6 1775.01©124144,9 Ecc)nomic �mpact During the Project's First 40 Years (--)f Or_,ier;ations TC,,. r. r otv-.ti .'le p, ojez, co u.�qr, m 6. v,, i ' hzvc tmrrje ndour €m, pact` o n T Cod Coto iy. Tj-cr oduct, `or lo, -al bus. n%ass,,C,jo,5 Znd Tv nd,lod to 15A c':L, and adah{ionzi taxztble `airs in C -Ly, Economic Ouipw, lobs and Sa}aries Tf�c acc-n!m ic C, Ut4Ut, Or F -2v17 IILI('S that VIC " Mp�(Xt Vlf go-.nerate 'or bu-since ss�` ir. Pw., Co!ony, . joljs t,hzt Yi! i:,r7 m:atej ant over tFe, !.rm 40 vears ire �howq, ne�v, Fcano0filt Impact of the oroject Over Its it 4 yeaf"foperation triEbanomic Output and Salades it M1111ohs of Voffars irl LJ $F9,172 L U n t,7 I k, t 1; %i L, It�,i 371_.:, `21 F I, i 2 �i 5 195, B 1 i -1 58 'S,�,161 8 234 2 6, $ .3 !,", I a<+ I o, L, : Od6cr Economic PMpam Pf0p,7fTV A V d,7U M' iD,-Ol TOJI it -i Mff Ff�Tf }'C -Jr i7f O.Dr- Ttlj7 V,0.jc of ;71,Q7a1-ry ,o loch tix roi;s in 'etc firs,: yvar opri-,-on-� '�s shDwi Preptny that tht PM*Ct m(Ol Add to Lout Tau ROIS in * fjM Year of QPefatbon SU pe. r R(�gte,'Tl,fl rAxec Use p Fli Ophel pdl, 01 ,hc C8tIwIll sl-¢ T Li�z I ;F1 th" fl -A "', GPCL��fG�P,,, 11-0i�or- o� JOT�rb 7i L, proic—t *W azid ),! =,-.nnntcd '441 rillio,i to loc.w -qx roll Exhibit E — Page 8 1775.0 1 0\241 44.9 p Fli Ophel pdl, 01 ,hc C8tIwIll sl-¢ sr's 70 roik I", iil ;4 rnhum-, of U,w, 7i L, proic—t *W azid ),! =,-.nnntcd '441 rillio,i to loc.w -qx roll Exhibit E — Page 8 1775.0 1 0\241 44.9 fWarkwomur hapaw of the FaSqCwtv theePm 40 tears Of opefat;ofl SWLI 71 i's i I Tw,,J nt''-)ve'k the Ut'l"11t IN pt"c" a mWe paqw." T"Aw wendog by wover, At Wpm OVA Lu0cl"y 5110 $GS4 Mo UXAN Li" 'n Vw cKy $6130 MUM 5121529 Loupog sahn oemike Aw 40 leas, a mOwns ai duhn, =62 SUP N"Mm A 4vwon MWAY w IV ul-, 954 L70Z All NinMer ef neo rewdown Viv Cw,, 080 4 424 GAN Nljaw,er ul m:,v in i:cL 544 570 1014 ti,„ Am 0 nvw mW"VT ,aril ems w be "A in. 218 425 A-4 QMquMMAU� Over zhe firm 40 yean Ke or§eu mm im workas wit pnerm 1114 War in canble sals in the CW and S17 Own in long Sabi Fwwe� am commec 1655 waken may move tothc Op to AN jobs cmazed at the faclity, Ths will mca n & 934 nev; My red 02 eu rd 1,514 SMM. Af�. 0�timeatcd 66A r. -"w rNMth! proveniu HI be ouk'n o0w amas ofthe QW, Exhibit E — Page 9 1775.0 1 0\24144.9 Revenues to be Generated, by �he Project and Its X1 .4-- (Dver the F`,rst 40 Years of Operations fl',C'Vx_�'7LICS rrjr [1121 StDtf-I J?Jd !jjCtj'aIrF djyjj'jCts ovc:he 10 y'7a,­L arc- sho-,v"i bc-l�yw, Invenues to be,Goncratod for Local TaRing 01stficts Cher the Fkst 40 Years& the slwp in M!,11lons of DWIars IC' 01 _=,` �'k :l �, ­. " I sI k Ct>i I 0'Ct i,, CR f of 7 he cwl'ty�_ Says wv�' Wpony Taxw, MUI rvwnuv� Ma LOAN Of CRI MUMKTI 10 t% QTQ Not wwow, fl.QkVy IL L VMMl, IC C0.'Y Wl,tT �t C'�! Po ­ft �04!: sawtwes -he cy"V cwnwvy Unwopnon cwpwAm� ", i.!: -, 1, j,%, _':' WWI Runty. -Ad wMM"Vw 9w Aw"ninti A wMa doW, Supw SIMS $50 5173 512V S336 S659 $22 123 q.r $298 5315 5131 WE S135 SIOS is 52DU S I V02 $z vaj S4 74U 14262 Sj5w Wer 7ne Own 40 gwj No 9w of Mal the Chy, EDS. CDD 1hurW znz h1od E1490 wQ ,r -w<' e x, nuts of $91 Mdn ram the wobsyt 0pwa6ws and As warxw, Ah iNt E -- Page 10 105YOUC44.9 Conduct of theAnadys�s T -"+s zcrjuct.ti cy impact DWource UM9 Wornlaton :up?: ed by super 3ylonal nestrwon rer no Vw oweNw. In addhmn, A= Daw%wce mod Oct !w rates 311G sofnc I_1: '"g Mw dxk me x-or"Dr-lite of Th,' fiorikt-a dL,: inp > -,)i)d 40 yclr� of is operabow ons calcuQwc tong 00 and costs of rrumcpA sn"nes for th. e fs,:j rcy 'o r th r, City_ o -T hCoo c r, y n!`.,_ a d di;io na � i ucs fur r c EDC, CDC, D, c,-,itc n C o L; n t WwAdhe 5D and we lam W Texas, lrnp,lct DatasoLk-,,,:,C. p5 D 5cvsrtsA7,,n ,,,car oid Aust 1l 3r,,d or,,�,;yfk fi>"m, The bm has connaed econondc imp wi aaaQses of over 2500 ors�jecEs ir, Texas arns 2,z- CIN -r �t:-,tos. !r the firm h,�i dcv?lop,-d econ a arc impact a nzilysi5 ccmiput,::rprot-�,onn� for 5,nnm! Snc.ucVgdac Now NleCDcicprnerlt The Wils pw63_nE C-co,lorm,- nnpact ansyns. He is an ecanorkst and has Bache V, of SO en to a is Nlaw a rat Bus& cis :,I a eco'nornics from W,-hor Start, iy, TqiDoda,, ,LGL ExhiS E -- Page 11 1775.010124144.9 Exhibit F Estimated Captured Appraised Value Facility and Phases I and 'If of Related Development Exhibit F —Page 1 1775.0 1 0\24144,9 Catendar Facility Phase f & 11 Year DevOapment Development Total Y('ar 1 2014 $20,000,000,00 $65,000,000 Year 2 2015 $115,000,00 $100'00o'000.00 $215,000,000 Year 3 2016 5 117, M0,000 $225,000,000.00 $342,300,000 Year 4 2017 $1)5,000,000 $788,000,000,00 $913,000,000 Year 5 2018 $127,500,000 $811,640,W0.00 $939,140'0043 Year 6 2019 $130,050,000 $935,989,200.00 $966,039,200 Year 7 2020 $132,651,000 $861,6168,876.00 $493,719,876 Year 8 2021 $135,304,020 $986,900,942.28 $1,022,204,962 Year's 21,)22 $138,010,100 $913,507,970.55 $1,051,519,071 Year 10 2023 $140,770,302 $940,913,209.66 $1,081,683,512 Year 11 2()74 $143,585,708 $969,140,505_95 $1,112,726,314 Year 12 2025 $14&,457,423 $998,214,324,13 $1,144,672,247 Year 13 2026 $149,386,571 $1,028,161,268.86 $1,177,547,840 Year 14 2027 $152,374,302 $1,0.59,006,106.92 $1,211,380,409 Year 15 2028 $155,421,789 $1,0390,776,290.13 $1,246,198,079 Year 16 20 -IS $158,530,224 $1,123,499,578,83 $1,282,029,8473 Year 17 2030 1,161,700,829 $1,157,204,566.20 $1,318,905,395 Year 18 2031 $164,934,845 $1,191,920,7073.9 $1,356,855-549 Year 19 2.032 $268,233,542 $1,227,678,324.29 $1,395,911,867 Year 20 2038 $171,598,213 $1,264,508,674,01 $1,436,106,887 1°0af 22 2034 $175,030,177 $1302,443,934.23 $1,477,474,112 Year 22, 2.035 $178,530,781 $1,341,517,252.2.5 $1,520,048,033 Year 24 2047 $185,743,424 $1,423,21.5,652,92 51,608,959,077 Year 25 2038 $189,458,293 51,465,912,122,51 Year 26 2039 $193,247,459 $1,509,889,486.18 $1,703,136,945 Year 27 2040 $197,112,408 $1,555,185,170.77 51,752,298,579 Year 28 2011 $201,054,656 $1,601,841,755.89 $1,802,896,412 Year 29 2042 $205,075,749 $1,649,897,008.57 $1,854,972,758 Year 30 2043 $209,177,264 $1,699,393,91.8.82 $1,908,571,183 Yea -32 2044 $213,360,810 $1,750,375,736-39 $1,963,736,546 Yea,- 32 2045 $217,628,026 $1,902,887,008.48 $2,020,515,034 Yea- 33 2046 $221,980,586 51,856,973,61&74 $2,078,954,205 Yea~ 34 2047 $226,420,298 $1,912,682,827.30 $2,139,103,025 Year 35 2048 ','230,949,02 $,11,970,062,3:12 $2,201,011,914 Year 36 2049 $235,567,574 $2,029,165,211 $2,2154,732,785 Year 37 2050 $240,278,925 $2,090,040,168 $2,330,319.092 Year 38 2051 $245,084,50,4 $2,152,741,373 $2,397,825,877 y4na- 39 2052 $249,986,194 $52,195,796,200 $2,445,782,394 Year 40 2053 $254,995,918 $2,239,722,124 $2,494,69&Q42 Exhibit F —Page 1 1775.0 1 0\24144,9 Exhibit Gj Estimated Captured Appraised Value Facility and Phases 1, 11, and T11 of Related Development Exhibit G —Page I 1775.0 1 0\241 44.9 Estimated Calendar FaCIRY Phase 1, H and III Year Development Development Total Year 1 2014 $45,000,000 $65,000,000 s110,000,000 Year 2 2015 5125,000,000 $190,000,000 5305,000,000 Year 3 2016 $117,300,000 $375,000,000 $492,300,000 Year A 2.017 $125,000,000 $942,500,000 $1,067,500,000 Year 5 2018 $127,500,GDO $970,775,000 $1,098,275,000 Year 6 201-9 5130,050,000 $999,998,250 $1,129,948,250 Year 7 2020 $132,651,000 $1,029,895,198 $1,162,546,198 Year 8 2021 $135,304,020 $1,060,792,053 $1,1136,096,07-,3 Ye3r 9 2022 $138,010,100 S1,092,615,8!5 $1,230,625,915 Year 10 2023 $140,7 $1,125,394,289 $1,266,164,592 Year 11 2024 $11,13,585,708 $1,159,156,118 $1,302,741,827 Year 12 2025 $146,457,423 $1,193,930,802 $1,340,388,224 Year 13 2026 5149,386,571 $1,229,748,726 Year 1.1 2027 $152,374,302. $1,266,641,188 $1,419,015,490 Year 1.5 2028 $155,421,789 $1,304,640,423 $1,460,062,212 Year 16 2029 5158,530,224 $1,343,779,636 $1,502,3C)9,860 Your 17 2030 $161,700,829 $1,384,093,025 $1,545,793,854 Year 18 2031 $164,934,845 $1,425,615,816 $1,590,550,661 Year 19 2032 $168,233,542 $1,468,384,290 $1,636,617,932 Year 20 2033 $171,598,213 $1,512,435,819 $1,684,034,032 Year 23. 2034 $175,030,277 $1,557,308,893 $1,732,839,071 yp,3r ?? -;, O:z 5 9'178.5303.781 51,504,543,160 $1,783,073,941 Year 23 2036 5182101,397 $,-Z,652,679,455 $1,834,780,852 Year 24 2037 $185,743,424 $1,702,259,839 $1,888,003,263 Year 25 2038 $189,458,293 $1,753,327,634 51,942,785,927 Year 26 2039 $193,247,459 $1,805,927,463 $1,999,174,922 Year 27 2040 $197,112,408 $1,860,105,287 $2,057,217,695 Year 28 2041 $201,054,656 $1,915,908,445 $2,116,963,102 Year 29 2042 $205,075,749 $1,973,385,699 $2,178,461,448 Year 30 2043 $209,177,264 $2,032,587,270 $2,241,764,534 Year 31 2044 $213,360,810 $2,093,564,988 $2,306,925,697 Year 32 2045 5217,628,026 $2,156,371,834 $2,373,999,860 Year 33 2046 $221,980,,586 $2,221,06?,989 $2,443,043,576 Year 34 2047 $226,420,198 $2,287,694,879 $2,514,115,077 Year 35 2()48 $28(),949,602 $2,356,325,725 $2,587,274,327 Year 36 2049 $235,567,574 $2,427,015,497 $2,662,583,071 Year 37 �Z050 $240,278,925 $2,499,825,962 $2,740,104,888 Year 38 2051 $245,084,504 $2,574,820,741 $2,819,905,245 Year 39 2052 $249,986,194 $2,630,537,9.50 $2,880,524,14-4 Year 40 2.053 $254,985,918 $2,687,496,126 $2,942,492,044 Exhibit G —Page I 1775.0 1 0\241 44.9