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HomeMy WebLinkAboutOrdinance No. 2011-1932CITY OF THE COLONY, TEXAS ORDINANCE NO. 2011-1932 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 Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, Cily (?f The Colony, Texas, dated November 8, 2011, approved by Ordinance No. 201 1-1925 adopted November 8 2011, 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 (7i1') 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, the City Council hereby finds and determines that the adoption of this Ordinance, approving the Development and Tax Increment Payment Agreement, 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, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Page I November 10, 2011 1775.010\23621 15 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 coiTect legislative findings and are adopted as part of this Ordinance for all purposes. SECTION 2. The City Council hereby approves the Development and Tax Increment Payment Agreement, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this Ordinance, or application thereto to any persons or circumstances, is held invalid or unconstitutional by a Court of competent jurisdiction. such holding shall not affect the validity of the remaining portions of this 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. Page 2 November 10, 2011 1775,010\23621.15 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 15""' DAY OF NOVEMBER, 2011 ° A TES ° Christie Wilson, City Secretary APPROVED AS TO FORM Jiff Moore; City Attorney Page 3 November 10, 2011 1775.010\23621 15 Exhibit A Development and Tax Increment Payment Agreement Page 4 November 10, 2011 177501()\23621 15 DEVELOPMENT AND TAX INCREMENT PAYMENT AGREEMENT This Development and Tax Increment Payment Agreement (this "Agreement") is entered into among the City of The Colony, Texas (the "City"), the Board of Directors (the "Board") of Tax Increment Reinvestment Zone Number One, City of The Colony, Texas (the "Zone"), The Colony Local Development Corporation (the "Corporation"), LMG Ventures, LLC and TXFM, Inc. (both referred to as the "Developer") to be effective November 15, 2011. The City, the Board, the Corporation, and the Developer are individually referred to as a "Party" and collectively as the "Parties." The City, the Board, and the Corporation are collectively referred to as the "Public Parties." SECTION 1. RECITALS 1.l WHEREAS, words and phrases used in this Agreement that have their initial letters capitalized shall have the meanings given to them in the introductory paragraph above, in these RECITALS, and in Section 2 unless the context in which a word or phrase is used clearly requires a different meaning. 1.2 WHEREAS, unless otherwise specified, all references to "Section" mean a section of this Agreement, and all references to "Exhibit" mean the exhibits attached to and made a part of this Agreement for all purposes; 1.3 WHEREAS, LMG Ventures, LLC is a Texas limited liability company, 1.4 WHEREAS, TXFM, Inc. is a Texas Corporation; 1.5 WHEREAS, the City is a home-male municipality of the State of Texas; 1.6 WHEREAS, the Corporation is a corporation created and controlled by the City as an instrumentality of the City pursuant to the provisions of (i) Subchapter D of Chapter 431, Texas Transportation Code, as amended, and (ii) to the extent required by the Transportation Code, Chapter 394, Texas Local Government Code, as amended; 1.7 WHEREAS, the Zone is a tax increment reinvestment zone created by the governing body of the City (the "City. Council") in accordance with the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as amended (the "Act"), by Ordinance No. 2011-1926 adopted November 8, 2011; 1.8 WHEREAS, in addition to creating the Zone, Ordinance No. 2011-1926 created the Board; 1.9 WHEREAS, on November 14, 2411, the Board (i) approved the Final Project and Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas (the "'Project and Finance Plan") for the Zone and (ii) recommended approval of the Project and Finance Plan to the City Council; Page I 1775.0 1 0\23621.16 1. 10 WHEREAS, on November 15, 2011, the City Council adopted Ordinance No. 2011-1929 which, among other things, approved the Project and Finance Plan; 1.11 WHEREAS, the Project and Finance Plan in the form approved by the Board and the City Council is attached as Exhibit A; 1.12 WHEREAS, the Act authorizes, and the Project and Finance Plan contemplates, the execution of a "Development Agreement" to implement the Project and Finance Plan; 1.13 WHEREAS, this Agreement is the "Development Agreement" contemplated by the Project and Finance Plan; 1.14 WHEREAS, the liability of the Public Parties under this Agreement is limited to amounts required to be deposited into the Tax Increment Fund; 1.15 WHEREAS, the incentives provided to the Developer under this Agreement are for the public purposes of (i) developing and diversifying the economy of the state; (ii) eliminating unemployment and underemployment in the state; (iii) developing and expanding commerce in the state; (iv) stimulating business and commerce within the Zone; and (v) promoting development and redevelopment within the Zone. 1.16 WHEREAS, the Public Parties have an interest in creating jobs and expanding the tax base which accomplish a public purpose; and 1.17 WHEREAS, the Public Parties have ensured that public will receive benefits for the incentives provided by: (i) imposing on the Developer performance standards and penalties for any failure to meet the standards; and (ii) restricting the use of land within the Zone. SECTION 2. DEFINITIONS "380 Incentive Program" is defined in the Project and Finance Plan. "Act" is defined in the Section 1.7 of the RECITALS. ""Agreement" means this Development and Tax Increment Payment Agreement, as amended. "Board" means the Board of Directors of the Zone. "City" means the City of The Colony, Texas. "City Council" is defined in Section 1.7 of the RECITALS. "City Tax Increment" is defined in the Project and Finance Plan. "Construction" is defined in Section 3.6. Page 2 1775.010\23621.16 "Corporation" means The Colony Local Development Corporation. ",County Tax Increment" is defined in the Project and Finance Plan. "Count Tax Increment Participation A eement" is defined in the Project and Finance Plan. "Debt Service Obligations" means, with respect to TIF Obligations and Private Debt, all amounts required to be paid in connection with such TIF Obligations or Private Debt including, but not limited to, principal, interest, debt service or similar reserves (not to exceed an amount equal to one year's principal and interest), capitalized interest, and costs and expenses required in connection with any trust indenture. "Developer" means LMG Ventures, LLC and. TXFM, Inc. "Economic Development Progt-ams" are defined in the Project and Finance Plan. "Economic Development Project Costs" are defined in the Project and Finance Plan. "Economic Development Projects" are defined in the Project and Finance Plan. "Economic Development Grants" are defined in the Project and Finance Plan. "Economic Feasibility Study" is defined in the Project and Finance Plan. "Effective Date" means November 15, 2011. "End User" means a business entity other than the Developer that obtains from the Public Parties any economic incentives available under this Agreement, which incentives are intended to be contributions to the capital of each business entity to cause the business entity to locate and operate within the Zone. "Facility" is defined in the Project and Finance Plan. "Full-Time Equivalent Jobs" are defined in the Project and Finance Plan. "Maximum Debt Limit" is defined in Section 5.2. "Party," and "Parties" are defined in the introductory paragraph of this Agreement. "Phase L" "Phase Il," and "Phase 111" as applied to the Related Development are defined in the Project and Finance Plan. "Private Debt" means any bonds, notes, loans, or other forms of indebtedness issued or obtained by the Developer to pay TIF Project Costs and secured by a collateral assignment of any payments made to the Developer from the Tax Increment Fund in accordance with the Act. Page 3 1775.01©123621.16 "Project and Finance Plan" is defined in the Section 1.9 of the RECITALS, which, for purposes of this Agreement, means the Project and Finance Plan effective as of November 15, 2011. "Public Parties" are defined in the introductory paragraph to this Agreement. "Public Works Project Costs" are defined in the Project and Finance Plan. "Public Works Projects" are defined in the Project and Finance Plan. "Qualified Costs" are defined in the Project and Finance Plan. "Related .Development" is defined in the Project and Finance Plan. "Sales Tax Increment" is defined in the Project and Finance Plan. "Tax Increment Fund" is defined in the Project and Finance Plan. "Term" means the term of this Agreement beginning on the Effective Date and continuing for the term of the Zone and for so long thereafter as may be necessary for the Parties to folly perform their obligations under this Agreement. "TIF Obligations" are defined in the Project and Finance Plan. "TIF Project Costs" are defined in the Project and Finance Plan. "Zone" means Tax Increment Reinvestment Zone Number One, City of The Colony, Texas. SECTION 3. OBLIGATIONS OF THE DEVELOPER 3.1 Public Works Projects. The Developer shall cause the Public Works Projects to be designed, constructed, and installed on a schedule determined by the Developer unless TIF Obligations are issued to fund such Public Works Projects, in which case the schedule for such design, construction, and installation shall be determined by the City and the Developer at the time of issuance. 32 Design, Construction and Installation of the Facilit . The Developer shall cause the Facility to be designed, constructed, and installed and opened for business to the public no later than December 31, 2015, subject to force majeure delays and delays approved by the City. The Developer shall cause at least $100,000,000 in Qualified Costs to be expended to design, construct, and install the Facility. On January I of the first calendar year after the Facility is completed and open for business to the public, the Facility will provide a minimum of 850 Full- Time Equivalent Jobs, at least fifty percent (50%) of which shall be offered to residents of the City and/or the County in a manner approved by the City. for business to the public, the Facility shall be maintained with other similar businesses of comparable size and quality. Page 4 From and after the Facility is opened and operated in a manner consistent 1775.01 Q123621.16 3.3 Phase I Related Development - Design Construction and Installation. The Developer or End Users will cause the Phase I Related Development to be designed, constructed, and installed, which development shall consist 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. The Phase I Related Development shall be completed and open for business to the public no later than December 31, 2020, subject to force majeure delays and delays approved by the City and subject to the provisions of Section 6.8.4. The Developer or End Users shall cause to be expended, in the aggregate, at least $50,000,000 in Qualified Costs to design, construct, and install the Phase I Related Development. From and after each Phase I business is opened for business to the public, the business shall be maintained and operated in a manner consistent with other similar businesses of comparable size and quality. 3.4 Phase II Related Development - Design Construction and Installation. The Developer or End Users will cause the Phase 11 Related Development to be designed, constructed, and installed, which development shall consist of improvements that will bring to the Zone additional retail and commercial uses. The Phase 11 Related Development shall be completed and open for business to the public no later than December 31, 2020, subject to force majeure delays and delays approved by the City and subject to the provisions of Section 6.8.5. The Developer or End Users shall cause to be expended, in the aggregate, at least $40,000,000 in Qualified Costs to design, construct, and install and open the Phase 11 Related Development for business to the public. From and after each Phase II business is opened for business to the public, the business shall be maintained and operated in a manner consistent with other similar businesses of comparable size and quality. 3.5 Phase III Related Development - Design, Construction and Installation. The Developer or an End User will cause the Phase III Related Development to be designed, constructed, and installed, which development shall consist of improvements that may 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. The Phase III "super retail store" 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 and subject to the provisions of Section 6.8.6. The Developer or End User shall cause to be expended at least $100,000,000 in Qualified Costs to design, construct, install, and open the Phase III 'super retail store" for business to the public. From and after the store is opened for business to the public, the store shall be maintained and operated in a manner consistent with other similar businesses of comparable size and quality. 3.6 Construction. The Public Works Projects, Facility, Phase I Related Development, Phase 11 Related Development, and Phase III Related Development shall be engineered, designed, constructed, installed, inspected, and (where applicable) dedicated to the City (such activities are hereinafter collectively referred to as "Construction") in accordance with all applicable laws, Page 5 1775.010\23621.16 ordinances, rules, and regulations of all governmental authorities with jurisdiction over the Construction. 17 Insurance. Engineers, architects, and contractors involved with Construction shall be required to maintain in effect at all times during Construction general liability insurance provided by insurers licensed to do business in Texas and providing coverages approved by the City (which approval shall not be unreasonably withheld) and naming each of the Public Parties as additional insureds. Evidence of such insurance coverage shall be provided to the City upon request, and no insurance shall be modified or cancelled without at least 30 days' prior written notice to the City. 3.8 Release and Indemnification. The Developer and End Users, together with the engineers, architects, and contractors involved with Construction, shall release, and use commercially reasonable efforts to cause their insurers to release, the Public Parties (and their respective elected and appointed officials, officers, and employees) from all claims which they or their insurers might have against the Public Parties arising from or in any way related to the Construction. In addition, the Developer and End Users, together with the engineers, architects, and contractors involved with the Construction, shall indemnify the Public Parties (and their respective elected and appointed officials, officers, and employees) from claims against them (and their respective elected and appointed officials, officers, and employees) that arise from or are in any way related to the Construction. This indemnification survives termination of this Agreement; however, this indemnity terminates: (i) if any of the Public Parties is in Default under this Agreement; or (ii) if any of the Public Parties fails to assert a claim of immunity that could otherwise be asserted in accordance with state law in the absence of an indemnification; or (iii) with respect to specific Construction if the claim arises more than two years after the specific Construction was completed. 3.9 Books and Records. The Developer shall at all times keep complete and accurate books and records in accordance with generally accepted accounting principles and shall allow any representative of the Public Parties, at all reasonable times and with at least three business days' prior notice, to examine and copy the books and records of the Developer that relate to this Agreement. SECTION . REIMBURSEMENT OF TI PROJECT COSTS. 4.1 Commencing on the Effective Date, and continuing for the term of the Zone or until TIF Obligations or Private Debt are issued, the Public Parties shall cause to be deposited into the Tax Increment Fund (or appropriate subaccount created therein by the City) the City Tax Increment and the County Tax Increment. Such funds in the Tax Increment Fund shall only be used to reimburse the Developer for TIF Project Costs until TIF Obligations or Private Debt are issued. 4.2 The Public Parties agree to reimburse the Developer for TIF Project Costs from the Tax Increment Fund. None of the Public Parties shall take any actions the effect of which would be to reduce or adversely affect the City Tax Increment or the County Tax Increment or otherwise reduce or adversely affect the timely deposit of funds into the Tax Increment Fund or Page b 1775.0' 10\23621.16 held in the Tax Increment Fund. The Tax Increment Fund shall only be used to pay TIF Project Costs in accordance with this Agreement, the Project and Finance Plan, and the Act. 4.3 The Developer will present to the City Manager of the City not more frequently than monthly invoices evidencing expenditures for TIF Project Costs (including supporting documentation and engineering certifications reasonably requested by the City Manager). The City Manager shall review the expenditures and shall approve or deny them on behalf of the Public Parties within fifteen (I5) days (which approvals shall not be unreasonably withheld). If the City Manager tapes no action within such 15-day period, the invoices shall be deemed approved. Invoices that have been approved by the City Manager or that are deemed approved shall be paid to the Developer from the Tax Increment Fund within fifteen (15) days after the end of the next calendar month. The Parties will use all reasonable efforts to resolve disputes within thirty (30) days, after which time period the Developer may pursue its remedies under this Agreement. 4.4 Notwithstanding any other provision of this Section 4, the first costs to be paid from the Tax Increment Fund will be the actual administration costs for the Zone. SECTION 5. FINANCING TIF PROJECT COSTS. 5.1 TIF Obligations, Private Debt. When the Developer desires to fund TIF Project Costs with the proceeds of TIF Obligations, the Developer shall deliver a written request to the Public Parties describing the TIF Project Costs to be paid from the proceeds of the TIF Obligations. The Public Parties shall approve the issuance of the requested TIF Obligations (which approvals shall not be unreasonably withheld) provided: (i) the TIF Project Costs to be paid from the proceeds of the TIF Obligations are consistent with the Project and Finance Plan and the Act, (ii) there are sufficient revenues from the Tax Increment Fund to pay Debt Service Obligations on the requested TIF Obligations or the Parties have agreed upon a credit enhancement that will permit the TIF Obligations to be issued; and (iii) capitalized interest does not exceed the period of construction of the Facility plus 12 months. If the Public Parties do not authorize issuance of the requested TIF Obligations within sixty (60) days after the request is made, or if the requested TIF Obligations are not or cannot be issued by the Public Parties within six (6) months after the request is made, and provided the request and proposed use of proceeds from the TIF Obligations are consistent with the Project and Finance Plan and the Act, then the Developer may withdraw its request for the issuance of TIF Obligations and issue Private Debt on terms acceptable to the Developer to pay the TIF Project Costs. 5.2 Maximum Debt Limit. If TIF Obligations are issued to pay TIF Project Costs as requested by the Developer, the maximum aggregate principal amount of TIF Obligations shall be $489,400,000 (the "Maximum Debt Limit"). If the Phase Ill "super retail store" agrees to open within the Zone, the Maximum Debt Limit will increase to $644,800,000. If the Developer issues Private Debt, the Maximum Debt Limit without the Phase Ill "super retail store" shall be increased to $611,750,000, and with the "super retail store" shall be increased to $806,000,000. 5.3 TIF Obligations. For so long as any TIF Obligations remain outstanding, (i) the City Tax Increment and the County Tax Increment shall be promptly deposited into the Tax Page 7 1775.01 0123621.16 Increment Fund each year, and (ii) ninety percent (90%) of the Sales Tax Increment shall be promptly deposited into the Tax Increment Fund monthly until the balance in the Tax Increment Fund for such year is sufficient to pay all Debt Service Obligations for such year on the outstanding TIF Obligations and sufficient to pay any "shortfall amounts" by which the Debt Service Obligations for TIF Obligations for any prior year exceeded the balance in the Tax Increment Fund for the year. If for any given year the balance in the Tax Increment Fund is sufficient to pay all Debt Service Obligations for such year on outstanding TIF Obligations, and sufficient to pay any "shortfall amounts," then for the remainder of such year (A) the City Tax Increment and the County Tax Increment shall continue to be promptly deposited into the Tax Increment Fund; however, (B) none of the remaining Sales Tax Increment shall be deposited into the Tax Increment Fund. If all TIF Obligations have been paid in full, the City Tax Increment and the County Tax Increment shall continue to be promptly deposited into the Tax Increment Fund; however, none of the Sales Tax Increment shall be deposited into the Tax Increment Fund unless additional TIF Obligations are subsequently issued, in which case the percentage of the Sales Tax Increment promptly deposited into the Tax Increment Fund shall again be ninety percent (90%) to pay Debt Service Obligations and "shortfall amounts" for the additional TIF Obligations as described above in this Section 53. The provisions of this Section 5.3 are subject to, and do not affect the application of, the provisions of Section 5.4. 5.4 Private Debt. For so long as any Private Debt remains outstanding, the City Tax Increment, County Tax Increment, and ninety percent (90%) of the Sales Tax Increment shall be promptly deposited into the Tax Increment Fund and paid to reimburse the Developer for TIF Project Costs. The Developer shall use the revenue stream from such payments from the Tax Increment Fund to pay Debt Service Obligations on outstanding Private Debt and to pay "shortfall amounts," if any, by which the Debt Service Obligations for the Private Debt for any prior year exceeded the revenue stream from such payments from the Tax Increment Fund for such year. If in any given year such payments to the Developer from the Tax Increment Fund exceed the amount needed by the Developer to pay Debt Service Obligations for such year on outstanding Private Debt plus prior year "shortfall amounts," if any, then for the remainder of such year (A) the City Tax Increment and the County Tax Increment shall continue to be promptly deposited into the Tax Increment Fund to pay TIF Project Costs; however, (B) none of the remaining Sales Tax Increment shall be deposited into the Tax Increment Fund. When all Private Debt, together with "shortfall amounts," if any, have been paid in full, the City Tax Increment and the County Tax Increment shall continue to be promptly deposited into the Tax Increment Fund to pay TIF Project Costs; however, none of the Sales Tax Increment shall be deposited into the Tax Increment Fund at the levels set forth above for payment directly to the Developer unless additional Private Debt is issued, in which case the Tax Increment Fund from which the Developer will be reimbursed for TIF Project Costs will again include ninety percent (90%) of the Sales Tax Increment as described in this Section 5.4. The provisions of this Section 5.4 are subject to, and do not affect the application of, the provisions of Section 5.3. 5.5 Account Balance upon Termination. Any balance remaining in the Tax Increment Fund upon expiration of the Term of the Zone that is not otherwise legally committed to pay TIF Project Costs shall be returned to the City and the County as required by the Act. Page 8 1775.010\23621.16 SECTION . OBLIGATIONS OF THE PUBLIC PARTIES. The Public Parties shall pay the following TI:F Project Costs (all of which the Public Parties have determined serve a public purpose) from the Tax Increment Fund in accordance with this Agreement, the Project and Finance Plan, and the Act. Any other use of the Tax Increment Fund is prohibited. 6.1 Public Improvements. The Public Parties agree to pay from the Tax Increment Fund the following estimated costs: (i) $57,680,000 for the 2012 Public Works Project Costs shown on Exhibit C to the Project and Finance Plan; (ii) $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; (iii) $1,200,000 for public surface parking and related circulation roads, landscaping, and lighting; and (iv) $34,800,000 for public structured parking and related circulation roads, landscaping, and lighting. The Public Parties also agree to pay (A) approximately $121,895,947 for the 2017 Public Works Project Costs shown on Exhibit C to the Project and Finance Plan consisting of a municipal building and additional public parking, circulation roads, landscaping, and lighting, and (13) approximately $62,500,000 for the 2031 Public Works Project Costs shown on Exhibit C to the Project and Finance Plan consisting of public roadway and parking reconstruction. 6.2 Facility. The Public Parties agree to pay from the Tax Increment Fund the Economic Development Project Costs in the estimated amount of $91,300,000 to pay Qualified Costs allocable to the design, construction and installation of approximately 546,000 square feet of retail space as part of the Facility. 6.3 Land. The Public Parties agree to pay from the Tax Increment Fund the Economic Development Project Costs in the estimated amount of $44,100,000 to pay Qualified Costs for the acquisition of approximately 307 acres to be developed within the Zone. 6.4 Phase I Related Development. The Public Parties agree to pay from the Tax Increment Fund the Economic Development Project Costs in the estimated amount of $69,000,000 to pay Qualified Costs allocable to the design, construction, and installation of the Phase I Related Development described in Section 3.3. 6.5 Phase II Related Develo went. The Public Parties agree to pay from the Tax Increment Fund the Economic Development Project Costs in the estimated amount of $57,000,000 to pay Qualified Costs allocable to the design, construction, and installation of the Phase 11 Related Development deseribed in Section 3.4. 6.6 Phase III Related Development. The Public Parties agree to pay from the Tax Increment Fund the Economic Development Project Costs in the estimated amount of $250,000,000 to pay Qualified Costs allocable to the design, construction, and installation of the Phase III Related Development described in Section 3.5. 6.7 Economic Development Programs and Economic Development Grants. 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 the Project and Finance Plan, Page 9 1775.010\23621.16 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, (1) programs to make grants of land, buildings, parking, and Economic Development Projects in the Zone, 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 Zane. Section 10 of the Project and Finance Plan is intended to be an economic development program authorized by Section 311.010(h) and by Article III, Section 52-a of the Texas Constitution, as amended. Development 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 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 are intended as contributions to the capital of businesses to provide an incentive for the businesses to locate to and operate within the gone. 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. The Public Parties agree to implement the following Economic Development Programs and make the following Economic Performance Grants to the extent permitted by law and to the extent such programs have not otherwise been funded:. 6.7.1 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, 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 Public Parties may determine. 6.7.2 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. 6.7.3 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 to be developed within the Zone. 6.7.4 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 design, construction, and installation of the Phase I Related Development described in Section 3.3.1. Page 10 1775.010\23621.16 6.7.5 Economic Development Program to facilitate development of the Phase lI Related Development by providing an Economic Development Grant in the estimated amount of $57,000,000 to pay Qualified Costs allocable to the design, construction, and installation of the Phase II Related Development described in Section 3.4.1. 6.7.6 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 design, construction, and installation of the Phase III Related Development described in Section 3.5.1. 6.8 Performance Standards. The Economic Development Programs and Economic Development Grants described in Section 6.7 are subject to the performance standards described in Sections 6.8.1, 6.8.2, and 6.8.3. The Economic Development Program and Economic Development Chant described in Section 6.7.4 for Phase I Related Development are additionally subject to the Phase I performance standards set forth in Section 6.8.4. The Economic Development Program and Economic Development Grant described in Section 6.7.5 for Phase 11 Related Development are additionally subject to the Phase Il performance standards set forth in Section 6.8.5. The Economic Development Program and Economic Development Grant described in Section 6.7.6 for Phase III Related Development are additionally subject to the Phase III performance standards set forth in Section 6.8.6. Except as provided in this Section 6.8, the Economic Development Programs and Economic Development Grants described in this Agreement are not subject to any other performance standards. The Public Parties have determined that satisfaction of the performance standards set forth in this Section. 6.8 will further the public purpose of developing and diversifying the economy of the Zone, will stimulate business and commercial activity in the Zone, and will help eliminate unemployment and underemployment in the Zone. 6.8.1 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 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: (1) FIRST be applied to reduce the Maximum Debt Limit for TIF Obligations and Private Debt, and (ii) SECOND, after giving effect to such reductions, 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. 6.8.2 Qualified Costs of the Facility. 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 applied to reduce the Maximum Debt Limit for TIF Obligations and Private Debt; and (ii) SECOND, after giving effect to such reductions, 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. 6.83 Full-Time Jobs. On January I of the first calendar year after the Facility is completed and open for business to the public, the Facility will provide employment for a minimum of 850 Full-Time Equivalent Jobs. If the Facility does not provide the required Page I 1 1775.010123521.16 minimum number of Full-Time Equivalent .lobs, an amount equal to $5,000 for each job that is not provided shall: (i) FIRST be applied to reduce the Maximum Debt Limit for TIF Obligations and Private Debt, and (ii) SECOND, after giving effect to such reductions, 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. 6.8.4 Construction of Phase I Related Development. At least $50,000,000 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 applied to reduce the Maximum Debt Limit for TIF Obligations and Private Debt; and (ii) SECOND, after giving effect to such reductions, 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 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 Related Development is late in opening shall: (A) FIRST be applied to reduce the Maximum Debt Limit for TIF Obligations and Private Debt; and (B) SECOND, after giving effect to such reductions, the reminder 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. 6.8.5 Construction of Phase II Related Development. At least $40,400,000 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 force majeure delays and delays approved by the City. If less than such amount of Qualified Costs is expended on the Phase lI Related Development, the amount of the deficiency shall: (i) FIRST be applied to reduce the Maximum Debt Limit for TIF Obligations and Private Debt; and (ii) SECOND, aver giving effect to such reductions, 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 Related Development is not completed and open for business by such date, an amount equal to $25,000 for each month that the Phase lI Related Development is late in opening shall: (A) FIRST be applied to reduce the Maximum Debt Limit for TIF Obligations and Private Debt; and (B) SECOND, after giving effect to such reductions, 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, 6.8.6 Construction of Phase III Related Develo znent. 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 Related Development, the amount of the deficiency shall: (i) FIRST be applied to reduce the Maximum Debt Limit for TIF Obligations and Private Page 12 1775.0 Debt; and (ii) SECOND, after giving effect to such reductions, 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 for each month that the Phase III Related Development is late in opening shall: (A) FIRST be applied to reduce the Maximum Debt Limit for TIF Obligations and Private Debt; and (B) SECOND, after giving effect to such reductions, 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. 6.8.7 Forfeiture of TIF Project Costs. The reductions in the Maximum Debt Limit described in Sections 6.8.1 through 6.8.6, inclusive, shall constitute a permanent forfeiture of the right of the Developer to be reimbursed or paid for TIF Project Costs in an amount equal to the debt limit reductions. If the failure to satisfy the performance standards described in Sections 6.8.1 through 6.8.6, inclusive, occurs after the applicable Maximum Debt Limits have been reached (and provided the reductions have not been deducted from the 380 Incentive Program or from any other legally available funds owed by the City to the Developer), then the amount of the reductions shall constitute a permanent forfeiture of the right of the Developer to be paid or reimbursed for future TIF Project Costs. 6.9 Collection and Payment. The Public Parties shall continuously collect the County Tax Increment pursuant to the County Tax Increment Participation Agreement to the maximum extent permitted by the Act. None of the Public Parties will permit a reduction in the County Tax increment or an amendment to the County Tax Participation Agreement that would reduce or adversely affect the County Tax Increment. The City will not dissolve the Corporation or fail to collect the County Tax Increment until the TIF Obligations and Private Debt have been paid in full. The Public Parties will mare all payments required by this Agreement directly into the Tax Increment Fund, without counterclaim or offset. 6.10 Obligations Absolute. The obligation of the Public Parties to male the payments set forth in this Agreement from the Tax Increment Fund are absolute and unconditional, and until such time as this Agreement, all TIF Obligations, and all Private Debt have been performed and filly paid or otherwise satisfied or adequate provision for payment thereof has been lawfully made, none of the City, the Board, or the Corporation will suspend or discontinue any deposits or payments provided for in this Agreement and none of them will not terminate this Agreement for any cause. SECTION 7. ADDITIONAL PROVISIONS. 7.1 Assignment in Whole or in Part. The Developer has the right to assign this Agreement in whole, including all obligations, rights, title, and interests of the Developer under this Agreement, and to assign this Agreement in part, with respect to any obligations of the Developer under this Agreement, to any affiliate (i.e., an entity that controls, is controlled by, or is under common control witlx the Developer) without the consent of the Public Parties provided. Page 13 1'775.010123621.16 the assignment is consistent with the Project and Finance Plan. The Developer has the right to assign this Agreement in whole, including all obligations, rights, title, and interests of the Developer under this Agreement, and to assign this Agreement in part with respect to any obligations of the Developer under this Agreement, to any other person or entity with the written consent of the City (which consent shall not be unreasonably withheld provided said assignment is consistent with the Project and Finance Plan, and which consent shall be deemed to have been given if the City does not respond to a request for consent within sixty (60) days after the request is made). All assignments shall be in writing executed by the Developer and the assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. A copy of each assignment shall be provided to the Public Parties within thirty (30) days after execution. From and after such assignments, the Public Parties agree to look solely to the assignee for the performance of all obligations assigned to the assignee and agree that the Developer shall be released from subsequently performing the assigned obligations and from any liability that results from the assignee's failure to perform the assigned obligations. An assignment to an End User shall include information about the End User for purposes of the notice provisions of this Agreement. None of the Public Parties may assign this Agreement, in whole or in part, or any of their respective rights, title, or interest under this Agreement. An End User may not assign, in whole or in part, any of its rights, title, or interests in this Agreement without the prior written consent of the Developer. 7.2 Assignment of Certain Rights. 7.2.1 Notwithstanding the provisions of Section 7. 1, the Developer has the right to assign this Agreement, in part with respect to any rights of the Developer to be reimbursed or paid for Project Costs as provided in this Agreement, to any person or entity without the consent of the Public Parties provided the assignment is consistent with the Project and Finance Plan. All assignments shall be in writing executed by the Developer and the assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the rights being assigned. A copy of each assignment shall be provided to the Public Parties within thirty (30) days after execution. From and after such assignment, the Public Parties agree to look solely to the assignee for any performance related to the assigned rights and agree that the Developer shall be released from such performance and from any liability that results from the assignee's failure with regard to such performance. An assignment to an End User shall include information about the End User for purposes of notice under this Agreement. The partial assignments of rights authorized by this Section 7.2, when considered together with other similar assignments of rights by the Developer under separate incentive agreements between the Developer and The Colony Community Development Corporation or The Colony Economic Development Corporation, shall not involve more than a total of five different End Users, and thereafter all partial assignments of rights shall require the written consent of the City (which consent shall not be unreasonably withheld provided said assignment is consistent with the Project and Finance Plan, and which consent shall be deemed to have been given if the City does not respond to a request for consent within sixty (60) days after the request is made). A simultaneous assignment to the same End User of rights under this Agreement and rights under any other agreement that provides Page 14 1775.010\23621.16 economic development incentives to the Developer that are related to the development of property in the Zone and that involves the City, The Colony Community Development Corporation, or The Colony Economic Development Corporation shall be considered a single assignment for purposes of applying the five-assignrent limit imposed by this Section 7.2.1. 7.2.2 The Developer and any End User that is a Party shall have the right to collaterally assign, pledge, or encumber, in whole or in part, to any lender as security for any loan to the Developer or End User in connection with development within the Zone, all right, title, and interest of the Developer or End User to receive payments under this Agreement. Such collateral assignments (i) shall not require the consent of the Public Parties, (ii) shall require notice to the Public Parties together with full contact information for such lenders, (iii) shall not create any liability for any lender under this Agreement by reason of such collateral assignment unless the lender agrees, in writing, to be bound by this Agreement, and (iv) may give lenders the right, but not the obligation, to cure any failure of the Developer or End User to perform under this Agreement. No collateral assignment shall relieve the Developer or End User from any obligations or liabilities under this Agreement. 7.3 Default, Remedies. 7.3.1 If any Party fails to perform any material covenant required by this Agreement, any other Party may give written notice of such failure to the non-performing Party, which notice shall describe in reasonable detail the nature of the failed performance. If the non-performing Party does not cure or remedy the failed performance within a reasonable period of time after the notice is given (taking into consideration the nature of the failed performance; but in no event more than thirty (30) days after the notice is given), then the non-performing Party shall be in "Default" under this Agreement. 7.32 In addition to the Defaults described in Section 7.3.1, the Developer and End Users shall be in Default if the Developer or an End User becomes delinquent in the payment of any ad valorem taxes or sales taxes owed to the City and such delinquencies, including penalties and interest, are not paid in full within sixty (60) days after written notice is given. If the Developer or an End User is in Default under this Section 7.3.2, the City may pursue any remedies available at law or in equity (excluding termination of this Agreement) including, but not limited to, exercise of the right of off-set against any amounts to which the Developer or an End User may be entitled under this Agreement. 7.3.3 If the Developer or an End User is in Default with respect to the performance standards described in Sections 6.8.1 through 6.8.6, inclusive, the sole and exclusive remedies are set forth in such sections and in Section 6.8.7. 73.4 Except as provided in Section 7.3.2 and Section 7.3.3, if the Developer or an End User is in Default, the sole and exclusive remedy of the other Parties is to enforce specific performance of this Agreement. Page 15 1775.010\23621.16 7.3.5 If any of the Public Parties is in Default, the sole and exclusive remedies of the Developer and End Users are: (i) to enforce specific performance of this Agreement; and (ii) to exercise those rights recorded against real property in the Zone to secure performance by the Public Parties under this Agreement, including, rights under any (1) covenants, conditions and restrictions; (2) easements; (3) transfer documents that include a determinable interest, reversion, or other similar right; or (4) a deed of trust to secure performance. 7.3.6 No Default by any Party shall entitle any other Party to terminate this Agreement. 7.4 Notices. Any notice or other communication required or permitted by this Agreement (a "Notice") is effective when in writing (i) and personally delivered by any nationally recognized delivery service such as FedEx or UPS, or (ii) three (3) days after the Notice is deposited with the U.S. Postal Service, postage prepaid, CERTIFIED MAIL with return receipt requested, and (iii) and when addressed as follows or, in the case of a change of address, as provided in a Notice notifying the other Parties of such address change: To the Revelnper: LMG Ventures, LLC Glast, Phillips & Murray: c/o Mark Murray 14801 Quorum Drive, Suite 500 Dallas, TX 75254 TFM, Inc. Glast, Phillips Murray: c/o Mark Murray 14801 Quorum Drive, Suite 500 Dallas, TX 75254 With a copy to: Glast, Phillips & Murray: c/o Thomas Rosen 14801 Quorum Drive, Suite 500 Dallas, TX 75254 Shupe Ventura Lindelow & Olson, PLLC: c/o Misty Ventura 9406 Biscayne Blvd. Dallas, TX 75218 To the City: The City of The Colony, Texas 6800 Main Street The Colony, Texas 75056 Page 16 1775.010\23621.16 With a copy to: Brown and Hofineister, LLP: c/o Jeff Moore 740 East Campbell Road, Suite 800 Richardson, TX 75081 To the Board.: Board of Directors Tax Increment Reinvestment Zone Number One, City of The Colony, Texas 6800 Main Street The Colony, Texas 75056 With a copy to: Brown and. Hofineister, LLP: c/o Jeff Moore 740 East Campbell Road, Suite 800 Richardson, TX 75081 To the Corporation: The Colony Local Development Corporation 6800 Main Street The Colony, Texas 75056 With a copy to Brown and Hofineister, LLP: c/o Jeff Moore 740 East Campbell Road, Suite 800 Richardson, TX 75081 7.5 Applicable Law and. Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the Parties created. hereunder are performable in Denton County, Texas. Venue for any action arising under this Agreement shall lie in the state district courts of Denton County, Texas. 7.6 Binding Obligation, Entire A cement, Amendments. This Agreement is binding upon the Parties and their assignees as permitted by this Agreement and to the extent provided in any assignment. This Agreement constitutes the entire understanding and agreement of the Parties as to the matters set forth in this Agreement and supersedes all prior agreements and understandings whether oral or in writing. Except as provided in this Section 7.6, no amendment to this Agreement shall be effective unless the amendment is in writing and is signed by the Party or Parties sought to be bound by the amendment. This Agreement shall be automatically amended to add as a Party each End User that executes an assignment permitted by this Agreement, provided, however, the End User will only be considered a Party for the limited purposes set forth in the assignment. Page 17 1775.010\23621 .16 7.7 Countemarts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original and all of which, when taken together, shall constitute a single document. 7.8 Force Majeure. If the performance by any Party of its obligations under this Agreement is delayed due to unexpected circumstances beyond the reasonable control of such Party, then such Party shall be excused from performance during the period that such circumstances continue so long as such Party is diligently and continuously seeking to eliminate the circumstances or otherwise resume performance in spite of such circumstances. 7.9 Severability. If a court finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render the provision invalid or unenforceable as to any other persons or circumstances. To the extent feasible, any provision found to be invalid or unenforceable shall be deemed to be modified to be valid and enforceable; however, if the provision cannot be so modified, it shall be stricken from this Agreement, and all other provisions of this Agreement shall remain valid and enforceable and unaffected by the stricken provision. 7.10 Undocumented Workers. The Developer certifies (and shall cause each End User and each assignee to certify) that it does not and will not knowingly employ an undocumented worker (in accordance with Chapter 2264 of the Texas Government Code, as amended) in connection with the performance of any of their respective obligations under this Agreement. If during the Tenn of this Agreement, the Developer, an End User, or an assignee is convicted of a violation under 8 U.S.C. § 1324a(f), the Developer, End User, or assignee that is convicted shall repay the amount of the public subsidy provided under this Agreement as required by law. Pursuant to Section 2264.101, Texas Government Code, a business is not liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with whom the business contracts, 7.11 Exhibits. The Project and Finance Plan is attached hereto as Exhibit A and is the only exhibit attached to this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. CITY: Page 18 1775.0 10\23621 .16 A77 AS TO FORM: Jeff Moore, ity Attorney Page 19 1775.010\23621-16 BOARD. Board of Directors of Tax Increment Reinvestment Zone Number One, City of The Colony, Texas B y:., /7 m _ ;Pre ent ATTEST. 4 Secretary Board of Directors of Tax Increment Reinvestment Zone Number One, City of The Colony, Texas Page 20 1775.010`23621.16 CORPORATION: The Colony Local Development Corporation a Texas non-profit corporation / 13y President J r ATTEST: Secretary The Colony Local Development Corporation Page 21 1775.0 1 0\23621.16 DEVELOPER: Page 22 1775.010',23621,16 Exhibit A Proicct and Finance Plan Page 23 1775,010\23621 36 FINAL PROJECT AND EREINVESTMENT L FTAX INCREMENT REINVESTMENT ZONE NUNMER ONE, CITE' F T COLONY, TEXAS November 15, 2011 1.1 Defined Terms., Words and phrases with their initial letters capitalized that are used in, but not defined in, this Section l are defined in Section 2. Unless otherwise specified, all references to "Section" mean a section of this final Project and Finance plan. 1.2 TIP Proiects 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 axone; 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 "TIP I'ro_ject Costs"') from all or a portion of. (A) increased ad valorem taxes collected by the City and other participating taking 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 an area as Tax Increment Reinvestment Zone Number; One, 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 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 Zane a mixed-use facility on approximately 40 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 546,004 square feet for retail sales to the general public (the "Faclity"); 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 fallowing:. (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, 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 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 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 Zane 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 goveming 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 rewire, as part of the TIF Projects the following "Public Works Projects": (i) 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 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 Protects. 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 Related 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 purchase approximately 307 acres within the Zone that 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 'done a second "super retail store", all as described in Section 9 (the "Economic Development Pro ects"). 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 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 311.010(h) of the Act and by Article 111, Section 52-a, Texas Constitution, as amended. 1.8 Sale of Certain Economic Development Projects. 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 Plan 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. 1.9 Acquisition of Real-Prop . atyThe 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 (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. 2. DEr I't VJONS.. Words or phrases used in this Final Project and Finance Plan that have their initial lettes 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" means that 380 incentive program approved by Ordinance No. 2011- 1935 adopted as part of the City's Comprehensive Economic Development Policy. "431 Cg oration" means a local government corporation created and controlled by the City as an instrumentality of the City pursuant to Subchapter D, Chapter 431, 'T'exas 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 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 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. "County" means Denton County, Texas. "County Tax Increment Participation Agreement" 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 Propyams" 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" is defined in Section 8. "Facility" is defined in Section 1.3. "Final Protect and Finance 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 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 8. "Phase III" is defined in Section 8. "Preliminary Finance Plan" means the Preliminary Reinvestment Zone Financing Plan for Tax Increment Reinvestment Zane Number One, City of The Colony, Texas, dated November 8, 2011. Page 7 1775.0 "Public Works Project Costs" are defined in Section 6.5. "P"ublic 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 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 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 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: (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 Obli ations" are defined in Section 15. 6.1.1 Site Improvements. Site improvements include mass grading of all the land within the Zane to create buildable pad sites and generate earthen fill to elevate low 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 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 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 Drainne, 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 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 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 Mana eg nient. 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 Projcct 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; 6.5.3 $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 1775.010\24144,10 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 Plan. 7. ESTIMATED NON-PROJECT COSTS. The Developer estimates that the total cost to develop the Facility and Phases I and 11 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 Related 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. ECd31`t(YMIC 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 Zane and implementation of the tax increment financing described in this Final Project and Finance Plan. 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 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 "`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 Mixed-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 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" required by the Act. A summary of the Economic Feasibility Study is attached as Exhibit E. Key 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 be updated before undertaking the Phase III Economic Development Projects described in Section 9,1.5 or the Phase III Economic Development Programs described in Section 10.1.6. 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 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 Impacts. It is estimated that during the term of the Zone, the F"acil"ity and Phase I and Phase If 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 seven percent (7°la) 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 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 III, Section 52(a), Texas Constitution, as amended. 4.1.1 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 be developed in accordance with this Final Project and Finance Plan. 9.1.3 To facilitate development of the Phase 1 Related 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 'g'one 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 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. 106 ECONOMIC DEVELOPMENT PROGRAMS D 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 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 discussed in Section 6.2, and Economic Development Projects in the Zone, and (ii) programs to make grants of any lawfully available money from the 'fax 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 Board 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 111.1,1 - 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 gone, 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 Beard 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. 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 Coasts 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. 1.5 Economic Development Program to facilitate development of the Phase II 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". 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 1 performance standards set forth in Section 10.2.4. The Economic Development Program and corresponding Economic Development Grant described in Section 1.0.1.5 for Phase II 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 o 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 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. c rements. At least $100,000,000 in Qualified Costs 1 0.2.2 Qualified Cost Re ui 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 Program or from any rather legally available funds owed by the City to the Developer, excluding funds required to pay TIF Obligations. 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-Titre Equivalent Jobs. If the Facility does not provide the required minimum number of Full-'lime Equivalent Jobs, an amount equal to $5,000 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 awed by the City to the Developer, excluding funds required to pay TIF Obligations. 10.2.4 Construction of Please I Related Development. At least $50,000,000 in Qualified Costs wbl 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 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 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 Related Development is late in opening shall: (A) FIRST, be forfeited as provided in the Development Agreement; and (B) 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. 10.2.5 Construction of Phase II Related Development. 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 "force majeure" delays and delays approved by the City. If less than such amount of Qualified Costs is expended on the Phase II 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 owned by the City to the Developer, excluding funds required to pay TIF Obligations, If the Phase 11 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 Related Development is late in opening shall: (A) FIRST, be forfeited as provided in the Development Agreement; and (B) 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. 1.0.2.6 Construction of Phase III Related Development. 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 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 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 for each month that the Phase III Related Development is late in opening shall: (A) FIRST, be forfeited as provided in the Development. Agreement; and (B) 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. 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 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 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. 2012 $77,800,000 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 $31,250,000 TOTAL., $802,386,000 11 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 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 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 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. 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 (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. 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 0th 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 Final Project and 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, Focal 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 (50%) of the jobs will first be offered to residents of the City or the County. 19. LIST OF EXHIBITS. Unless otherwise stated, all references to "Exhibits" contained in this Final Project and Finance Plan 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 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 and Related Development Exhibit E. Economic Feasibility Study Exhibit F. Estimated Captured Appraised Value - Facility and Phases I and 11 of Related Development. Exhibit G. Estimated Captured Appraised Value - Facility and Phases I, 11, and III of Related Development. s Q z a~ ca W 0 d3 a Th F^~N ;gp F, LLJ r f r a FZ Exhibit A-3 Metes and Bounds Description of the Zone - Tract 1 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, 'T'exas, and being part of a tract of land described as Tract lI 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 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 corner, being the intersection of the south right-of-way line of State Highway 121 (a variable width R.O.N.) 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°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-of-way line and following along. said north line of CB/'little 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 00'25'18" `hest, 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 corner; 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 1775.010'241x+ 9 Exhibit A-3 Metes 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 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 McKarny 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 corner of said 377.68 acre tract, being the intersection of the south right-of-way line of Sarre 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); WHENCE 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; 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 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 1775.010\24144 9 corner, being in the northerly right-of-way line of Plano Parkway (a 100 foot R.Q.W.), and being the beginning ofa non-tangent curve to the left leaving 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 Read as fellows: 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" West, 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 40'14'10" 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 corner, being the most southerly point of a corner-clip with said south right-of- way line of Sarre 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 Sarre 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°17'36" 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°17'42" 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 1775.01OU4144 9 THENCE North 76°34'51" East, for a distance of 92.27 feet to a point for corner; THENCE North 65°56'12." East, for a distance of 144.44 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 64°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 paint for corner; THENCE North 59°04'32" East, for a distance of 94.25 feet to a point for corner; THENCE North 55°39'44" 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 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 104.42 feet to a point for corner; THENCE North 63°39'23" East, for a distance of 140.12 feet to a point for corner; THENCE North 64°4753" 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 140.40 feet to a point for corner; THENCE North 66°30'16" East, for a distance of 100.54 feet to a point for corner; THENCE North 63°05'04" East, for a distance of 104.08 feet to a point for corner; THENCE North 64°13'39" East, for a distance of 140.18 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 60°39'18" East, for a distance of 33.81 feet to the POINT OF BEGINNING and CONTAINING 16,451,919 square feet or 377.68 acres of land, more or less. Exhibit A-3 - Page 4 1775, 0 10\24144.5 Exhibit -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 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 51.11 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 corner 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 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 line 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 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 of 494.83 feet to a point for corner; 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 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, 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'° 'Vest, 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 't'hree, 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, Kings 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" 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 corner; Exhibit A-3 - Page 5 1775.010\24144.9 THENCE North 0°43'29" West, continuing along said east right-of-way line, for a distance of 345.89 feet to a point for corner, being the northwest comer of said Whiteford Limited Partners tract, THENCE North 07103'01" West, continuing along said east right-of-way line, for a distance of 6211.03 feet to a point for corner, being in said south right-of-way line of Sara 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 POINT OF BEGINNING and CONTAINING 2,226,193 square feet or 51.11 acres of land, more or less. Exhibit A-3 - Page 6 1775,014124140 r~ C7 S-~1 C} cl, u m I t ,I w E a tf G r W «P a 3 ~ E a ~i W a~ W ca ca G I r 'F I A; z, d J t 0 t~ e ~ a o 8 f [i7 GJ b+A rrTT}} YAK 914 } r p. 1 kC4 e e V Exhibit C Estimated 2012 Public Works Project Costs land: Public sight-of-way 20 c. $2,875,827" M,unictpal Building 3 ac. $431,374 IS L, b-t-o'a 23 ac. $3,307,201 In st ctw e. Utilities a Relocations $5,337,273 DraInage $4,502,319 Roadways $4,399,340 Traffic Signallzation, Ughti and Signage $4,323,070 Deceleration and Turn Lane Improvements $1,041,903 Intersection Improvements $2,643,305 S. H. 121/Colony Blvd. Interchange $1fi.3nB,$4 i3 5ui.t 1 $32,556,097 r ~a Sur-F" ice Parking, arcul I, na , Landuaping and Lighting $13,371,356 Total 20-2 Pt E a w rata $57,NO,000 Exhibit C Page 1 1775 010\24144,9 Exhibit C Estimated 2017 Public Forks Project Casts "'AdInp $4,140,000 s,w #nd Sktrw red Peri n, fi CUUon Roads, iArm )P#r $95,172,837 2nd Uggh lin3 es3 ?1( set, rt, Exhibit C - Page 2 1775.010424144.9 Exhibit C Estimated 2031 Public Works Project Casts ~.t C R.;~F:I ti1,3 S. k.o, Ls 62,500, Exhibit C - Page 1775,010\24144,9 Exhibit D Total Estimated Cost of Facility and Related Development lAod (+63 acres), $9,635,294 lattast cture: $59,118,900 Site World. $8,431,666 Public P&r gs S108,344,693 Municipal Boud : $4,140,000 Racenstructin of i:, L. Public $50,000,000 Sofa Coot: $57,297,745 Subtotal, 5257,1 8 Warehouse and Distribution: $155.153,759 Corporals &lesdquarters: $2,739,451 SubwTotah (including land and soil costs[ 5167.5M204 Bata 18ra®ntPl"ao ~lCaoven " tinns"On" Development, Theme Park ,084,653 Retall 581,590,509 RestaussaWFAtertainment $76,827,60 Hotels and Park Facilities $175,521,241 Sub-T : (Including land end soft casts) 141241 Traditional Developments GRAND TOTAL 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 I, II, and III of the Related Development will increase to $2,I00,000,0M Exhibit D -Page 1 1775.010124144.9 xhibitE cdnomid. Fgasibiiity WO r of" i xiz Prepared by: xhibit Page i 177501k4144 9 -nt Pr Colony Description t Prole Exhibit - Page 2 1775.01OU4144,9 p Improvement Cosb An esidmated $153.2 million will be spent initially on a --ct I. a rat costs Including land, site work (including mass gradIn& wetland mitigation, Li~J C: atr, ion), InfroWucture, and public parking (Including circulation roads,l htin& and land ping). Super ReSkral R ll Fat tY The r R developer plans to Invest $277.6 million In the construction of the Fad ity, The Facility is estimated to have annual taxable sales of million - growing at 7Y, o, nuiRy for the first `10 years ,spd 3 r~ , h'thereafter, along 1,797 full time equivalent employ s Iri V Ily. T'he Facllit+°s initial -,nnual oll is estimstedto be $60.2 mililom In Vb- first year of operations, an estimated 6 million custo err are expected W visit the Facility and Increcsin6 to 10 million visitors In the s d year, wIZ3 Pannuai Increases of 7% through year 10 and 3% annual increases thereafter. i+Wtors to the facility are expected to be from both the north Texas region and other states. tt, '.s'r: L elop ent The folk li ,,t are the planned components of the phase I Related Development: • U r_ i etail on appr:sxii as 150 act v.:r, .,t if skaopspre ura, r, r~ ~ in ..mss s~.c z ~..,.°s, rnunfclpal btaildin, T, ential untlts, oree hotel pads, ten MA- ' ; Lilt pads, • 1, _;vrt hotel convention c seer, and • Theme park and the park hotel, Mar- ! rat The follc ar- the planned components of the phase 11 Related De loprnaant: HOW R, Restaurant, and Offlce: Exhibit _ Page 3 1775,0 1 4124 1-04.4 no cost size, annual seles and number of hotel rooms Composing the Related Development are shown Wmv. T8;3.J 5092 As shown At^ i s .-timatLd $526.4 MK(ion VM r'IL ccraqn~ctfn this 3.9 rraNon squtra fey t of mix used t. When c ply , the d ' ~.~prnant vAil am*v tirnattd 6,325 rs and have initial annual sales of $692 mill4on. Economic Impact o e - 's Construction 'v: 6 . I ` -Sales, s to be ri r t ..sea's construction ac tl , over an estimated ftva year period, r , F, t substantial economic impacts for The Colony. s . local a strut ion companies a _d oth ts, a:~t well as support m sttl 6 Jobs bad in turn, will generate indirect J_Ibs and area, In th _ . sc,r n. canals and services for the pant, -yt's construction and in the V. coast n workers r their fatter Exhibit E - Page 4 1775.0 1 0\24144.9 The estimated economic Impact of the project's construction a s on The Colony area Is shown below. ~ ~1 yl L+ :'W ' yy g y I asdlly~qu"e:rir`"Y lin proi- is cony 'u'uctien will ru nr r,!.I c a._ 4. Ih or lc Eaupput (rt~r,z "i111 r , ~ r uttio{~ acti ty, support ,410 direct and Indim _ ,,-Alonjobs, $664 million in dilrect and indirect construction lades, and gwr*rate art asth A 5244 ililon in taxable spsndinl; In The Colony, The cor W ructlon activh`-,s will generate substantial taxable sales In tie communes, Including the taxable purchw,ts of construction materials, furniture, firas and equipment to be purchased by project's t , 3, d- A taxable spending by construction workers, Exhibit E - Page 5 1775, r=r aat Ys? aL'vUic'"ca 3 't RL, 2,4:1e, E'sww'TYE'3'1'k 7 W' l X756 ~ rE<i ?'rae t' S . xr1,. 711 corporaUti7 t4, ` ~a ~i c 4, Exhibit E - Page 1775.010\24144,9 Economic Impact During the Project's First 40 Years of Operations The operations of, the project, once completed, will have tremendous Impacts on The Colony, Than impact= will inc We Increases in gross area prodUc't, revenues for local businesses, new jobs and salaries, property added to tax rolls, and addtlonaI taxable saps in the City, The economic output, or rerer, je?s that the project will generate for businesses in The Colony, jobs that will be created a:nc' salaries vy~Y the a€rg 40 Ve nrs are Shown belc w. a?crsn I ~~n rrc, C't,t,~ sicziia se; ,7v S44, 1,ob5 2,m, `2Nn i s, Sri n Is % rs c~ t~oG! ; 1 ,t3 apb S5,= a` tar t, Fu ; 1'i, to air .f ' 9 Z~zi SQ,~ 7L 511 S s,a I -s SkCU14). p .a 3 ate! oru6:.C4: CC tdE€ T. u~ fy$, In a OsE_ " Yap 1_ r sslla e v t,fa L5Vo!rn'rL.L~ed0t_+rt Ste, i SiL,02 CL over the first alb years, the project w1ll genaerate $195 billion in economic output or business rc uL: nwU s In the community, 220,426 direct and Indirect jabs, and $46 billion In direct and indirect salaahz s fo la LI workers, Exhibit E - Page 7 1775 0 101247 44.9 other Economic IM, . Added to Laout T Rolfsin the First Year of Opem1fs Thn ValUe of Ny ziddA to lour f t;. Mft In 'ha fir a yc x op~ratlons is ,hc von ~ r . t* b" Sf Eau--, raz Cu ° lit p v In gin r? uv Lot ~i 44S E .:r rr~9 n , to €k aJm-"~,~ W, t1ke a tet `b m L L°,: k' Lw ~ t tu r ra i;E tii Tr, tLr t, I.,,, The pmject will add an estimated illon to local tax rolls. Exhibit E - Page g 1775 0 3 0124144.9 Sl r aml t- f P _S f~~, tfµ ? E$y fw ~ rn uv-;,, -e _ su ~~~±t rz%?s1 ,9a1OM 43C r Over t~ti:2 firm 40 yElo, F , project and p r` s ill {F ncz ~ $'It, 4 billion tot rl .F ; s in tP:r city and $2.7 bll on in ink sales. Further, an estimated 2,655 workers may nnow to tho City to fill J created at tha hclllty. This will mean 6;9n CAty residents and 1,514 newitudents In local schools. An estimated 64 n residential prDpertles, will be bulk in other areas of the City.. Exhibit E - Page 9 1775,010\24144,9 Revenues to be Generated by the Project ' and [is W"orkers Over the First 40 Years of O nations Revenues fearthe Staze and lmaa taxlnf districts over the first 40 years are sl own bAov3. g;i`.:t3 ~f 3 ~:x`.i< u y,.: RvG4~C'C£1➢a 04M a y ,1 $%rz v `v t acs r ~ rt ~~r~ ~~f^ee~itZr • ~ $21 'L4 C °,i'liiiC~.`xir ~4~~ ag 7~1LW'. CGs`.~'i a~s-~'~C+~YdY~~.7ii fLk3`+I~sZPa ~?~Y b*'~uy~tYl~:e~a~~i'Jr~tSrli W~5P1: q 1 6 tv 1 [t t5D- t'r7 ~ lid'iar t;; $10C 11tr^ F'..,117.L_!2,a(L._-`~id.ehYU:v9Yti3 over the first 40 }rears, the State of Teas, the City, EEC, CDC, County and School District will receive revenues of $95 billion from the facility's operations and its workers, Exhibit E - Page 10 1775 O M24144.9 Exhibit E - Fags i 1 1775.010124144.9 Exhibit F Estimated Captured Appraised Value Facility and Phases I and 11 of Related Development Calendar FactIfty Phase 1 & If Year Development Development Total Year 1 3014 $45.000, $20,000,000.00 $65,000.000 Year 2 2015 $115,000,000 $1001, , $215,000, Year 3 2016 5117,3001 $225,000,000.00 $342,SOD,000 Year4 2017 $325,000,000 $788,00000D.00 $9131r Year 5 2018 $127,500,00D $811,640,000.00 $933,140 Yesr6 2019 $130,050,000 $835,989,200.00 $966,039,200 Year? 2020 $132,651,000 S961,069,87640 $993,719,376 Year8 2021 $135,304,020 $886,900,942.28 $1,022,204,962 Year9 2022 $139,010,200 $913,507,970.55 $1,051,516,071 Year 10 2023 $140,770;,302 $940,913,209-66 $1,081,683,512 Yew 11 2024 $143,585,708 $969,140,605.95 $1,112,726,314 Year 12 2025 $146,457,423 $998,114,824.13 $1,140,6?2,247 Year 13 2026 $149,396,571 $1,028,161,268." $1,177,547,846} Year 14 ID27 $152,374,302 $10059.W6,106.92 $1,211,380,409 Year 15 2028 $155,4231,789 $1,M,776,290.13 $®,246,1MD79 Year 16 2029 $158,530,224 $1,128,499,578.83 $1,292,029,903 Year 17 2030 $161,700,829 $1,157,204,565.20 $1,318,90,395 Year is 2031 $164,924,845 51,191,920,703.19 $1,356,855,549 Year 19 2032 $16$,233,542 $1,227,678,324.28 $1,395,911,867 Year 20 2033 $171,598,213 $1,264,50.674.01 $1,436,106,887 Year 21 2034 $175,030,177 $1,342,443,434.23 $1,477,474,112 Year 22 2035 $178,530,781 $1,341,517,252,26 $1,520,048,033 Year 23 20% $182,101,397 $1,381,762,769.82 $1,563,864,165 Year 24 2037 $185,743,424 $1,423,215,652.92 $1, ;959,077 Year 25 2038 $289,458,293 $1,465,912,122151 $1,655,370,415 Y r 26 2039 $193,247,459 $1,5119,8$9 .S8 $1,703,13€, Year 27 2040 $197,112,408 $1,555,185,170.77 $1,752,298,579 Year 28 x041 $201,054,656 $1,601,841,755.89 $1,802,895,412 Year29 2042 $205,075,749 $1,649,897,008.57 $1, ,972,758 Year 30 2043 $209,177,264 $1,699,393,918.82 $1,W8,572,183 Year 31 2044 $213,360,810 $1,750,375,796.39 $1,963,736,546 Year 32 2045 $217,628,026 $1,802,887,0108.43 $2,020,S1S,034 Year 33 20401 $221,980,586 $1,856,973,618.74 $2,678,954,205 Year 34 2041 $226,420,198 $1,912,682,827.30 $2,139,103,025 Year 35 $230,948,602 $1,970,063,312 $2,201,011,9114 Year 36 2049 $235,567,574 $2,029,165,211 $2,264,732,795 Year 37 2050 $240,278,925 $2,090,040,168 2,330,319,093 Year 38 2053 $245,6184,504 $2,152,741,373 $2„397,825,877 Year 39 2OS2 $249,986,194 $2,195,796,200 $2,445,782,394 Year 40 2053 $254;985,918 $2,239,712,124 $2,494,698,042 Exhibit F - Page 1 1775.010524144.7 Exhibit G Estimated Captured Appraised Value Facility and Phases T, 11, and III of Related Development Estimated Calendar FaClIlty Phase 1, it and III Year Development Development Total Year 1 2014 $45,000,000 $6$,000,000 $110,000,000 Year 2 2015 $115,0001000 $190,000,000 $305,000,000 Year 3 2016 $117,900,000 $375,000,000 $492,800,000 Year 4 2017 $125,000,000 $9+42,500,400 $1,067,500,000 Year 5 2018 $127,500,000 5970,775,000 51,0910,275.000 Year 6 2019 $130,050,000 $999,896,250 $1,129; ,25€3 Year? 2020 $132,651,000 $1,029,595,196 $1,162,546,198 Year 8 2021 $195,304,020 $1,060,792,058 $1,196,0916,073 Year 9 2022 $13810101700 $1,092,615,815 $1,230,625,915 Year 10 2023 $140.770,302 $1,125,394,289 $1,266.164,692 Year 11 2024 $143,565,708 $1,159,156,218 $1,302,741,827 Year 12 2025 $146,457,423 $7..,193,930,502 $1,340,389,224 Year 13 2026 $149,386,571 $1,229,748,726 $1,379,135,297 Year 14 2027 $152,374,902 $1,266.641,166 $1,419,075.490 Year 15 2026 $IS5,421,789 $1,304,640,423 $1,460,062,212. Year 26 2029 $158,530,224 $1,349,779,636 $1,502.309,860 Year 17 2030 $161,700,829 $1,364,093,025 $1,545,7913,854 Year 18 2031 $1614,934,845 $1,426,615,916 $1,690,550,661 Year 19 2032 $268,233,542 $1,469,394,290 $2,636,617,832 Year 20 2033 $171,591,213 $1,512,435,819 $li ,034,032 Year 21 2034 $175,030,177 $1,557,808,893 $1,732,839,071 Year 22 2035 $178,530,781 $1.604,543,160 51,763,073,941 Year 23 2036 $182,101,397 $1,652,679.455 $1,1334.7€50.852 Year 24 2037 $185,743,421 $1,702,259,839 $108138,003,263 Year 25 2035 $169,458,293 $1,753,327,634 $1,942,785,927 Year 26 2039 $193,247,459 $3,805,927,463 $1,999,274,922 Year 27 2040 $197,112,408 $1,1360,105,287 $2,057,217,695 Year 28 2041 $201,054,656 $1,915,908,445 $2,126,963,102 Year 29 2042 $205,075,749 $1,973,385,699 $2,178,1461, Year 30 2043 $209,177,264 $2,032,587,270 $2,241,764,534 Year 31 2044 $213,360,810 $2,093,564,888 $2,306,925,697 Year 32 2045 $217,628,026 $2,156,371,534 $2,373,999,860 Year 33 2046 $221,980j586 $7,221,062,989 $2,443,043,576 Year 34 2047 $226,420,198 $2,287,694,879 $2,514,115,077 Year 35 2048 $280,946,602 $2,3S6,325,72S $2,587,274,327 Year 36 2049 $235,567,574 $2,427,01.5,497 $2,662,583,071 Year 37 2050 $240,276,525 $2,499,825,962 $2,7+40,1134,8813 Year 38 2051 $245,034,504 $2,574,820,741 $2,819,905,245 Year 39 2052 $249,986,194 $2,630,537,950 $2,880,524.144 Year 40 2053 $254,985,918 $2,687,496,226 $2,942,482,044 Exhibit G - Page l 1 775.010124144.9