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HomeMy WebLinkAboutOrdinance No. 2011-1925CITE' GV "AE COLONY, TEXAS ORDINANCE NO. 2011-1925 WHEREAS, the City Council of the City of The Colony, Texas, desires to promote the development of a certain geographic area within its jurisdiction by the creation of a reinvestment zone, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, as amended; and Wi f Fi1Z,'VAS, Section 311.003(b) of the Texas Tax Code provides that before adopting an ordinance designating a reinvestment zone, the City Council must prepare a preliminary reinvestment zone financing plan; and WHEREAS, the City Council of the City of The Colony, Texas, hereby approves the Preliminary Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, a copy of which is attached hereto as Exhibit A. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OFT E CITY OFT E COLONY, TEXAS: SECTION 1. FINDINGS. That the facts and recitations contained in the preamble of this Ordinance and in the Plan attached hereto as Exhibit 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. APPROVING PRELIMINARY REINVESTMENT ZONE FINANCING PLAN. That the City Council of the City of The Colony, Texas, does hereby approve the Preliminary Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. SECTION 3. SEVERABILIT'Y CLAUSE. 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 unconstitutional, void, or invalid, the validity of the remaining provisions of this Ordinance or their application to other persons or set of circumstances shall not be affected thereby, it being the intent of the City Council in adopting this Ordinance that no portion hereof shall become inoperative or fail by reason of any unconstitutionality, voidness, or invalidity of any portion hereof, and all provisions of this Ordinance are declared severable for that purpose. SECTION . EFFECTIVE DATE. This Ordinance shall take effect irnniediately upon its passage and it is accordingly so ordained. PASSE AND APPROVED BY THE CIT'E' COUNCIL OF THE CITE F T COLONY, TEXAS, THIS THE 8"' DAB' OF NOVEMBER, 2011, Christie Wilson, City Secretary APPROVED AS TO FORM: Jeff MborgJ City Attorney ATTES Exhibit "A" PRELIMINARY REINVESTMENT ZONE INANE IN LAN F TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY F T COLONY, TEXAS November 8, 2011 1. INTRODUCTION. 1.1 Defined Terms. Words and phrases with their initial letters capitalized that are used in, but not defined in, this Section I are defined in. Section. 2. Unless otherwise specified, all references to "Section" mean a section of this Preliminary 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: (1) pudic 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, including but not limited to programs under Chapter 380, Texas Local Government Code, to snake grants of land and grants and loans of money to facilitate and pay for activities that benefit such zone and stimulate business and commercial activity within such zone; (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 and other participating taxing units 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. The City naay designate a contiguous or non-contiguous area as a reinvestment zone in accordance with the procedures in the Act, which procedures require the preparation of this Preliminary Finance Plan. The proposed reinvestment zone covered by this Preliminary Finance Plan consists of approximately 433 open and undeveloped acres located within the corporate limits of the City and described in Section 3 (the "Zone"). The City is creating the Zone to promote economic development that but for the creation of the Zone would not otherwise occur. If the Zone is created, it is contemplated that: (1) 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 (the "Facility"); and (ii) the remainder of the land within the proposed Zone will be developed as a mixed-use project (the "Related Development") that includes 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 (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 detennined that the Zone substantially impairs the growth of the City because the Zone is predominately open and undeveloped, because of other development factors such as the need for essential public infrastructure, and because of 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 County Participation. 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's participation in the Zone is limited to payment of Public Works Project Costs. 1.5 Public Works Proiects. Development of the Facility and Related Development will require, as part of the TIF Projects, substantial site improvements including, but not limited to, mass grading within the proposed .Zone, the construction of public infrastructure inside and outside the proposed Zone (e.g., water, sewer, roads, and other utilities), the construction of storm water detention and related drainage improvements within the proposed Zone, the construction of municipal buildings within the proposed Zone, the construction of public parking within the proposed Zone, and the acquisition of land for the foregoing, all as described in Section 6 (the "Public Works Pro'. ems"), 1.6 Economic Development Projects. Development of the Facility and the Related Development will also require, as part of the TIF Projects to pay TIF Project Costs, funding that the City Council and the Board have determined is necessary and convenient to the implementation of this Preliminary Finance Plan: (i) allocable to the construction of approximately 546,000 square feet of retail space as part of the Facility, (ii) to purchase approximately 307 acres within the Zone that will be developed as part of the Facility and Related Development in accordance with this Preliminary 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 single-user "super retail store" that will generate at least $500 million in total taxable sales during the first full calendar year after the store is completed and open for business to the public, all as described in Section q (the "Economic Development Projects"). 1.7 Economic Development Programs. The City Council and the Board have determined it to be necessary and convenient to the accomplishment of the objectives of this Preliminary Finance Plan and the implementation of the 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 1.6 to the extent that such Economic Development Projects are not otherwise funded, and which prograrns and grants are authorized by Section 311.010(h) of the Act and by Article 111, Section 52-a, Texas Constitution, as amended. 1.8 Implementation. To facilitate development of the Facility and Related Development, it is contemplated that: (i) the Board will prepare and adopt and the City Council will approve a Final Project and Finance Plan for the Zone which may vary from this Preliminary Finance Plan; (ii) the City and the County will enter into the County Tax Increment Participation Agreement, (iii) the Board, the City, the Developer, and the 431 Corporation will enter into the Development Agreement and (iv) the City or the 431 Corporation will issue or enter into the TIF Obligations. 2. DEFINITIONS. Words or phrases used in this Preliminary 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. "431 Corporation" means a local government corporation created and controlled by the City as an instrurnentality of the City pursuant to Subchapter D, Chapter 431, Texas Transportation Code, as amended. "Act" is defined in Section 1.2. "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. "City Sales Tax Increment" means, each year, ninety percent (90%) of the Sales Tax Increment or such other amount that the City determines must be deposited into the Tax Increment Fund that is equal to the amount needed (1) 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). The amount, if any, by which the City Sales Tax Increment for a year exceeds the amount required to pay (i), (ii), and (iii) above, is not part of the City Sales Tax Increment and shall not be deposited into the Tax Increment Fund. "City Tax Increment" means one hundred percent (100%) of the property Tax Increment for the City. "County" means Denton County, Texas. "County Tax Increment Participation Agreement" means an agreement between the City and the County (with the Developer as a named third-party beneficiary) pursuant to which the County agrees to pay the County Tax Increment into the Tax Increment Fund as provided in the Final Project and Finance Plan. "County Tax Increment" means ninety percent (90%) of the Tax Increment for the County. "Developer" means 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 that may implement the Final Project and Finance Plan. "Economic Development Chants" are defined in Section 1.7 and described in Section 10. "Economic Development Programs" are defined in Section 1.7 and are described in Section 10. "Economic Development Project Costs" are defined in Section 9. "Economic Development Projects" are defined in Section 1.6 and described in Section 9. "Economic Feasibility Study" is defined in Section S. "Facility" is defined in Section 1.3. "Final Project and Finance Plan" means the Final Project Plan and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, as amended, prepared by the Board and approved by the City Council. "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 Improvements" are defined in Section 7. "Phase I" is defined in Section 8. "Phase I1" is defined in Section S. "Phase 111"° is defined in Section 8. "Preliminary Finance flan" means this Preliminary Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, as amendcd. "Public Works Project Costs" are defined in Section 6. "Public Works Projects" are defined in Section 1.5. "Qualified Costs" mean project costs as defined in Section 311.002, of the Act, as amended, including, but 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, TCF.DC, TCCDC, the 431 Corporation, and the Developer with respect to negotiating and consummating all documents contemplated by this Preliminary Finance Plan; (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 Preliminary Finance Plan; (v) capitalized interest and reserve funds required in connection with any TIF Obligations; (vi) costs of acquiring the site including title work, surreys, 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, TCl ADC, TCCDC, or the 43 1 Corporation in connection with the implementation of this Preliminary Finance Plan. "Related Development" 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%) 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 value 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: (1) 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 fonds. "TCCDC" means The Colony Community Development Corporation, a Type B Texas corporation created under the authority of Chapter 505, Texas Local Government Code. "TC1DC" 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.. "TIF Projects„ 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. 3. DESCRIPTION AND MAP. A map showing and describing existing uses and conditions of real property in the Zone is attached hereto as Exhibit A-. 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. . PROPOSED CHANCES TO ORDINANCES, PLANS, CODES, RULES, AND R UULA f CONS Development of the Facility and Related Development will necessitate (i) amending the City's Comprehensive Land Use Plan, (ii) amending the City's Master Thoroughfare Plan, and (iii) adopting a planned development zoning; ordinance covering( property in the Zone, There are no proposed changes to any ordinances, plans, codes, rules, or regulations adopted by the County. 5. RELOCATION OF ISPLACFD PERSONS. No persons will be displaced or relocated due to the creation of the Zone or as a consequence of implementing this Preliminary Finance Plan. 6. PUBLIC WORKS PROJECTS AND PUBLIC WORKS PROJECT COSTS. 6.1 Public Works 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 to create buildable pad sites and generate earthen fill to elevate low areas. The earthen fill shall be placed in lifts and compacted and tested. 6.1.2 Water. The water system will include a new water main extension from Plano Parkway 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 will be serviced using the City of Piano's 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 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 92 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.H. 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 castbound 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 Parkin. Site improvements are anticipated to include public access surface parking as well as internal, public access roads to provide circulation. Structured parking garages are also proposed to provide additional public access parking spaces. Streetscape, landscaping, and lighting improvements are included. Parking maintenance and operations costs may also be included. 6.3 6.1.13 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. The estimated public Works Project Costs are broken into three (3) categories shown on Exhibit C as the "2012 Public Works Project Costs°" (i.e., costs expected to be incurred beginning in 2012), the "2017 Public Works Project Costs" (i.e., costs expected to be incurred beginning in 2017), and the "2031 Public Works Project Costs" (i.e., costs expected to be incurred beginning in 2031). The expenditure of any Public Works Project Costs may be accelerated or delayed without requiring an amendment to this Preliminary Finance Plan. 7. ESV ~tTE ®N-PROJECT COSTS. The Developer estimates that the total cost to develop the Facility and Phase I and Phase 11 of the Related Development (as described in Section 8 and on l .Ou. rit D) will be approximately $1,540,196,982. This Preliminary Finance Plan identifies $739,990,000 in TIF Project Costs paid through 2019 to facilitate such development. The estimated Non-Project Costs for the Facility and Phase I and Phase 11 of the Related Development are $800,206,982. S. L;C t N0AflC 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 Preliminary Finance Plan. Such further business and commercial activity (defined in Section 1.3 as the "Related Developirlent") is anticipated to occur in phases which, depending on market conditions, may overlap. "Phase I" of the Related 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 11" of the Related Development is planned to include retail and commercial facilities. "Phase III" of the Related. Development is planned to include a second single-user. "super retail store" that will generate at least $500 million 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 Feasihiliti~ Study 0 'cr P7-01)os€ d Mixed-Use Development Project in The Coloiq, Texas, dated October 26, 2011, (the "Economic Feasibility Study") to estimate the economic impact that the Facility and Phase I and Phase 11 of the Related 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 11 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" rewired by the Act. A summary of the Economic Feasibility Study is attached as Exhibit E. The complete Economic Feasibility Study is on file with the City Secretary of the City and is available for public inspection. Key findings of the Economic Feasibility Study are provided below. The adoption and approval of this Preliminary Finance Man, including the Economic Feasibility Study, by the City Council constitutes a finding by the City Council that this Preliminary Finance Plan is feasible. 8.1 Impact During Construction. Construction of the Facility and Phase I and Phase II 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, Jobs, and Salaries. It is estimated that during the term of the Zone, the Facility and Phase I and Phase II 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 Impacts. 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 20,426 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 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 ISD, $1.2 billion. 8.5 Tourism.. It 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 ten percent (10%) per year thereafter until year 10 and at three percent per year thereafter. Visitors to the Facility are expected to be from throughout the state and from surrounding states. 9> ECONOMIC DEVELOPMENT PROJECT COSTS. 9.1 The Board and the City Council have determined that development of the Facility and Related Development will require, as a TIF Project and as a TI Project Cost, funding that the Board and City Council have determined is necessary and convenient to pay 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 payments of the Economic Development Project Costs are 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 $97,100,000 to pay Qualified Costs allocable to the construction of approximately 546,000 square feet of retail space as part of the Facility. 9,12 To facilitate development of the Facility and Related Development, Economic Development Project Costs in the estimated amount of $54,100,000 to pay Qualified Costs for the acquisition of approximately 307 acres within the Zone to be developed in accordance with this Preliminary Finance Plan. 9.1.3 To facilitate development of the Phase I Related Development, Economic Development Project Costs in the estimated amount of $58,000,000 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, facilities such as a theme parr 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 Il Related Development, Economic Development Project Costs in the estimated amount of $46,000,000 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 single-user "super retail store" that will generate at least $500 million in total taxable sales during the first full calendar year after the store is completed and open for business to the public. 10. ECONOMIC DEVELOPMENT PRO( _,"".MS AN1171+ RANTS. 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 that the Board detennines are necessary or convenient to implement and achieve the purposes of this Preliminary Finance Plan and to implement the 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 and Economic Development Projects in the Zone, including parking discussed in Section 6.2, and (ii) programs to make 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, 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 Board have detern- ined, 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. 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. No goods or services are provided in exchange for such contributions to capital, but neither are they gratuitous. The Economic Development Grants serve the public purpose of attracting new business and commercial activity to the Zone for the purpose of providing long-tern 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, and/or Economic Development Projects within the Zone, including parking discussed in Section 6.2, 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 rn.ay determine. 10.1.2 Economic Development Program to facilitate development of the Facility by providing an Economic Development Grant in the estimated amount of $97,100,000 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 $54,100,000 to pay Qualified Costs for the acquisition of approximately 307 acres within the Zone. 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 $58,000,000 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 parr 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 Related Development by providing an Economic Development Grant in the estimated amount of $46,000,000 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 single-user "super retail store" that will generate at least $500 million in total taxable sales during the first full calendar year after the store is completed and open for business to the public. 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 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 III Related 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 determined that satisfaction of the performance standards set forth in this Section 10.2 will further the public purpose of developing; and diversifying; the economy of the Zone and will stimulate business and commercial activity in the Zone. 10.2.1 Completion of the Facility. 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 affecting; such construction. If the Facility is not completed and open for business by such date, the Economic Development Program and corresponding Economic Development Grant described in Section 10. 1.2 will be reduced by $50,000 for each month that the Facility is late in opening. This reduction will be withheld from the Tax Increment Fund (as provided for in the Development Agreement and exclusive of any funds required to pay TIF Obligations) or from any other legally available source approved by the City. 10.2.2 Qualified Cost Requirements. At least $100 million in Qualified Costs shall be expended to construct the Facility. If less than such amount of Qualified Costs is expended, the Economic Development Program and corresponding Economic Development Grant described in Section 10.1.2 will be reduced by the amount of the shortfall. This reduction will be withheld from the Tax Increment Fund (as provided for in the Development Agreement and exclusive of any funds required to pay TIF Obligations) or from any other legally available source approved by the City, 10,2.3 Full-Time Job Requirement. 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 Jobs (at least fifty percent (50%) of which jobs will first be offered to residents of the City and/or the County). If the Facility does not provide the required minimum number of Full-Time Equivalent Jobs, the amount of the Economic Development Program and corresponding Economic Development Grant described in Section 10.1.2 will be reduced by $5,000 for each Full-Tine Equivalent Job that is not provided. This reduction will be withheld from the Tax Increment Fund (as provided for in the Development Agreement and exclusive of any funds required to pay TIF Obligations) or from any other legally available source approved by the City. 10,2.4 Construction of Phase I Related Development. At least $50 million 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 affecting construction. If the Phase I Related Development is not completed and open for business by such date, the Economic Development Program and corresponding Economic Development Grant described in Section 10.1,4 will be reduced by $25,000 for each month that the Phase I Related Development is late in opening, If less than such amount of Qualified Costs is expended, the Economic Development Program and corresponding Economic Development Grant described in Section 10. 1.4 will be reduced by the amount of the shortfall. All of the foregoing reductions will be withheld from the Tax Increment Fund (as provided for in the Development Agreement and exclusive of any funds required to pay TIF Obligations) or from any other legally available source approved by the City. 10.2.5 Construction of Phase 11 Related Development. At least $40 million in Qualified Costs will be expended to construct Phase 11 Related Development that will be open for business to the public no later than December 31, 2019, subject to "force majeure" delays affecting construction. If the Phase 11 Related Development is not completed and open for business by such date, the Economic Development Program and corresponding Economic Development Grant described in Section 10. will be reduced by $25,000 for each month that the Phase 11 Related Development is late in opening. If less than such amount of Qualified Costs is expended, the Economic Development Program and corresponding Economic Development Grant described in Section 10.1.5 will be reduced by the amount of the shortfall. All of the foregoing reductions will be withheld from the Tax Increment Fund (as provided for in the Development Agreement and exclusive of any funds required to pay TIF Obligations) or from any other legally available source approved by the City. 10.2.6 Construction of Phase III Related Development. At least $100 million 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, 2019, subject to "force majeure" delays affecting construction. If the Phase Ill Related Development is not completed and open for business by such date, the Economic Development Program and corresponding Economic Development Grant described in Section 10. 1.6 will be reduced by $25,000 for each month the Phase Ill Related Development is late in opening. If less than such amount of Qualified Costs is expended, the Economic Development Program and corresponding Economic Development Grant described in Section 10.1.6 will be reduced by the amount of the shortfall. If the Phase Ill Related Development generates less than $500 million in total taxable sales during the first full calendar year after the "'super retail store" is open for business to the public, the Economic Development Program and corresponding Economic Development Grant described in Section 10.1.6 will be reduced in proportion to the shortfall. All of the foregoing reductions will be withheld fi-om the Tax Increment Fund (as provided for in the Development Agreement and exclusive of any funds required to pay TIF Obligations) or from any other legally available source approved by the City. 11. ESTIMATED BONDED INDEBTEDNESS. Bonded indebtedness is estimated as follows: (i) $308,600,000 to pay Estimated 2012 Public Works Project Costs and pay the Economic Development Project Costs described in Sections 9.1.1 and 9.1.2 (or make the Economic Development Chants described in Sections 10.1.2 and 10.1.3; (ii) $77,400,000 to pay Estimated 2017 Public Works Project Costs; (iii) $62,500,000 to pay Estimated 2031 Public Works Project Costs; (iv) $104,000,000 to pay the Economic Development Project Costs described in Sections 9.1.3 and 9.1.4 (or make the Economic Development Grants described in Sections 10.1.4 and 10.1.5); and (v) $250,000,000 to pay the Economic Development Project Cost described in Section 9.1.5 (or make the Economic Development Grant described in Section 10.1.6). These amounts are in current, year 2011 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 Preliminary Finance Plan. 1.2. ESTIMATED TIME WHEN TIF PROJECT 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 Preliminary 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 Preliminary Finance Plan. 2012 $61,720,000 2013 $77,150,000 2014 $77,150,000 2015 $61,720,000 2016 $143,190,000 2017 $161,130,000 2018 $132;130,000 2019 $25,800,000 2031 $31,250,000 2032 $31,250,000 TOTAL $802,490,000 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 R 15. METHOD OF FINANCING. It is contemplated that the City or a 431 Corporation will. issue, from time 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 TIF Obligations will pay the TIF Project Costs. It is contemplated that the sources of revenue to pay 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. It is contemplated that the sources of revenue to pay the Economic Development Project Costs (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 (a) to pay TIF Obligations secured by the City Sales Tax Increment for that year, (b) to establish or maintain debt service or similar reserves required for such obligations, and (c) 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. 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 Related Development in accordance with this Preliminary Finance Plan. It is further contemplated that development of City-owned land 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. 18. LIST OF EXHIBITS. Unless otherwise stated, all references to "Exhibits" contained in this Preliminary Finance Plan shall mean and refer to the following exhibits, all of which are attached to and shall be considered part of this Preliminary Finance Plan for all purposes. Exhibit A-1. Map of Existing Uses and Conditions in the Zone Exhibit A-2. Map 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 of Related Development Exhibit E. Economic Feasibility Study Exhibit F. Estimated Captured Appraised Value a~ 0 ~a <C U wi '°C3 cti ~ ~ Y~ '•-H Q - - _ t t a \ -a ~z H .j ~ V \ t=. u , 0 r= a3 0 C~ E-+ cLl N a~ r. a~ W r~ F j J - i, - Ln e F flr LU r i x J G LL1 s Q 1 t i L k E°- 6 7 ff~~ 1 ii ` t CJ T g: r~ .-La SC W c 0 E u 3 c DRAFT October 27, 2011 Exhibit A-3 Metes and Bounds Description of the Zone - 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, Denton County, Texas, and being part of a tract of land described as Tract 11 as conveyed by deed to Maharishi Global Development Fend, as recorded in Volume 4555, Page 281, Official Public Records, Denton 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 K14A cap for corner, being the intersection of the south right-of-way line of State Highway 121 (a variable width R.O.W.) 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 50°34' 13" and a long chord which bears South 64`2331" 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 are 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-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 Tract 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 corner; THENCE North 00025'18" West, with the northernmost east 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; 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 60°22'33" East, for a distance of 80.86 feet to a point for comer; 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 POINT OF BEGINNING and CONTAINING 218,740 square feet or 5.02 acres of land, more or less. Exhibit A-3 - Page 1 Error! Unknown document property name. DRAFT October 27, 201 1 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, Denton County, Texas, and being a part of McKamy Road (an unrecorded 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 being more particularly described by metes and bounds as follows: BEGINNING at a found TxDot brass cap in concrete for the northeast comer of said 377.68 acre tract, being 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 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°27'4'" East, 843.42 feet, THENCE 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 feet to a point for corner; THENCE North 83°17'00" West, for a distance of 190.16 feet to a point for corner; THENCE South 00°51'51 " East, for a distance of 970.10 feet to a point for comer; THENCE South 89°03'50" West, for a distance of 31.58 feet to a point for comer; THENCE South 01 °14'37" East, for a distance of 448.38 feet to a point for comer, 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 Error". Unknwwn document property name. DRAFT October 27, 201 1 corner, being in the northerly 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 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 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-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" Nest, 651.29 feet; THENCE northwesterly, along said non-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 feet, a central angle of 40'1 4'10" 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 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 arc distance of 875.75 feet to a point for comer, being the host southerly point of a corner-clip with said south right-of- way line of Sain 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 comer, being in said south right-of-way line of Sarn Rayburn Tollway (State Highway 121); THENCE continuing with said south right-of-way line of Sale Rayburn Tollway (State Highway 121) as fellows: THENCE North 60°47'38" East, for a distance of 203.71 feet to a point for corner; THENCE North 58°l T36" 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°17'4`x" 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 Error! Unknow n document propert.N. name. DRAFT October 27, 2011 THENCE North 76°30'51 " East, for a distance of 92.27 feet to a point for corner; THENCE North 65°56'17" East, for a distance of 100.40 feet to a point for corner; THENCE North 64'1 Y39" 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°47'38" East, for a distance of 64.12 feet to a point for corner; THENCE North 15°47'17" East, for a distance of 73.27 feet to a point for comer; THENCE 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 comer; THENCE North 60°47'38" 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 comer; THENCE North 63°39'23" East, for a distance of 100.12 feet to a point for corner; THENCE North 64°47'53" East, for a distance of 10024 feet to a point for corner; THENCE North 66°30'16" East, for a distance of 201.00 feet to a point for comer; THENCE North 65°56'12" East, for a distance of 100.40 feet to a point for corner; THENCE North 66°30'16" East, for a distance of 100.50 feet to a point for comer; 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 comer; THENCE North 83°05'27" East, for a distance of 69.58 feet to a point for comer; 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 - Page 4 Error? Un norm document property name. DRAFT October 27, 2011 Exhibit A-3 Metes and Bounds Description of the Zone - Tract 3 BEING a 51.11 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 Creels 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 51.11 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 comer of said Sealy Spring Creep Partners tract, being 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 night-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 line of West Spring; Creek Parkway, for a distance of 265.52 feet to a point for comer, being the beginning of a non-tangent curve to the right having a radius of 970.00 feet, a central angle of 29Q 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 are distance of 494.83 feet to a point for comer; THENCE 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 comer 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 comer of Lot 1, Block A, Dings Ridge Addition, Phase Three, an addition to the City of Plano, as recorded in Cabinet X, Page 450, Plat 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 Block 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 comer 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.G.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 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 comer, Exhibit A-3 - Page 5 Error? Unknown document propertY name. DRAFT October 27, 2011 THENCE North 06°4329" 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°03'01 " 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 line of Sam Rayburn Tollway, for a distance of 254,35 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 60°52`09" East, continuing along said south right-of-way line, for a distance of 369.37 feet to the P01NT OF BEGINNING and CONTAINING 2,226,193 square feet or 51.11 acres of land, more or less. Exhibit A-3 - page 6 Error! Unknown document property name. c~ U.w x ~s 0 c ~ ~ a, W ~ c~ U 0 x 0 ~a c:> N fV N ,S] a c~ p Lam , v ' - zz M Q t ~ I I Fp \ r V r kl I Lei Cl- ~ f !~I ~I of d I 5 ~ I i, G^ 4 e!1 N fl 5-. Q3 ,-fl p >C C W ~ t3 v~ ..tip I 1 Q L W _ q Y b J ..i w 0 C4 C GS a a i DRAFT October 27, 2011 Exhibit C Public Works Project Casts Estimated 2012 Public Works Project Costs $157,353,001 Estimated 2017 Public Works Project Costs $77,315,297 Estimated 2031 Public Works Project Costs $62,500,000 Estimated Public Works Project Casts $297,168,298 Exhibit C - Page 1 Error! UnknoiNn document propcrtr €aacne. DRAFT October 27, 1 Exhibit C Estimated 2012 Public Works Project Costs Land: Public Right-of-Way & Structured Parking 40 ac, $6,117,648 Drainage/Detention 20 ac. $3,058,824 Municipal Building 3 ac. $458,822 Sub t; , 63 ac. $9,635,294 Site Work: Mass grading Wetland Mitigation/Detention Infrastructure: Utilities and Relocations Sub-total Drainage Roadways Track Signalization, Lighting and Signage Deceleration and 'T'urn Lane Improvements Intersection Improvements S.H. 121/Colony Blvd. Interchange $7,203,366 $1,228,300 $8,431,666 $9,69'2,000 $8,175,800 $7,988,800 $7,850,300 $1,892,000 $4,800,000 $18,720,000 Suva-total Public Darkling. $59,118,900 $35,050,000 $7,476,593 $5,125,417 ® 47,652,010 Surface and Structured Parking Circulation Roads Landsca -ng and Lif)hting Sub-t(; Municipal Building $4,140,000 Sub-total $4,14.0,0100 S" ^ Costs: Sub-total $28,375,131 Total 2012 roje 1 - :rave ent Costs $157,353,001 Exhibit C - Page 2 $28,3 75,131 Error! Unknomn doemnent property mane. DRAFT October 27, 2011 Exhibit C Estimated 2017 Public Works Project Costs Public Parking: Surface and Structured Parking $58,069,000 Landscaping and Lighting $2,82.3,683 Sub-total $60,892,683 Soft Costs. $16,422,614 Sub-total $16,422,614 Total 2417 rro jest Improvement Costs $77,315,297 Exhibit C Page 3 Error? Unknown document property name. DRAFT October 27, 2011 Exhibit D Total Estimated Cast of Facility and Related Development $9,635,294 $59,118,900 $8,431,666 $1.08,544,693 $4,140,000 S50,OOO,OOO $57,297,745 Subtotal- Warehouse and Distribution: Corporate Headquarters: Sub-Total: (including; land and soft costs) Entertainment/Tourism/Convention "Destination" Development: Theme Park Retail Restaurant sfEntert e ante Cat 14otels and Park Facilities Sub-Total: (including land and so costs) Traditional Development: Retail Restaurants Office Residential Sub-Total: (including land and soft casts) GRAND TOTAL Exhibit D - Page 1 S297,168,298 $165,153,753 $2,739,451 $167,893,204 $264,084,653 $81,590,509 $76,827,606 $175,521,241 $598,024,009 5221,995,473 $26,485,616 $56,312,726 S 172,317,656 $477,111,471 $1,540,196,982 Error! Unknown document property name. DRAFT October 27, 2011 Exhibit F Estimated Captured Appraised Value Calendar Facility Phase I & II Year Development Development Total Year 1 2014 $45,000,000 $20,000,000-00 $65,000,000 Year 2 2015 $115,000,000 $100,00o,000-00 $215,000,000 Year 3 2016 $117,300,000 $225,000,000.00 $342,300,000 Year 4 2017 $125,000,000 $788,000,000.00 $913,000,000 Year 5 2018 5127,500,000 $811,640,000.00 $939,140,000 Year 6 2019 $130,050,000 $835,989,200.00 $966,039,200 Year 7 2020 $132,651,000 $861,068,876.00 $443,719,876 YeFar8 2021 $135,304,020 $886,900,942.28 $1,022,204,962 Year9 2022 $138,010,100 $913,507,970.55 $1,051,518,071 Year 10 2023 $140,770,302 $940,913,209.66 $1,081,683,512 Year 11 2024 $143,555,708 $969„140,605.95 $1,112,726,314 Year 12 2025 5146,457,423 $998,214,824.13 $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 $1,059,006,106-92 $1,211,380,409 Year 15 2028 $155,421,789 $1,090,776,290-13 $1,246,198,079 Year 16 2029 $158,530,224 $1,123„499.578.83 $1,282,029,803 Year 17 2030 $161,700,829 $1,157,204,566.20 $1,318,905,395 Year 18 2031 $1.64,934,845 $1,191,920,703.19 $1,356,855,549 Year 19 2032 $168,233,542 $1,227,678,374.28 $1,395,911,867 Year 20 2033 $171,598,213 $1,264,508,674.01 $1,436,106,887 Year 21 2034 $175,030,177 $11302,443,934.23 $1,477,474,112 Year 22 2035 $1.78,530,781 $1,341,517,252.26 $1,520,048,033 Year 23 2036 $182,101,397 $1,381,762,769.82 $1,563,864,166 Year 24 2037 $185,743,424 $1,423,215,652-92 $1,608,959,077 Year 25 2038 $189,458,293 $1,465,912,122.51 $1,655,370,415 Year 26 2039 $193,247,459 $1.,509,889,486.18 $1,703,136,945 Year 27 2040 $197,112,408 $1,555,186,170.77 $1,752,298,579 Year 28 2041 $201,054,656 $1,601,841,755.89 $1,802,896,412 Year 29 2042 $205,075,749 $1.649,837,008.57 $1,854,972,758 Year 30 2043 $209,177,264 $1,699,393,918.82 $1,,908,571,183 Year 31 2044 $213,360,810 $1,750,375,736.39 51,963,736,546 Year 32 2045 $217,628,026 $1,802,887,008.48 $2,020,515,034 Year 33 2046 $221,980,586 $1.856,973,61834 $2,078,954,205 Year 34 2047 $226,420,198 $1,912,682,827.30 $2,139,103,025 Year 35 2048 $230,943,602 $1,370,063,312 $2,201,011,914 Year 36 2049 $235,567,574 $2,029,165,211 $2,264,732,785 Year 37 2050 $240,278;925 $2,040,040,168 $2,330,319,093 Year 38 2051 $245,084,504 $2,152,741,373 $2,397,825,877 Yea,- 39 2052 $249,986,194 .$2,195,796,200 $2,445,782:.394 Year 40 2053 $254,98a,918 52,239,712,124 $2,494,638.042 Exhibit F Page 1 Error' Unknowii document property name. DRAFT October 27, 2011 Exhibit E Economic Feasibility Study 'Y f-"tu Econom*c Feasit', - , ® ),-jsed - - cve,,'-,-7-.* pmEr i-- --,,:)j ect October 26, 2011 Prepared b-. fincsact Data- -)urce T= = 73-35 wv. tiJmpactda-:a~ 3urce.corr Exhibit E - Page 1 Error". Unknown document property name. DRAFT October 27, 2011 Economic Feasibil~ty Study ntro _.i-_'j[. L - - arthtS at: c: ` -ic, nr,TirC0iL-ny Cc r ` rWee c 'alated, I I his rr,~ nrt e trip r a i E?c^. alt ce, during its firs` 4 year= , Dc-;rr~ ton the rt Exhibit E - 'age 2 Error! Unknown document property auame, DRAFT October 27, 2011 Project I a Lire, =ir-_ `c - Su er Regional Ret,v" facility d ac tr€e c: t r_ a,; 1--,e firs', r . ara: pct-,.d to As.itth, - , j crc cr°€ ec the 4,... i thro_ r Visitors to TI' , ~svo..,. y '6 ~~.peCted TD b from both Cl"it" rior'tl"€ TcKas, reg r€ •ai°d other mnes. Phase I Related L'L'u , € f The° fclIowing are th,-- 0 cj a, ~ed cc °°~pnerrt:s of- e PhDSe I Related De eloop m ent: Destination seta i o7 al;prox -----ela _res, fie- ;h - - - Phase 11 Related Development The following are the lor€ ed tomponents of -i he Phase 11 Related Dt velopmert: Hote s, Exhibit E - Page 3 Error! Unknown document property name. DRAFT October 27, 1 ,pct c.,:v o t :c LYCd F _E~ U,J2t°,~ C Sj7C P, I ( or - r ,F .4 2,5_ $502 340 P__ 25:i $12 20 567.0 5 000 $49 225 Tzta1 $926.4 5„955,000 $692 1,115 A, SI'cb'a^`n abovi~f an t 2E nt coRS strut 9 ~,n Squa.re feet IDT iliX, J ='lCO4i }I£ - is aCk71ltIC33ii4' E IV f,- . 6sA7 Asia k [I ~ _ ~ 592 mflllon. Economic I ,~~t t Project's Construction Activities and Relates. 7- to be G c Sub- Economic Impacts r rt n rp Ct a'nJ Exhibit E Page 4 Error". Unknown document property name. DRAFT October 27, 2011 "Jmated eC l :rE=: 3(lLt of e C: S C £9atriPCtli' = 034 The $ flyaria Qw- 5J. Us 97 F, $320 $194 - M fi xes to be Caner@ted F'rDm Cns t% r ` 'ti i ;vs u rase eif c- . - r to p w _ _ t, s _ namq and taxable spe r':d construction; wcr e Exhibit E - Page 5 Error! Unknown document property name. DRAFT October 27, 2011 _ as-sale 3~ncr. ll t t_ r l~ i ;f -I he ~t<tc nYTrr« SIe. L. _ [_d D Yhr= PC'Wf f. l.. I =E:°j W. o c h C_ E Lr C,_ 4 t Total Exhibit E - Page 6 Error' Unknown document property name. DRAFT October 27, 2011 Eco, rr c ;act C ur' i' ct's First 40 Fears '.-t IL S Theo heproject, c cc anT!-,-, in C e ~ io r _o._r _ nesses, new s -nd ies, t 'Ls in tine t.ty. Economic Output, Jobs arc -s Tine~Econc SAIC 7~,5 . r-t s s ' that X it ~ . . _ ..::C't *S i~It'=. U i5 ol -.sP L ,r..$LG.e) Exhibit E Page 7 Erro ! Unknown document property name. DRAFT October 27, 2011 Other Economic Impacts The vahie of ¢ropa w. Total ;_eats t it >45 tile prt ax roe is Y"a year in $146 $44 1 Thc, r -t m add an estinioted ~ a cal `d, : rails, Exhibit E - gage 8 Error! Unknomi document property nanie. DRAFT October 27, 2011 Over zhe first 4 s r rs ---.-crate .c y and a2.7 biliio S treated at the $ tC; l Er f eSICie An estimated 6614 new resident_ tF Exhibit E - Page 9 Error! Unknown document propert!,° name. DRAFT October 27. 2011 Re tai,-Hess to be Generate L- [ I Its Workers Over t'ri First 40 Years -1 mug Revenues for-.-[S--t_--ic je_. c.. {_.r>. f T Ui4.%5 1a L`1- -1rSt J rtv:r P. ~f _-L 3 S _ $7,158 r _2 $ x.35 $ t», $242 $ 8 $2,44_' a9 $2 $38 S4,740 S4,762 Over the fiat 40, yew Di,` t . c. reve€ uct oa $9.5 billion t - Exhibit E Page 10 Error? Unknown document property name. DRAFT October 27, 2011 o,nduct of the Anc- y-SI Y is c_n arc- by surrttra l a. tax rates nild Some . _ a ilit, d:_ 3 n truction and o; the fjr;t 40 Years ccg stS..-., ~~I= for 7"C' Cj-orl P->_~ _50_MCe iS 3 Se i? old AuEt a-j' ar -,is, 'rrm. The a - 5e I c._orromic tact analysis.. H is -3~ ACaanD i st art his 3CC Mi r 4I1~ a ' Exhibit E - 'age 11 Error! Unknown document property name.