10-082A - R A RESOLUTION IN SUPPORT OF: THE DEVELOPMENT OF PROPERTY AS
A MIXED-USE RETAIL AND MULTI-PURPOSE SPORTS PROJECT; A USDA
COMMITMENT TO FUND PUBLIC INFRASTRUCTURE TO SERVE THE
PROJECT; THE CREATION OF A PUBLIC IMPROVEMENT DISTRICT AND
THE LEVY OF ASSESSMENTS TO PAY FOR PUBLIC INFRASTRUCTURE;
THE ISSUANCE OF PID BONDS SECURED BY THE ASSESSMENTS; THE
SALE OF PID BONDS TO USDA; AND THE USE OF PID BOND PROCEEDS
TO ACQUIRE, CONSTRUCT, AND DEVELOP PUBLIC INFRASTRUCTURE
UNDER THE SUPERVISION OF USDA AND THE TOWN.
RECITALS
WHEREAS, Athlos Prosper, LP ("Athlos") proposes to develop a mixed-use
retail and multi-purpose sports project, including associated public infrastructure, within
the Town of Prosper, Texas, as generally depicted on the site plan attached hereto as
Exhibit A (the "F"rgjg "); and
WHEREAS, the Project will include approximately 310 acres (the "Iropfly°')
owned by Athlos and other owners, and
WHEREAS, the Project will promote economic development and stimulate
business and commercial activity; and
WHEREAS, Athlos has submitted an application to the United States Department
of Agriculture ("USDA") requesting a commitment from USDA (the "USDA
Commitment"") to fund the acquisition, construction, and development of the public
infrastructure required to develop the Project (the "Public IgfrastrUCture") at no cost to
the Town and in compliance with all requirements of the Town; and
WHEREAS, the Public Infrastructure will confer a special benefit upon the
Property; and
WHEREAS, Athlos has entered into negotiations with the other owners of the
Property (Athlos and the other owners are collectively referred to as the "Owners") to
develop the Project: and
Resolution - Page 1 11621010113877.2
WHEREAS, if USDA provides the USDA Commitment, the Owners propose to
petition the Town requesting the creation of a Public Improvement District (the "PID")
covering the Property pursuant to Chapter 372, Texas Local Government Code, as
amended (the "Act"); and
WHEREAS, after creation of the PID, the Owners propose that the Town will levy
special assessments ("Assessments")essments") against the Property in amounts sufficient to pay
the total cost of the Public Infrastructure; and
WHEREAS, after creation of the PID and the levy of the Assessments, the
Owners propose that the Town will issue, and the USDA will purchase pursuant to the
USDA Commitment, revenue bonds issued by the Town and secured solely by the
Assessments (the "PID Bonds"), and
WHEREAS, the Town shall have no liability for payment of the PID Bonds from
any revenue other than Assessments; and
WHEREAS, upon the sale and purchase of the PID Bonds pursuant to the USDA
Commitment, the Owners propose that the proceeds from such sale and purchase will
be used pursuant to the applicable bond trust indenture to pay for the acquisition,
construction, and development of the Public Infrastructure under the supervision of the
USDA, the Town, and the Owners, and
WHEREAS, upon completion of the Public Infrastructure and the inspection and
acceptance thereof by the Town, the Owners propose that the Public Infrastructure will
be conveyed or dedicated to the Town, lien free, to be owned and maintained by the
Town as part of its public roadway and public utility systems; and
WHEREAS, Athlos, on behalf of the Owners, has requested the Town to indicate
its support, in principal, to the foregoing matters; and
WHEREAS, without the creation of the PID, the levy of the Assessments, and the
issuance and sale of the PID Bonds to the USDA, the Project will not be timely
developed.
Resolution - Page 2 1162\010\15877,2
NOW THEREFORE BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF PROSPER, TEXAS, THAT:
SECTION 1
The Recitals set forth in this Resolution are true and correct and are fully
incorporated as part of this Resolution.
SECTION 2
The Town supports, in principal, the development of the Project and the
application by Athlos to USDA to obtain the USDA Commitment to facilitate
development of the Project and funding of the Public Infrastructure as described in the
Recitals.
SECTION 3
The Town supports, in principal: (i) the creation of the PID covering the Property;
(ii) the levy of Assessments against the Property in amounts sufficient to pay the total
cost of the Public Infrastructure; (iii) the issuance by the Town of PID Bonds secured
solely by the Assessments; (iv) the sale to and purchase by the USDA of the PID Bonds
pursuant to the USDA Commitment; and (v) the use of the proceeds from the sale and
purchase of the PID Bonds to pay for the acquisition, construction, and development of
the Public Infrastructure pursuant to the applicable trust indenture and the USDA
Commitment and otherwise under the supervision of the USDA, the Town, and the
Owners.
SECTION 4
The support of the Town expressed in this Resolution is subject to: (i) the
approval by the Town of the terms and conditions of the USDA Commitment; (ii)
compliance by the Owners and the Town with the provisions of the Act; (iii) the exercise
by the Town Council of its legislative discretion in creating the PID, levying the
Assessments, and issuing the PID Bonds; (iv) the approval by the Town of the terms
Resolution - Page 3 1162\010\15877.2
and conditions upon which the USDA is willing to purchase the PID Bonds; (v) the
approval of the PID Bonds by the Attorney General of Texas; (vi) the approval by the
Town of the method by which the proceeds from the sale of the PID Bonds will be used
to acquire, construct, and develop the Public Infrastructure; (vii) the approval by the
Town of the method by which, upon completion, inspection, and acceptance by the
Town, the Public Infrastructure will be dedicated or conveyed to the Town to become
part of the Town's public roadway and public utility systems; and (viii) any other
conditions and/or requirements of the Town Council which it deems to be in the best
interest of the Town and its citizens and related to the Project.
SECTION 5
This Resolution is not binding on the Town. This Resolution does not obligate
the Town to take any action with respect to the matters for which the Town has
expressed its support.
SECTION 6
The Town Council finds and declares that written notice of the date, hour, place
and subject of the meeting at which this Resolution was adopted was posted and that
such meeting was open to the public as required by law. This Resolution shall take
effect immediately upon its passage and approval.
PASSED AND APPROVED this 28th day of September, 2010.
By.
Mayor
ATT
Town Secretary
Resolution - Page 4 1162\0,0115877.2
Exhibit A - Project Site Plan
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