BLANCHARD ECONOMIC DEVELOPMENT PROJECT PLAN. Prepared by: CITY OF BLANCHARD, OKLAHOMA

Transcription

1 BLANCHARD ECONOMIC DEVELOPMENT PROJECT PLAN Prepared by: CITY OF BLANCHARD, OKLAHOMA MAYOR AND CITY COUNCIL MAYOR JOE DAVIS, WARD 1 SEDALL BROOKS, WARD 2 VICE-MAYOR MICHAEL SCALF, WARD 3 YVONNE LACKEY, WARD 4 EDDIE ODLE, AT-LARGE ROBERT FLOYD, CITY MANAGER THE PUBLIC FINANCE LAW GROUP PLLC 5657 N. CLASSEN BOULEVARD, SUITE 100 OKLAHOMA CITY, OKLAHOMA (405)

2 INDEX I. DESCRIPTION OF PROJECT...1 II. PROJECT AREA AND INCREMENT DISTRICT BOUNDARIES...2 III. ELIGIBILITY OF PROJECT...2 IV. OBJECTIVES...3 V. FINANCIAL IMPACTS...3 VI. STATEMENT OF PRINCIPAL ACTIONS...5 VII. ESTABLISHMENT OF INCREMENT DISTRICT NO. 1, CITY OF BLANCHARD...6 VIII. PROJECT AND INCREMENT DISTRICT AUTHORIZATIONS...7 IX. BUDGET OF ESTIMATED PROJECT COSTS TO BE FINANCED FROM INCREMENT DISTRICT NO X. METHODS OF FINANCING PROJECT COSTS, EXPECTED SOURCES OF REVENUES, AND TIME WHEN COSTS OR MONETARY OBLIGATIONS ARE TO BE INCURRED...9 XI. FINANCING REVENUE SOURCES...13 XII. PUBLIC REVENUE ESTIMATED TO ACCRUE FROM THE PROJECT AND OTHER ECONOMIC IMPACTS...14 XIII. PRIVATE AND PUBLIC INVESTMENTS EXPECTED FOR THE PROJECT...15 XIV. MISCELLANEOUS PROVISIONS...15 EXHIBIT A MAP OF INCREMENT DISTRICT NO. 1 EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F INCREMENT DISTRICT LEGAL DESCRIPTION MAP OF ECONOMIC DEVELOPMENT PROJECT AREA PROJECT AREA LEGAL DESCRIPTION PROPOSED DEVELOPMENT IN THE INCREMENT DISTRICT PROPOSED IMPROVEMENTS TO THE PROJECT AREA

3 BLANCHARD ECONOMIC DEVELOPMENT PROJECT PLAN I. DESCRIPTION OF PROJECT This Blanchard Economic Development Project Plan (the Project Plan ) contemplates the prospective development of a commercial corridor along U.S. Highway 62 within the City of Blanchard, Oklahoma (the City ). The purpose of the Increment District (as described herein) is to encourage economic development in the City by facilitating the creation of significant additional commercial development along the U.S. Highway 62 corridor within the City that encourages commerce, increases retail opportunities, and generates a corresponding growth in the local tax base (collectively, the Project ). The City recognizes the difficulty in attracting significant development to the area due to the lack of adequate infrastructure necessary to serve substantial development. Approximately ten (10) years ago, the Blanchard Crossings commercial development commenced with limited success. Although the City has seen significant population growth over the past decade, and a small amount of retail development was initially realized, the pace of development essentially halted in the following years for the simple reason that the existing public infrastructure would never support full development. This population growth has placed increasing demands on the City to provide the level of service that its citizens deserve, including major investments in its public infrastructure. Without growth in the sales tax base of the City, it becomes increasingly difficult for the City to make necessary improvements to its traffic and utility infrastructure and continue to provide quality police, fire and other critical services to the community. The purpose of this Project Plan, including the creation of the herein described Increment District, is to create a mechanism for the tax revenue generated through retail commercial development to offset the costs of the public infrastructure necessary to facilitate additional commercial development throughout the Increment District and Project Area, which in turn will encourage commerce, increase retail opportunities, and generate a corresponding growth in the local tax base. The City proposes to encourage the Project by providing a mechanism for the payment of certain costs associated with the Project. The City has identified specific infrastructure improvements to the traffic, water, and sewer, and drainage systems serving the area that will make the area viable for the proposed development. The City has also identified certain real property within the Increment District that could be purchased and utilized to enhance the overall capacity for development along the U.S. Highway 62 retail corridor. The total of these improvements and acquisitions are estimated to cost approximately $6,635,000. The expectation is to complete a majority of the infrastructure improvements as soon as possible, however, certain improvements may be staggered until such time as specific developments are identified and/or sufficient TIF Revenues (as defined herein) are generated by the Increment District. The City has determined the need to authorize the following Project Costs (collectively referred to herein as the Project Costs ) to encourage the redevelopment of Blanchard Crossings and neighboring areas:

4 $6,135,000 (based on preliminary engineering estimates) for public infrastructure improvements, including water, sanitary sewer, drainage, and street improvements, necessary to serve Blanchard Crossings and neighboring areas and provide connectivity to the rest of the City (the Public Improvement Costs ). $500,000 for property acquisition within the Increment District, for the purpose of consolidating parcels to encourage more efficient land use (the Land Acquisition Costs ). The City will enter into a development agreement(s) with appropriate interested parties as necessary (all as required by the Local Development Act defined herein) for the purpose of accomplishing the improvements identified as the Project Costs. The TIF Revenues will be used to pay and/or reimburse the Project Costs and/or pay debt service on obligations issued to pay and/or reimburse said Project Costs. Preliminary planning suggests that retail and other commercial development of Blanchard could result in a potential capital investment of approximately $23.5 million, and potential annual taxable sales of approximately $50.79 million on full build-out. The actual amount of retail and commercial capital investment will be largely dependent on the specific nature of retail establishments and commercial concerns that ultimately locate in the area. Please see Exhibit E for a more detailed description of projected development within the Increment District. Please see Exhibit F for an illustration of the Proposed Public Improvements to the Project Area. II. PROJECT AREA AND INCREMENT DISTRICT BOUNDARIES The Increment District is the specific geographic area within which the identified tax increments will be generated and utilized as set forth in this Project Plan (referred to herein as the Increment District ). The Project Area is a slightly larger area within which all project activities, including construction of the supporting public improvements, will take place (referred to herein as the Project Area ). The Increment District is located entirely within the Project Area. Most of the contemplated project activities will occur within the boundaries of the Increment District, however certain project activities may occur outside the boundaries of the Increment District but within the Project Area. A map showing the Increment District is attached as Exhibit A. The legal description of the Increment District is set forth in Exhibit B. A map showing the Project Area is attached as Exhibit C. The legal description of the Project Area is set forth in Exhibit D. III. ELIGIBILITY OF PROJECT The Increment District is undeveloped and/or underdeveloped within the meaning of Article 10, 6C of the Oklahoma Constitution and the Local Development Act, 62 O.S. 850, et seq (the Local Development Act ). Consequently, the Increment District is located in a 2

5 reinvestment area (as defined in Section 853(17) of the Local Development Act) and is therefore eligible for assistance under the Local Development Act. The Increment District comprises an area where investment, development and economic growth have not occurred, and which requires significant public infrastructure improvements to serve as a catalyst to expand employment opportunities, to attract major investment in the area, and to enhance the tax base. IV. OBJECTIVES The purpose of the Project and Increment District No. 1, City of Blanchard, is to support the achievement of the economic development objectives of the City in order to: A. Create a significant commercial development within the City that will act as a catalyst for additional development within the community; B. Attract major investment in the area; C. Serve as a catalyst for retaining and expanding employment in the area; D. Promote economic development to increase tax revenues, raise property values, and improve economic stability; E. Preserve and enhance the tax base; and F. Make possible investment, development and economic growth which would otherwise be difficult or impossible without the project and the apportionment of ad valorem taxes and sales and use taxes from within the Increment District. V. FINANCIAL IMPACTS The proposed private development will generate tax increments necessary to pay all or a portion of the authorized costs of the Project. Without the proposed Increment District, significant development within the area would be unlikely and any significant increases in ad valorem taxes and sales and use taxes would be extremely improbable. The proposed development project does not create a significant increase in demand for services or costs to the affected taxing entities other than the City, whose public sector costs will be offset by apportioned tax increments as provided in this Project Plan. The affected ad valorem taxing jurisdictions are McClain County, McClain County Health Department, Pioneer Library System, McClain Grady EMS District No. 1, Mid-America Technology Center Vo-Tech District No. 8, and Blanchard Independent School District No. 29 3

6 (herein, the School District ). The general and intangible impacts on the affected taxing jurisdictions from implementation of this Project Plan are positive and include the achievement of the objectives set forth in Section IV of this Project Plan. The creation of the Increment District will allow the City to apportion the incremental increase in ad valorem tax revenues and sales and use tax revenues generated through construction and operation of the commercial and other developments within the Increment District for the purpose of paying Project Costs (as defined herein) either through direct payment and/or reimbursement and/or paying debt service on tax apportionment bonds to be issued by a public trust created under Title 60, Oklahoma Statutes 2011, Section 176 et seq., for the benefit of the City. The proceeds of any such bonds shall be utilized for the Project Costs. It is anticipated that a successful development will result in significant long term benefits to the affected ad valorem taxing jurisdictions without causing significant (if any) negative impact on the existing tax base during the term of the Increment District. The formation of an Increment District should result in no net loss in existing ad valorem tax revenue to each of the affected ad valorem taxing jurisdictions. It is anticipated that without the Increment District, Blanchard Crossings and neighboring areas would not be further developed and the tax base within and around the Increment District would remain stagnant. The formation of the Increment District will cause the affected ad valorem taxing jurisdictions to forgo a portion of any new incremental ad valorem tax revenue generated from real and personal property values during the term of the Increment District, but will not affect the existing ad valorem tax base within the Increment District. Upon completion of the Project, the affected ad valorem taxing jurisdictions could see an aggregate net gain in annual ad valorem tax revenues of approximately $135,909, and upon expiration of the Increment District, an aggregate net gain in annual ad valorem tax revenues of approximately $271,818 (based on an initial total capital investment of approximately $23.5 million). Anticipated impacts on the ad valorem taxing jurisdictions include population growth and the demand for services created thereby. The direct impact on each ad valorem taxing jurisdiction is the loss of a portion of the new ad valorem tax increment revenues during the period of apportionment. An additional impact on the School District is that a portion of the new valuation of the Increment District will not count for, and will therefore limit, the bonding capacity of the School District. However, the School District does realize additional revenue from other sources on a per pupil basis. These impacts may be mitigated by any increase in valuation of property outside the Increment District (for example, successful development enhances the property values surrounding the Increment District), and by any increase in new housing outside the Increment District (for example, successful development results in net population gain to the City creating demand for new housing). The proposed development project may create a significant increase in demand for utility services from the City, however, public sector costs should be more than offset by apportioned tax increments as provided in this Project Plan. The proposed development within the Increment District should generate corresponding increases in annual water and sewer utility revenues. 4

7 The formation of an Increment District should also result in no net loss in existing sales and use tax revenue to the City or McClain County (the County ), as the affected sales tax jurisdictions. A baseline sales tax collection level within the Increment District will be identified and will continue to accrue to the City and the County, respectively. A potentially negative impact of utilizing incremental sales tax revenues to promote the creation of a significant retail development is the potential for transfer of sales tax dollars from existing retail establishments located outside the Increment District to new retail establishments located inside the Increment District. To offset this concern, the Increment District will only capture 50% of the incremental sales tax revenue (the equivalent of 2.0% of the total 4.0% sales tax levied by the City, and the equivalent of 0.25% of the total 0.5% sales tax levied by the County) for the payment of Project Costs, with the other 50% (the equivalent of 2.0% of the total 4.0% sales tax levied by the City, and the equivalent of 0.25% of the total 0.5% sales tax levied by the County) accruing to the City and the County, respectively, for general or dedicated municipal purposes, and further, the incremental sales tax revenues will exclude an amount representing the estimated historical sales tax collections for any business located within the City that relocates to a site within the Increment District. Upon completion of the Project, the City could realize an estimated gross gain in annual sales and use tax revenues in the approximate amount of $1,015,800, and upon expiration of the Increment District, an estimated gross gain in annual sales and use tax revenues of approximately $2.4 million. Upon completion of the Project, the County could realize an estimated gross gain in annual sales and use tax revenues in the approximate amount of $126,975, and upon expiration of the Increment District, an estimated gross gain in annual sales and use tax revenues of approximately $303,500. These impacts may be mitigated by any decrease in sales and use tax collections outside the Increment District (for example, potential decline in overall sales of competing businesses, or relocation of existing businesses from other areas of the City to the Increment District) or by increased costs of providing city services to the development (police, fire, etc.) but may be augmented by the increased retention of customer spending within the City (for example, by reducing the leakage of sales to other regional metropolitan areas by offering a wider and more diversified retail selection within the City). VI. STATEMENT OF PRINCIPAL ACTIONS Implementation actions for the project, including all necessary, appropriate and supportive steps, will consist of the following: A. Site preparation, planning and construction of public improvements necessary to support the development project; B. Acquisition by private developers of any additional properties necessary for the development project including connecting public easements; C. Negotiation, preparation, execution, and implementation of development agreements, including agreements for financing and construction by private developers, as authorized by the Local Development Act; 5

8 D. Issuance of tax apportionment bonds or other debt issuance necessary to provide funds for Project Costs; E. All other actions necessary and appropriate to carry out the development project as authorized by the Local Development Act. VII. ESTABLISHMENT OF INCREMENT DISTRICT NO. 1, CITY OF BLANCHARD Increment District No. 1, City of Blanchard shall be created upon adoption of an Ordinance of the City Council of the City of Blanchard, Oklahoma approving this Project Plan. In accordance with the provisions of the Local Development Act, the following incremental revenues shall be apportioned and used to pay (or reimburse the payment of) Project Costs authorized pursuant to Section IX of this Project Plan. The apportionment of the incremental revenues shall continue for that period required for the payment of the Project Costs, or a period of approximately eighteen years (18) years (ending December 31, 2032, and referred to as the Expiration Date ), whichever is less: A. Fifty percent (50.0%) of the incremental real and personal property ad valorem taxes generated within the Increment District, in excess of the real and personal property ad valorem taxes generated from the base assessed value of the Increment District, and as otherwise determined pursuant to the Local Development Act (collectively, the Ad Valorem Increment Revenues ); provided that all such Ad Valorem Increment Revenues shall be pledged as security for the payment of the TIF Bonds (as defined herein) or otherwise used to pay (or reimburse the payment of) Project Costs authorized pursuant to Section IX of this Project Plan. The remaining unapportioned fifty percent (50.0%) of the real and personal property ad valorem taxes generated within the Increment District, in excess of the real and personal property ad valorem taxes generated from the base assessed value of the Increment District, and as otherwise determined pursuant to the Local Development Act, shall be retained by the respective ad valorem taxing entities. B. Fifty percent (50.0%) of the incremental sales and use tax revenues derived from the Increment District, representing the equivalent of 2.0% of the total 4.0% sales and use tax levied by the City pursuant to Chapter 1, Article 5, Section 1-75 et seq., of the Blanchard Code of Ordinances, as such Code of Ordinances may be amended, replaced, extended, superseded, terminated, or otherwise modified from time to time, plus the equivalent of 0.25% of the total 0.5% sales and use tax levied by the County pursuant to Resolution of the County, as such Resolution may be amended, replaced, extended, superseded, terminated, or otherwise modified from time to time (collectively, the Sales Tax Increment Revenues, and together with the Ad Valorem Increment Revenues, referred to herein as the TIF Revenues ); provided that all such Sales Tax Increment Revenues shall be pledged as security for the payment of the TIF Bonds or otherwise used to pay (or reimburse the payment of) Project Costs authorized pursuant to Section IX of this Project Plan; provided, however, the Sales Tax Increment Revenues shall be reduced by the amount of sales tax revenues generated by any existing businesses (currently located within the City, but outside the boundaries of the Increment District) that cease 6

9 operations at their existing location and relocate to within the Increment District. Said amount of reduction shall be calculated based on the sales tax collections during the twelve month period prior to closing the previous location. The remaining unapportioned fifty percent (50.0%) of the incremental sales and use tax revenues derived from the Increment District, representing the equivalent of 2.0% of the total 4.0% sales and use tax levied by the City and the equivalent of 0.25% of the total 0.5% sales and use tax levied by the County, shall be retained by the City and County, respectively, and utilized for any lawful purpose consistent with the aforementioned Code of Ordinances or County Resolution, respectively. Provided further, that if said rate of sales and use tax levied by the City shall increase or decrease pursuant to the Code of Ordinances, said percentages of allocation shall automatically be revised in a manner that will yield Sales Tax Increment Revenues equivalent to the proceeds of a 2.0% sales and use tax rate. Provided further, the County shall grant its specific consent as required by Section 861(A)(2)(c) of the Local Development Act prior to the capture of any Sales Tax Increment Revenue derived from the levy of sales and use tax by the County. VIII. PROJECT AND INCREMENT DISTRICT AUTHORIZATIONS A. Upon adoption of an Ordinance of the City approving this Project Plan, the City is hereby designated and authorized as the public entity to carry out and administer the provisions of this Project Plan and to exercise all powers necessary or appropriate thereto, including, without limitation, those powers described in Section 854 of the Local Development Act. B. The City may create a new public trust with the City named as its beneficiary, and/or designate an existing public trust with the City named as its beneficiary (said public trust referred to herein as the Authority ), and said Authority shall be the public entity designated by the City to assist in carrying out and administering the provisions of this Project Plan and authorized to exercise all powers necessary or appropriate thereto pursuant to Title 62, Section 854 of the Local Development Act, except for approval of this Project Plan and those powers enumerated in paragraphs 1, 4, 7, and 16 of that section, which powers shall be reserved to the City. C. The person in charge of implementation of this Project Plan in accordance with the provisions, authorizations and respective delegations of responsibilities contained herein is Mr. Robert Floyd, City Manager of the City. Mr. Floyd, or his successor as City Manager, is authorized to empower one or more designees to exercise responsibilities in connection with project implementation. IX. BUDGET OF ESTIMATED PROJECT COSTS TO BE FINANCED FROM INCREMENT DISTRICT NO. 1 Project Costs to be financed by the apportionment of tax increments from the Increment District include: (i) the planning, design, acquisition (including connecting public easements), site preparation and/or construction of the Public Improvement Costs and the Land Acquisition 7

10 Costs (not to exceed an aggregate total of $6,635,000); (ii) the payment of assistance in development financing (as authorized by Section 853(14)(o) of the Local Development Act) to a third party as reimbursement for the payment of Project Costs; and (iii) the direct or incidental costs incurred or to be incurred by or on behalf of the City or the Authority (as contemplated in Title 62, Section 853(14)(e) of the Local Development Act) in organizing, supervising, implementing and administering this Project Plan, including, but not limited to, payment and/or reimbursement of costs advanced in connection with the preparation and approval of this Project Plan, administrative costs, organizational costs, professional service costs, including those incurred for architectural, planning, engineering, legal and financial advices and services, and costs for determining or re-determining the base assessed value of the Increment District, financing costs and fees, and principal, interest (including capitalized interest), and prepayment premium paid on debt service and/or any reimbursement obligation. The total estimate of Project Costs that may be made available for improvements from apportioned tax revenues shall be $6,635,000 (including all engineering, construction, and planning costs). An additional amount of $55, will be made available for Organizational Costs associated with establishing the Increment District. Apportioned tax revenues in excess of the amounts needed for Project Costs may be utilized if necessary (x) to pay interest and other financing costs, including capitalized interest, as well as to fund any reasonably required reserves associated with obligations issued to fund said improvements and/or (y) to pay the reasonable costs incurred or to be incurred by or on behalf of the City or the Authority in implementing and administering this Project Plan. PROJECT COST BUDGET ITEMS LINE-ITEM COST Public Improvement Costs 6,135, Land Acquistion Costs 500, Organizational Costs 55, TOTAL AUTHORIZED PROJECT COSTS* $6,690, * NOTE: Individual line-item amounts are estimated and subject to final determination, however, subject to the following paragraph, the Total Authorized Project Costs is a fixed, not to exceed amount (plus any amounts necessary to pay interest, capitalized interest, costs of issuance, and establish reserve funds in connection with the issuance of TIF Bonds and any amounts necessary to pay or reimburse the costs incurred or to be incurred by or on behalf of the City or the Authority in implementing and administering this Project Plan (as contemplated 8

11 in Title 62, Section 853(14)(e) of the Local Development Act), including any interest component pursuant to a reimbursement obligation). X. METHODS OF FINANCING PROJECT COSTS, EXPECTED SOURCES OF REVENUES, AND TIME WHEN COSTS OR MONETARY OBLIGATIONS ARE TO BE INCURRED A. Methods of Financing. It is expected that the Project Costs will be paid from proceeds of the Authority s tax apportionment bonds or notes, to be issued in one or more series (collectively, the TIF Bonds ). Payment of principal and interest due on the TIF Bonds will be paid from available TIF Revenues. Certain Project Costs may be directly paid by a third party developer or the City and reimbursed from proceeds of the TIF Bonds. Alternately, certain Project Costs may also be directly paid by a third party developer or the City and reimbursed from TIF Revenues in excess of those needed for debt service on the TIF Bonds. Certain other costs of the Project may be paid from such other funds of the City or the Authority as may be lawfully used for the purposes hereinabove stated, including proceeds of certain debt obligations issued by the Authority and secured by a pledge of general sales tax, utility, or other available revenues. B. Expected Sources of Revenues. The payment of Project Costs, including principal, interest and any premium on the redemption of any TIF Bonds, will be made from one or more of the following sources of TIF Revenues: (i) Ad Valorem Increment Revenues. In accordance with the provisions of the Local Development Act, fifty percent (50.0%) of the increments of real and personal property ad valorem taxes generated within the Increment District, in excess of the real and personal property ad valorem taxes generated from the base assessed value of the Increment District, as such increments are determined and defined pursuant to the Local Development Act (i.e., the Ad Valorem Increment Revenues ), are to be apportioned and set aside from all other ad valorem taxes levied within the Increment District, to be used exclusively for: (a) the payment of principal, interest and premium, if any, on the TIF Bonds, issued pursuant to Section 863 of the Local Development Act; (b) to make payments, if required, to satisfy or replenish any reserve requirement established with respect to the TIF Bonds; (c) the payment of Project Costs incurred in connection with the development or construction of those projects listed in this Project Plan; and (d) the reimbursement of a developer, including any interest component (pursuant to a development agreement with the City), the City, or any agency thereof (including the Authority), which has paid Project Costs from funds which 9

12 were not increments derived from the Increment District, but only to the extent that such sums were actually paid. Provided, however, the remaining unapportioned fifty percent (50.0%) of the real and personal property ad valorem taxes generated within the Increment District, in excess of the real and personal property ad valorem taxes generated from the base assessed value of the Increment District, and as otherwise determined pursuant to the Local Development Act, shall be retained by the respective ad valorem taxing entities. Pursuant to the Local Development Act, the Ad Valorem Increment Revenues apportioned hereunder shall be transferred by the McClain County Treasurer to a special fund to be known as the Increment District No. 1 - Apportionment Fund (hereinafter, the Apportionment Fund ), which fund will be held by and be the property of the City (except that such fund may also be held by the Authority or a trustee acting on behalf of the Authority). No portion of such increments and no portion of the Apportionment Fund shall constitute a part of the general fund of the City. All Ad Valorem Increment Revenues so collected shall be placed into a separate account created within the Apportionment Fund and shall be pledged as security for the payment of the TIF Bonds or otherwise used to pay (or reimburse the payment of) Project Costs (such account being hereinafter referred to as the Ad Valorem Tax Increment Revenue Account ). The apportionment of ad valorem taxes pursuant to this section shall terminate upon the final payment of, or reimbursement for, all Project Costs incurred in connection with the projects listed in this Project Plan, and the payment of all outstanding principal, accrued interest, and premium due on the TIF Bonds; provided, however, that in no case shall the apportionment of revenues pursuant hereto extend beyond the Expiration Date. In the event that any portion of the principal of or interest on the TIF Bonds, issued in connection herewith, or any amount due and owing for reimbursement under a development agreement entered into by the City, remains unpaid as of the Expiration Date, then the Increment District shall not terminate until the increment apportioned during the term of the Increment District is actually received by the Apportionment Fund, even if the receipt of such revenues occurs subsequent to the Expiration Date. (ii) Sales Tax Increment Revenues. In accordance with the provisions of the Local Development Act, fifty percent (50.0%) of the incremental sales and use tax revenues derived from the Increment District, representing the equivalent of 2.0% of the total 4.0% sales and use tax levied by the City pursuant to Chapter 1, Article 5, Section 1-75 et seq., of the Blanchard Code of Ordinances, as such Code of Ordinances may be amended, replaced, extended, superseded, terminated, or otherwise modified from time to time, plus the equivalent of 0.25% of the total 0.5% sales and use tax levied by the County pursuant to Resolution of the County, as such Resolution may be amended, replaced, extended, superseded, terminated, or otherwise modified from time to time, and generated within or sourced to the Increment District, as such increments are hereinafter determined and defined pursuant to the Local Development Act (i.e., the 10

13 Sales Tax Increment Revenues ), are to be apportioned and set aside from all other sales and use taxes levied within the Increment District, to be used exclusively for: (a) the payment of principal, interest and premium, if any, on the TIF Bonds, issued pursuant to Section 863 of the Local Development Act; (b) to make payments, if required, to satisfy or replenish any reserve requirement established with respect to the TIF Bonds; (c) the payment of Project Costs incurred in connection with the development or construction of those projects listed in this Project Plan; and (d) the reimbursement of a developer, including any interest component (pursuant to a development agreement with the City), the City, or any agency thereof (including the Authority), which has paid Project Costs from funds which were not increments derived from the Increment District, but only to the extent that such sums were actually paid. Provided, however, the remaining unapportioned fifty percent (50.0%) of the incremental sales and use tax revenues derived from the Increment District, representing the equivalent of 2.0% of the total 4.0% sales and use tax levied by the City and the equivalent of 0.25% of the total 0.5% sales and use tax levied by the County, shall be retained by the City and the County, respectively, and utilized for any lawful purpose consistent with the aforementioned Code of Ordinances or County Resolution. Provided further, that if said rate of sales and use tax levied by the City shall increase or decrease pursuant to the Code of Ordinances, said percentages of allocation shall automatically be revised in a manner that will yield Sales Tax Increment Revenues equivalent to the proceeds of a 2.0% sales and use tax rate. Provided further, the County shall grant its specific consent as required by Section 861(A)(2)(c) of the Local Development Act prior to the capture of any Sales Tax Increment Revenue derived from the levy of sales and use tax by the County. Provided, further, the increment of sales and use taxes upon which the Sales Tax Increment Revenues is calculated shall be reduced by the amount of sales tax revenues generated by any existing businesses (currently located within the City, but outside the boundaries of the Increment District) that cease operations at their existing location and relocates to within the Increment District (said reduction referred to herein as a Transfer Adjustment ). Said amount of annual reduction shall be calculated based on the sales tax collections during the twelve month period prior to closing the previous location. For purposes of determining the incremental portion of the sales taxes generated within the District, the City Clerk of the City shall certify as the base sales tax amount the annual sales taxes received by the City that were generated within or sourced to the area comprising the Increment District between January 1, 2014, and December 31, If necessary for such certification, said base amount may be determined using reasonable estimates prepared by the City Manager. All sales tax revenue generated 11

14 within the Increment District and received by the City or the County which are in excess of such base amount, net of any Transfer Adjustment, shall be considered to be the increment subject to apportionment by this section. In addition to sales and use tax generated from retail sales, the Sales Tax Increment Revenues shall include all sales and use tax generated from actual construction occurring within the Increment District. The City shall to the extent necessary establish procedures related to the calculation and determination of construction related sales and use tax revenue qualifying as Sales Tax Increment Revenues. Such procedures shall stipulate that construction related Sales Tax Increment Revenues be derived only from new construction activities occurring within the Increment District. The City shall be entitled to rely on certifications of actual construction costs provided by a developer or related party in connection with determining any applicable Sales Tax Increment Revenues. Pursuant to the Local Development Act, the Sales Tax Increment Revenues apportioned hereunder and so collected shall be placed into a separate account created within the Apportionment Fund (such account being hereinafter referred to as the Sales Tax Increment Revenue Account ) and shall be pledged as security for the payment of the TIF Bonds or otherwise used to pay (or reimburse the payment of) Project Costs. No portion of such increments and no portion of the Apportionment Fund shall constitute a part of the general fund of the City. The apportionment of sales and use taxes pursuant to this section shall terminate upon the final payment of, or reimbursement for, all Project Costs incurred in connection with the projects listed in this Project Plan, and the payment of all outstanding principal, accrued interest, and premium due on the TIF Bonds; provided, however, that in no case shall the apportionment of revenues pursuant hereto extend beyond the Expiration Date. In the event that any portion of the principal of or interest on the TIF Bonds, issued in connection herewith, or any amount due and owing for reimbursement under a development agreement entered into by the City, remains unpaid as of the end of the Expiration Date, then the Increment District shall not terminate until the increment apportioned during the term of the Increment District is actually received by the Apportionment Fund, even if the receipt of such revenues occurs subsequent to the Expiration Date. C. Time When Costs Or Monetary Obligations Are To Be Incurred. It is estimated that the time frame for incurring a significant portion of the Project Costs will be within three years from the date of approval of this Project Plan; however, certain Project Costs will not be incurred until appropriate development projects within the Increment District are identified by the City. It is anticipated that most Project Costs will be paid from proceeds of TIF Bonds issued by the Authority, provided however, certain Project Costs may be directly paid or reimbursed from apportioned TIF Revenues. 12

15 D. Flow of Funds; Excess Revenues. During the term of the Increment District, TIF Revenues shall be utilized as follows: FIRST: SECOND: THIRD: FOURTH: The payment of principal, accrued interest, and premium, if any, due on the TIF Bonds; Transfer to any debt service reserve established in connection with the TIF Bonds in such amounts as may be necessary to restore the reserve to its prescribed levels; All amounts remaining shall thereafter be utilized for (i) payment and/or reimbursement of authorized Project Costs (including any interest component pursuant to a development agreement); and (ii) pre-payment of principal on the TIF Bonds until such time as all TIF Bonds are retired; and Upon retirement of all TIF Bonds and payment of all Project Costs, (a) any remaining Ad Valorem Increment Revenues shall be transferred to the various ad valorem taxing jurisdictions, in the same percentages as originally collected, as determined by reference to the millage levied by each of the various ad valorem taxing jurisdictions for the related tax year, excluding sinking fund levies, and (b) any remaining Sales Tax Increment Revenues shall be transferred to the City and the County, respectively, for deposit into the General Fund or to the appropriate special fund, in each case consistent with the provisions of the Local Development Act. XI. FINANCING REVENUE SOURCES The TIF Revenues are expected to finance all or a portion of the Project Costs authorized by Section IX. Based on the initial projections of incremental ad valorem tax revenue, it is estimated that approximately $4.15 million could be generated by the incremental increase in ad valorem tax revenue during the term of the Increment District, with approximately $2,079,173 available for allocation to Project Costs and approximately $2,079,173 retained by the respective ad valorem taxing entities. The initial projections of ad valorem Financing Revenue Sources are based upon an estimated $23.5 million initial total net capital investment, an 11.0% assessment rate, and an approximately 0.105% average millage levy within the Increment District. The McClain County Tax Levies as certified by the McClain County Clerk indicate a total levy of %, including a mill levy for the Sinking Fund of the School District. This levy amount is unusually high, and may likely be sustained at a lower level for the term of the Increment District. Consequently, estimated ad valorem tax revenue has been projected using a constant total levy of 0.105%, which would include a mill levy for the Sinking Fund of the School District. 13

16 Based on the initial projections of incremental sales and use tax revenue, it is estimated that approximately $36.5 million could be generated by the incremental increase in sales and use tax revenue (from construction and retail sources) during the term of the Increment District, with approximately $18.3 million available for allocation to Project Costs, approximately $16.2 million retained by the City, and approximately $2.0 million retained by the County. The initial projections of incremental sales and use tax revenue are based upon the projected revenues generated within the Increment District from the levy of a combined aggregate total of four and one-half percent (4.5%) sales and use tax on new construction within the Increment District and new retail and other space generating approximately $812.7 million in gross taxable sales during the term of the Increment District. The calculation of projected TIF Revenues will be refined based upon (i) the actual effective ad valorem tax rate and base assessed valuation, as determined from time to time by the McClain County Assessor and subject to change by voters of the applicable taxing jurisdictions at an election(s) held for such purpose, (ii) the total net capital investment resulting from development within the Increment District, (iii) the timing of the development; and (iv) the impact of the specific nature of the actual retail investment on projected sales per square foot. The realization of the TIF Revenues is directly dependent on the City s ability to attract development proposals on a magnitude necessary to fully develop the area within the Increment District during the term of the Increment District. The anticipated development is more fully discussed in Exhibit E. Please see Exhibit F for a Preliminary Site Development Plan for the Project. The Authority and/or the City may enter into economic development agreements with the developers of any portion of the Project or any other parties as required by the Local Development Act. Certain public improvements may be designed and/or constructed by the City. Authorized Project Costs, or the payment of debt service on TIF Bonds issued to pay Project Costs, will be paid from TIF Revenues by the City or the Authority, and may include (i) reimbursement of the City or the Authority for certain public improvements constructed from other available funds, and (ii) assistance in development financing (as authorized by the Local Development Act) to a third party developer for certain public infrastructure and/or other site improvements constructed on behalf of the City in furtherance of the purposes of this Project Plan. The financing of the projected private development in the area may be provided by private equity and private mortgage financing, secured by the private developments. XII. PUBLIC REVENUE ESTIMATED TO ACCRUE FROM THE PROJECT AND OTHER ECONOMIC IMPACTS The increase in ad valorem tax and sales and use tax revenues (estimated at a total of approximately $40.7 million over the term of the Increment District, and of which $20.35 million would be apportioned for Project Costs), of which portions will serve as the revenue source for financing the Project Costs authorized by Section IX of this Project Plan, are the public revenues directly attributable to the project defined by establishment of the Increment District. Based on 14

17 the allocations of incremental tax revenue to Project Costs, over the approximately eighteen (18) year duration of the Increment District, (i) the incremental ad valorem tax revenue is expected to total approximately $4.16 million, of which $2.08 milion would be apportioned for Project Costs and $2.08 milion retained by the respective taxing jurisdictions; and (ii) the incremental sales and use tax revenue is expected to total approximately $36.6 million (from construction and retail sources), of which $18.3 million would be apportioned for Project Costs, $16.25 million retained by the City, and $2.05 million retained by the County. Additionally, the various taxing jurisdictions may realize additional ad valorem tax and sales and use tax revenues from any additional development outside the boundaries of the Increment District. Construction of the improvements and subsequent development should have a considerable positive impact on total employment in the Blanchard area, including temporary construction jobs and permanent positions in retail and other commercial establishments. The actual amount of jobs, payroll, and capital investment will be largely dependent on the specific commercial establishments that ultimately locate in the area. Indirect impacts (associated with the employment and income which result from the provision of inputs in support of the primary activity), and induced impacts (associated with the wages and jobs resulting from changes in household expenditures which come about through direct and indirect employment) will also result in additional growth in the Blanchard area. This Project Plan includes certain projections and estimates, which are based on the current expectations or beliefs of third party developer(s) and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to changes in economic conditions, market demand and other factors affecting the development of the Project. XIII. PRIVATE AND PUBLIC INVESTMENTS EXPECTED FOR THE PROJECT The publicly financed Project Costs in the aggregate total amount of not to exceed $6,690,000, as authorized by this Project Plan, represent approximately 22.1% of the initial projected total public and private investment for the Project, which including anticipated expenditures by or on behalf of retail, commercial, or governmental entities locating within the Increment District, is expected to exceed $30.2 million. Exhibit E contains a description of the initial projected developments in the Increment District. XIV. MISCELLANEOUS PROVISIONS The property within the Increment District is currently zoned primarily for commercial uses. The proposed Project conforms to the comprehensive plan for the City, as amended. No changes in the ordinances (other than minor zoning adjustments) of the City are contemplated under this Project Plan. 15

18 EXHIBIT A MAP OF INCREMENT DISTRICT NO. 1 PUBLIC DRAFT Project Plan Dated: 01/29/2015 The boundaries of Increment District No. 1, City of Blanchard contain an area generally described as a triangular area bordered on the north by NE 10 th Street, on the west by North Council Avenue, and on the southeast by U.S. Highway 62/277/State Highway 9, plus underdeveloped frontage extending northeast along the Highway to approximately Rockwell Avenue and underdeveloped parcels along State Highway 76 west of North Council Avenue and north of NE 10 th Street. The approximate boundaries of the Increment District are outlined in red on the following page. Please see Exhibit B for a legal boundary description of Increment District No. 1.

19 Exhibit A - Map of Increment District No. 1

20 EXHIBIT B PUBLIC DRAFT Project Plan Dated: 01/29/2015 INCREMENT DISTRICT LEGAL DESCRIPTION INCREMENT DISTRICT NO. 1 An area located entirely in McClain County, Oklahoma, more particularly described as follows: A TRACT OF LAND LOCATED IN PART OF THE N/2 OF SECTION 29, S/2 OF SECTION 20, AND SE/4 OF SECTION 19 OF TOWNSHIP 8 NORTH, RANGE 4 WEST. BEING MORE PARTICULARLY DESCRIBED AS: BEGINNING AT THE SW CORNER OF LOT 3, BLOCK 1 OF THE BLANCHARD CROSSING PLAT FILED IN McCLAIN COUNTY. LOCATED IN THE N/2 OF SECTION 29. THENCE, N00º23 31 W A DISTANCE OF FEET TO THE NW CORNER OF LOT 2 OF BLANCHARD CROSSING PLAT; THENCE, N89º31 52 W A DISTANCE OF FEET; THENCE, N00º05 26 W A DISTANCE OF FEET TO THE SE/4 OF SECTION 19; THENCE, N89º53 32 W A DISTANCE OF FEET; THENCE, N00º06 28 W A DISTANCE OF FEET TO A POINT IN COMMON AREA A OF KENDALL HEIGHTS PLAT FILED IN McCLAIN COUNTY; THENCE, WEST A DISTANCE OF FEET TO A POINT ON THE NORTH LINE OF LOT 18, BLOCK 6 OF KENDALL HEIGHTS FILED PLAT; THENCE, NORTH A DISTANCE OF FEET TO A POINT ON THE NORTH LINE OF LOT 21, BLOCK 6 OF KENDALL HEIGHTS FILED PLAT; THENCE, N89º E A DISTANCE OF FEET TO THE NE CORNER OF LOT 24, BLOCK 6 OF KENDALL HEIGHTS FILED PLAT; THENCE N45 º E A DISTANCE OF FEET, ALONG THE KENDALL HEIGHTS FILED PLAT; THENCE, NORTH ALONG THE EAST LINE OF LOT 25, BLOCK 6 OF KENDALL HEIGHTS FILED PLAT A DISTANCE OF FEET TO THE NW CORNER OF LOT 25, BLOCK 6, OF KENDALL HEIGHTS FILED PLAT; THENCE, N89º48 20 E A DISTANCE OF FEET TO A POINT ON THE NORTH LINE OF LOT 25, BLOCK 6 KENDALL HEIGHTS FILED PLAT; THENCE, S00º13 52 W A DISTACNE OF FEET TO A POINT ON THE NORTH LINE OF LOT 1, BLOCK 6 OF KENDALL HEIGHTS FILED PLAT; THENCE, S45º23 54 W A DISTANCE OF FEET TO THE NW CORNER OF LOT 2, BLOCK 6 OF KENDALL HEIGHTS FILED PLAT; THENCE, S43º19 34 E A DISTANCE OF FEET; THENCE, N89º55 32 E A DISTANCE OF FEET; THENCE, S00º13 52 W A DISTANCE OF FEET TO THE SOUTH RIGHT OF WAY LINE OF THE TIMBER OAKS PLAT FILED IN McCLAIN COUNTY; THENCE, N 89º31 52 E A DISTANCE OF 2, FEET TO THE SW CORNER OF LOT 21, BLOCK 1 OF HOUSER PLACE ADDITION PLAT FILED IN McCLAIN COUNTY; THENCE, N00º05 26 W A DISTANCE OF FEET TO THE NW CORNER OF LOT 21, BLOCK 1 OF HOUSER PLACE FILED PLAT; THENCE, N89º33 17 E A DISTANCE OF FEET TO THE SE CORNER OF LOT 1, BLOCK 1 OF HOUSER PLACE FILED PLAT; THENCE, N00º04 25 E A DISTANCE OF FEET TO THE NW CORNER OF LOT 4, BLOCK 1 OF HOUSER PLACE FILED PLAT; THENCE, N00º04 25 E A DISTANCE OF TO A POINT ALONG THE EAST LINE OF LOT 5, BLOCK 1 OF HOUSER PLACE FILED PLAT; THENCE, N89º33 17 E A DISTANCE OF FEET; THENCE, S00º04 25 E A DISTANCE OF FEET; THENCE, S49º11 55 E A DISTANCE OF FEET; THENCE, N52º05 15 E A DISTANCE OF 1, FEET; THENCE, S00º23 31 W A DISTANCE OF FEET; THENCE, S89º58 36 W A DISTANCE OF FEET; THENCE, N19º24 13 E A DISTANCE OF FEET; THENCE, S89º58 36 W A DISTANCE OF FEET; THENCE, S00º01 24 E A DISTANCE OF FEET; THENCE, S89º58 36 W A DISTANCE OF FEET TO THE NE CORNER OF LOT 2 OF PICKARD ESTATES B-1

21 PLAT FILED IN McCLAIN COUNTY; THENCE, S A DISTANCE OF FEET ALONG THE WEST LINE OF LOT 2 OF PICKARD ESTATES FILED PLAT; THENCE, S89º58 36 W A DISTANCE OF FEET TO THE NW CORNER OF LOT 6 OF PICKARD ESTATES FILED PLAT; THENCE, S00º01 24 W A DISTANCE OF FEET TO THE SE CORNER OF LOT 6 OF PICKARD ESTATES FILE DPLAT; THENCE, S89º44 43 W A DISTANCE OF FEET; THENCE, S00º15 41 E A DISTANCE OF FEET TO THE NE CORNER OF LOT 1, BLOCK 1 OF FOX RUN ADDITION PLAT FILED IN McCLAIN COUNTY, TO A POINT IN THE N/2 OF SECTION 29; THENCE, S89º44 43 W A DISTANCE OF FEET TO A POINT ON THE NORTH LINE OF LOT 1, BLOCK 1 OF THE FOX RUN FILED PLAT; THENCE, S52º09 00 W A DISTANCE OF FEET TO THE NW CORNER OF LOT 51, BLOCK 1 OF FOX RUN FILED PLAT; THENCE, S52º09 00 W A DISTANCE OF FEET TO A POINT ALONG THE NORTH LINE OF LOT 50, BLOCK 1 OF FOX RUN FILED PLAT; THENCE, S27º40 07 W A DISTANCE OF FEET TO THE NW CORNER OF LOT 50, BLOCK 1 OF THE FOX RUN II PLAT FILED IN McCLAIN COUNTY; THENCE, S43º18 59 W A DISTANCE OF FEET TO THE NW CORNER OF LOT 49, BLOCK 1 OF FOX RUN II FILED PLAT THAT IS ALSO A KNOWN POINT ALONG THE NE LINE OF LOT 10, BLOCK 1 OF FOX RUN III PLAT FILED IN McCLAIN COUNTY; THENCE, N35º46 52 W A DISTANCE OF FEET TO THE NE CORNER OF LOT 11, BLOCK 1 OF THE FOX RUN III FILED PLAT; THENCE, N35º46 52 W A DISTANCE OF FEET; THENCE, S51º56 35 W A DISTANCE OF 2, FEET ALONG THE EAST LINE OF THE FILED PLAT OF BLANCHARD CROSSING TO THE POINT OF BEGINNING. SAID TRACT CONTAINING ACRES MORE OR LESS. B-2

22 EXHIBIT C PUBLIC DRAFT Project Plan Dated: 01/29/2015 MAP OF ECONOMIC DEVELOPMENT PROJECT AREA The boundaries of the Project Area associated with Increment District No. 1, City of Blanchard contain an area generally described as the Increment District plus the adjacent area immediately surrounding and encircling the Increment District, including portions of Sections 19, 20, 29, and 30 of Township 8 North, Range 4 West of the Indian Meridian, McClain County, Oklahoma. Increment District Project Area C-1

23 EXHIBIT D PROJECT AREA LEGAL DESCRIPTION PUBLIC DRAFT Project Plan Dated: 01/29/2015 INCREMENT DISTRICT NO. 1 PROJECT AREA An area located entirely in McClain County, Oklahoma, more particularly described as follows: THE SOUTHEAST ¼ OF SECTION 19, THE SOUTH ½ OF SECTION 20, THE NORTH ½ OF SECTION 29, AND THE NORTHEAST ¼ SECTION 30, ALL IN TOWNSHIP 8 NORTH, RANGE 4 WEST, CITY OF BLANCHARD, MCCLAIN COUNTY, OKLAHOMA. D-1

24 EXHIBIT E PUBLIC DRAFT Project Plan Dated: 01/29/2015 PROPOSED DEVELOPMENT IN THE INCREMENT DISTRICT The City desires to encourage economic development in the City by facilitating the creation of significant additional commercial development along the U.S. Highway 62 corridor within the City that encourages commerce, increases retail opportunities, and generates a corresponding growth in the local tax base (collectively, the Project ). The City recognizes the difficulty in attracting significant development to the area due to the lack of adequate infrastructure necessary to serve substantial development. The City will construct or cause to be constructed additional supporting public infrastructure necessary to facilitate additional commercial development throughout the Increment District. Development will proceed based on commercial opportunities that are presented to the City, all in accordance with applicable laws and regulations. COMMERCIAL DEVELOPMENT The goal of the City in connection with the Blanchard Economic Development Project Plan is to encourage significant commercial development that contributes to and improves the quality of life for City residents. The preliminary development plan for the Project centers around the attraction of a big-box national retailer to serve as an anchor tenant for the development, with the anticipation that such a retail anchor will generate sufficient traffic to encourage additional retail development in the surrounding area. The City proposes to attract a retail anchor to an available site located along the south side of NE 10 th Street visible from U.S. Highway 62 by improving accessibility along NE 10 th Street and making other connecting traffic improvements between U.S. Highway 62 and State Highway 76. The City also proposes to make additional public infrastructure improvements along U.S. Highway 62 to maximize potential development of the retail corridor. Specific improvements that have been identified by the City, including estimated costs, include: (i) LED signal upgrades for NE 10 th at US-62 (estimated cost of $150,000.00); (ii) (iii) (iv) New signals and interconnections for US-62 at Ambassador Dr., Ambassador Dr. at NE 10 th, and OK-76 at N. Main St. and NE 10 th Street (estimated cost of $1,414,400.00); Intersection modification of NE 10 th (with drainage improvements) and at OK-76 and Main St. (estimated cost of $1,052,507.50) Sidewalk construction along US-62 north on Main St. to OK-76, along Main Street to Choctaw Trails, along US-62 west to OK-76, along NE 10 th Street south along Council to 7 th then east along 7 th to Blanchard Crossings (estimated cost of $724,283.70); E-1

25 (v) Pavement resurfacing and/or reconstruction of NE 10 th Street from US-62 to OK- 76, NE 7 th Street from N. Council Ave. into School Parking, and N. Council Ave. from NE 10 th south to NE 7 th (estimated cost of $958,610.50); (vi) Water and sewer line improvements along US-62 (estimated cost of $301,145.48); (vii) New street construction and sidewalks: Choctaw Trails from OK-76 west to Main St. (estimated cost of $407,218.94) (viii) Street Lighting along Main St. north to OK-76 northeasterly to NE 10 th then east along NE 10 th to US-62, and long US-62 from Tyler Avenue northeasterly to Rockwell Avenue (estimated cost of $468,480.00) (ix) (x) Engineering costs estimated at approximately 8% ($403,450.57); and Inspections, Testing, Advertising and other miscellaneous costs estimated at approximately % ($254,903.31). Additionally, the City has identified a need for up to $500, to acquire property within the Increment District that can be utilized to further enhance the development opportunities. Organizational costs in the approximate amount of $55, will be paid by the City in connection with the establishment of the Increment District, and will be reimbursed from available TIF Revenues. Any or all of the Project Costs may be funded through the issuance of one or more series of TIF Bonds. The City may construct the Public Improvements and/or may enter into reimbursement incentive(s) for assistance in development financing (as authorized by Section 853(14)(o) of the Local Development Act) to offset the same costs if completed by a third party on behalf of the City. The TIF Revenue projections are based on approximately 221,600 square feet of new retail, restaurant, and other commercial space with an approximate aggregate market value of $23.5 million and generating aggregate annual taxable sales of approximately $50.79 million. It is anticipated that full development will occur over an approximately five (5) year period following establishment of the Increment District. E-2

26 EXHIBIT F PUBLIC DRAFT Project Plan Dated: 01/29/2015 PROPOSED IMPROVEMENTS TO THE PROJECT AREA F-1

27 TIF District Boundary New Water Main New Sewer Main Roadway Project / Improvement Signal / Intersection Improvement New Sidewalk Exhibit F - Proposed Improvements to the Project Area