A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HARDEEVILLE, SOUTH CAROLINA, DESCRIBING THE HILTON HEAD LAKES WEST MUNICIPAL IMPROVEMENT DISTRICT AND THE IMPROVEMENT PLAN FOR THE HILTON HEAD LAKES WEST MUNICIPAL IMPROVEMENT DISTRICT TO BE EFFECTED THEREBY, THE PROJECTED TIME SCHEDULE FOR THE ACCOMPLISHMENT OF THE IMPROVEMENT PLAN, THE ESTIMATED COST OF THE IMPROVEMENTS AND THE AMOUNT OF SUCH COSTS TO BE DERIVED FROM ASSESSMENTS, BONDS, AND OTHER FUNDS; SETTING FORTH THE PROPOSED BASIS AND RATES OF ASSESSMENTS TO BE IMPOSED WITHIN THE IMPROVEMENT DISTRICT; ORDERING A PUBLIC HEARING; AND OTHER MATTERS RELATING THERETO.   BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HARDEEVILLE, SOUTH CAROLINA, AS FOLLOWS: Section 1. Findings and Determinations.  The City Council (the “City Council”) of the City of Hardeeville, South Carolina (the “City”), hereby finds and determines:  (a) The City is a municipality of the State of South Carolina (the “State”), and as such, possesses certain powers granted by the Constitution and general laws of the State.  (b) Pursuant to the Municipal Improvement Act of 1999, codified as Title 5, Chapter 37 of the Code of Laws of South Carolina 1976, as amended (the “Act”), the municipalities of the State are vested with all powers consistent with the Constitution necessary, useful, and desirable to effect improvements within an improvement district, to increase property values, to prevent depreciation of property values, and to preserve and increase their tax bases.  (c) An “improvement plan” (within the meaning of Section 5-37-20(4) of the Act), entitled “Hilton Head Lakes West Improvement District City of Hardeeville, South Carolina Improvement Plan” dated July 9, 2025 (the “Improvement Plan”) has been prepared and presented to the City Council, which Improvement Plan, among other things, contemplates the creation of an “improvement district” (within the meaning of Section 5-37-20(3) of the Act) to be known as the Hilton Head Lakes West Municipal Improvement District (the “Improvement District”). A copy of the Improvement Plan, which is incorporated herein by reference, is available for review at the office of the City Manager of the City, located at 205 East Main Street, Hardeeville, South Carolina. The Improvement Plan contemplates the construction of certain public improvements within or benefiting the Improvement District as more particularly described herein (collectively, the “Improvements”) which constitute “improvements” (within the meaning of Section 5-37-20(2) of the Act). Main Road South and the Regional Pump Stations are currently under construction.  (d) The City Council hereby finds and determines that:   (1) the Improvements will be beneficial within the Improvement District;   (2) the Improvements will preserve or increase property values within the Improvement District;   (3) the Improvements are likely to encourage development in the Improvement District;   (4) the general welfare and tax base of the City will be maintained or improved by the creation of the Improvement District; and   (5) it would be fair and equitable to finance all or part of the cost of the Improvements by an assessment upon the real property located within the Improvements District.  (e) Pursuant to the Act, the City Council may establish the Improvement District and implement and finance, in whole or in part, the Improvement Plan in the Improvement District in accordance with the provisions of the Act.  (f) In accordance with the requirements of Sections 5-37-50 and 5-37-60 of the Act, City Council hereby directs and authorizes the publication of this resolution and the establishment of the time and place of a public hearing concerning the Improvement Plan.  It is now necessary and in the best interest of the health, safety, and general welfare of the citizens of the City that the Improvement District and Improvement Plan be described and the other requirements of the Act be met through adoption and publication of this resolution. Section 2. Description of Improvement District; Petition of Property Owner.  The Improvement District will consist of all or a portion of a tract of real property in Jasper County, South Carolina, within the corporate limits of the City, comprising approximately 2,605.86 acres and bearing tax map parcel numbers 042-00-06-045, 042-00-06-129, 042-00-06-130, 042-00-06-131, 042-00-06-132, and 042-00-06-133, as more fully described in the legal description attached as Exhibit A hereto (the “Property”). The real property comprising the Improvement District is presently owned by LK Development Group LLC, a Delaware limited liability corporation; Millrose Properties South Carolina, LLC, a South Carolina limited liability company; and TPG AG EHC III (LEN) Multi State 1, LLC, a Delaware limited liability corporation (collectively, the “Property Owner”), which have petitioned the City to create the Improvement District pursuant to Section 5-37-40(B) of the Act. Section 3. Description of Plan. The City is considering the issuance of bonds in one or more series and other borrowings (collectively, the “Bonds") pursuant to the Act to defray the costs of the Improvements. It is the intention of the Property Owner, individually and in conjunction with future owners or other interested parties, to undertake or engage in the financing of the Improvements in conjunction with the City for the benefit of the City and the future owners and users of the real property within the Improvement District. The Property Owner has petitioned the City to establish the Improvement District, has agreed to the imposition of special assessments on the real property located within the Improvement District pursuant to the Act in amounts sufficient to pay debt service on the Bonds and related administrative expenses, and has agreed to the construction of the Improvements.  The Improvement Plan sets forth the overall plan by which the City proposes to effect the Improvements within the Improvement District to preserve and enhance property values, prevent deterioration of the City’s urban areas and preserve and enhance the tax base of the City, including an overall plan by which the City proposes to effect such Improvements within the Improvement District in order to encourage and promote private or public development within the Improvement District. Section 4. Description of Improvements. The Improvements are more fully described in the Improvement Plan, and generally include the following items:   Public Improvement                                           Estimated Cost Main Road Section South                                   $34,411,000 Regional Pump Stations                                        4,557,000 Main Road Section North                                    13,310,000 Contingency                                                           7,722,000 Total                                                                       $60,00,000    It is expected that the Property Owner will construct the Improvements. Thereafter, the City or other public entity will acquire such Improvements from the Property Owner pursuant to an agreement to be entered into between the appropriate public bodies and the Property Owner. Section 5. Projected Time Schedule for Improvement Plan.  Construction of Improvements will proceed in accordance with the Improvement Plan, as such Improvements are needed, and as funds for the construction thereof are available. The Property Owner has represented that the Improvement Plan is expected to be implemented over approximately thirteen years, beginning in the fourth quarter of calendar year 2025. Section 6. Estimated Cost of Improvements.  It is estimated that the Improvements as more fully set forth in the Improvement Plan will cost approximately $60,000,000. The Property Owner requests the Improvements be financed by the issuance of the Bonds as described in Section 7 or by a combination of the issuance of the Bonds and other sources, including but not limited to contributions from the Property Owner. Section 7. Amount of Cost of Improvements to be Derived from Bonds or Other Permitted Funding Sources.  In order to finance the cost of the Improvements, the City proposes, upon the written request of the Property Owner, to issue approximately $84,270,000 in principal amount of Bonds pursuant to the Act, of which approximately $60,000,000 will fund the construction costs of the Improvements, the details of which shall be prescribed by one or more separate ordinances of the City Council. The City expects that the Bonds described in this Section 7 may be issued in multiple series and may be combined with or constitute a portion of a larger debt issue, including bonds issued for other purposes. The City acknowledges that it will issue the Bonds only upon the formal request of the Property Owner, which request shall set forth the Improvements to be financed, the expected cost of such Improvements, and the timeframe within which the proceeds of the Bonds will be applied to the cost of the Improvements. Section 8. Imposition of Assessments; Basis for and Rates of Assessment to be Imposed Within the Improvement District.  It is proposed that there shall be imposed “assessments,” within the meaning of Section 5-37-20(1) of the Act on real property in the Improvement District benefitting from the Improvements (the “Assessments”). Assessments shall be imposed upon properties within the Improvement District in accordance with an assessment report, assessment roll, and a rate and method of apportionment of assessments to be developed for the City by MuniCap, Inc., which shall establish the Assessments fairly reflecting the benefits derived from the Improvements by each of the individual parcels within the Improvement District.  The proposed basis for the Assessments is the allocation of Assessments equally per residential unit built or expected to be built on the parcel. The methodology and procedure for allocating Assessments shall provide that as real property within the District is subdivided, the Assessment on the parent parcel will be reallocated to the parcels that result from the subdivision on the basis of the residential units that may be built on the parcels. The sum of the Assessments on all parcels resulting from a subdivision shall equal the total Assessment of the parcel prior to the subdivision.  Two Assessments are proposed to be levied—Assessment A and Assessment B, as more fully described in the Improvement Plan.  Assessments within the Improvement District shall be set at a rate or rates which shall be sufficient to produce revenue sufficient to fund the principal of and accrued interest on the Bonds described herein, as well as administrative expenses with respect to the Improvement District.  Assessments within the Improvement District shall not be imposed upon the Improvements, nor shall they be imposed upon any portion of the Property that does not receive a benefit from such improvements. Assessments will not be imposed on real property parcels within the Improvement District that are owned by a public entity. Assessments will not be imposed on real property located outside the Improvement District.  The total of the Assessments to be imposed shall equal the sum of (i) the principal amount of the Bonds that are issued and to which Assessments are pledged (expected to be approximately $84,270,000) (ii) interest on such Bonds and ongoing expenses with respect to such Bonds; and (iii) administrative costs of the Improvement District, which total sum is projected to be $3,269,665.  The projected total annual Assessment for the first assessment year is expected to be $4,161,850. Thereafter, the projected annual Assessment is expected to increase by two percent per annum. It is anticipated that the Assessments will be imposed prior to the initial borrowing but will not be collected until required to pay debt service on the borrowing. Section 9. Public Hearing; Notice.  The City Council hereby establishes Thursday, October 2, 2025, as the date of the public hearing to be held in accordance with the provisions of Section 5-37-50 of the Act. Such public hearing shall be held during the regular City Council meeting beginning at 5:00 p.m., Thursday, October 2, 2025, in the Council Chambers, City Hall, 205 East Main Street, Hardeeville, South Carolina. At the public hearing and at any adjournment of it, any interested person may be heard either in person or by attorney on any matter in connection therewith. Written comments may be provided to the City at 205 East Main Street, Hardeeville, South Carolina, 29927, Attention: City Manager.  Pursuant to Section 5-37-60 of the Act, the City Council hereby authorizes the publication of this Resolution in its entirety once a week for two successive weeks in at least one newspaper of general circulation within the City as designated by the City Manager, with the final publication to occur not less than ten days prior to the public hearing to be held on Thursday, October 2, 2025.  THIS RESOLUTION SHALL BE EFFECTIVE IMMEDIATELY UPON ADOPTION.  DONE THIS 4th DAY OF SEPTEMBER, 2025.   CITY OF HARDEEVILLE, SOUTH CAROLINA By: Harry Williams, Mayor (SEAL) ATTEST: Clerk to Council   LEGAL DESCRIPTION OFHILTON HEAD LAKES WEST TRACT IMPROVEMENT DISTRICT PARCEL A:  ALL THAT PIECE, PARCEL OR TRACT OF LAND, known as Parcel A of the West Argent Tract, located in the City of Hardeeville, County of Jasper, State of South Carolina, containing two thousand six hundred five and 861/1000 (2,605.861) acres, more or less, being shown and described as "PARCEL A 2,605.861 ACRES" on a plat entitled "ALTA/NSPS LAND TITLE SURVEY PARCEL A ARGENT TRACT WEST" prepared for Lennar Carolinas, LLC, a Delaware limited liability company, by Robert K. Morgan, III, S.C.R.L.S. No. 26957, of Thomas & Hutton Engineering Co., Savannah, Georgia, dated January 3, 2022, and recorded on January 6, 2022, in Plat Book 38 at Page 252-272, bearing Doc. No. 202100007665, in the Office of the Register of Deeds for Jasper County, South Carolina, reference to said plat is hereby craved for a more complete description.  SAVING AND EXCEPTING THEREFROM:  ALL THOSE PIECES, PARCELS OR TACTS OF LAND, with all building and improvements located thereon, situate, lying and being in the City of Hardeeville, Jasper County, South Carolina, and shown and designated as “PARCEL A-1A-1 9,678.215 SF 222.181 AC.”, containing 222.181 acres, more or less, and “PARCEL A-1A-2 277,629 S.F. 6.373 AC.”, containing 6.373 acres more or less, on that certain plat entitled “MINOR SUBDIVSION OF PARCEL A-1A DEVELOPMENT POD I ARGENT TRACT WEST” dated October 23, 2024, prepared by Robert K. Morgan, III, RLS No. 26957, of Thomas & Hutton Engineering Co., and recorded in the Jasper County, South Carolina Register of Deeds Office on November 07, 2024, in Book 38 at Page 1000, bearing Doc. No. 202400006800, with said lot having such size, shape, dimensions, butting and boundings as will by reference to said plat more fully appear. AND ALL THOSE PIECES, PARCELS OR TACTS OF LAND, with all building and improvements located thereon, situate, lying and being in the City of Hardeeville, Jasper County, South Carolina, and shown and designated as “ROAD ‘A1’ (150’ R/W) 143,920 S.F. 3.304 AC.” containing 3.304 acres, more or less, “ROAD ‘A2’ (150 R/W) 297,204 S.F. 6.823 AC.” containing 6.823 acres, more or less, “ROAD ‘B1’ 58,856 S.F. 1.351 AC.” containing 1.351 acres, more or less, “ROAD ‘B2’ 70.245 S.F. 1.613 AC.” containing 1.613 acres, more or less, “PARCEL B2 5,636934 S.F. 129.406 AC.” containing 129.406 acres, more or less, “PARCEL B3 437,679 S.F. 10.048 AC.” containing 10.048 acres, more or less, “PARCEL C 293,437 S.F. 6.736 AC.” containing 6.736 acres, more or less, and “PARCEL D 68,830 S.F. 1.511 AC.” containing 1.511 acres, more or less, on that certain plat entitled “MINOR SUBDIVISION OF PARCEL A-1B, PARCEL B & ROAD “A” DEVELOPMENT POD I ARGENT WEST TRACT WEST” dated May 13, 2025, prepared by Robert K. Morgan, III, RLS No. 26957, of Thomas & Hutton Engineering Co., and recorded in the Jasper County, South Carolina Register of Deeds Office on May 14, 2025, in Book 38 at Page 1147, bearing Doc. No. 202500003195, with said lot having such size, shape, dimensions, butting and boundings as will by reference to said plat more fully appear. TMS No.: 042-00-06-45 (Parcel A) TOGETHER WITH the following easement rights:  Easement Area 1 (Tradition Avenue):  Easement rights conveyed pursuant to that Clerk of Court's Deed from Margaret Bostick, Clerk of Court for Jasper County to THH Acquisitions, LLC, dated November 29, 2011, and recorded in Deed Book 818, page 342, Jasper County, South Carolina records over those areas designated as "ACCESS EASEMENT - 1", containing 33.72 acres, more or less, and "ACCESS EASEMENT -2" containing 17 .18 acres, more or less, which parcels are more fully shown on the plat of survey entitled "A PLAT OF 33.72 AC. ACCESS EASEMENT & 17.18 AC. ACCESS EASEMENT, TRADITION, SC, TMS 042-00-02-012, CITY OF HARDEEVILLE, JASPER COUNTY, SC," prepared by Michael Jim Gardner, S.C.R.L.S. No. 12239, dated November 14, 2006, and recorded in Plat Book 29, Page 264, Jasper County, South Carolina records, said plat being incorporated herein and made a part hereof by this reference.  Easement Area 2 (School District Access):  Easement rights reserved in that Title to Real Estate from International Paper Realty Corporation, a Delaware corporation to Jasper County School District, a South Carolina public body, dated December 4, 2003, and recorded in Deed Book 287, page 71, Jasper County, South Carolina records, over, along and under that sixty-six (66) foot wide area shown as “66’ Permanent Access Utility Easement” on that plat entitled “88.872 ACRES BEING A PORTION OF THE WEST SIDE OF THE ARGENT TRACT,” prepared by Boyce L. Young, SC.R. L. S. No. 079, dated November 3, 2003, and recorded in Plat Book 27, Page 52, Jasper County, South Carolina records, said plat being incorporated herein and made a part hereof by this reference.  Easement Area 3:  Easement rights conveyed pursuant to that Access and Utility Joint Use Agreement (Easement 1) between WA Holdings South, LLC and the City of Hardeeville, South Carolina, dated October 29, 2021, and recorded in Deed Book 1089, Page 1620, Jasper County, South Carolina records, over, along and under that area designated as "RIGHT OF WAY EXTENSION 19.69 AC." On that Subdivision Plat entitled "A PLAT OF RIGHT OF WAY EXTENSION, 19.69 AC., LAKESIDE BOULEVARD, GARDEN LAKES ESTATES, HILTON HEAD LAKES NORTH, TMS 042-00-06-060, CITY OF HARDEEVILLE, JASPER COUNTY, SOUTH CAROLINA" prepared by Cook Land Surveying Inc., bearing the seal and certification of Donald R. Cook, Jr., South Carolina Professional Land Surveyor No. 19010, dated August 20, 2020, and recorded in Plat Book 38, Page 189, Jasper County, South Carolina records, said plat being incorporated herein and made a part hereof by this reference. - ALSO - PARCEL A-1A-1 & PARCEL A-1A-2:  ALL THOSE PIECES, PARCELS OR TACTS OF LAND, with all building and improvements located thereon, situate, lying and being in the City of Hardeeville, Jasper County, South Carolina, and shown and designated as “PARCEL A-1A-1 9,678.215 SF 222.181 AC.”, containing 222.181 acres, more or less, and “PARCEL A-1A-2 277,629 S.F. 6.373 AC.”, containing 6.373 acres more or less, on that certain plat entitled “MINOR SUBDIVSION OF PARCEL A-1A DEVELOPMENT POD I ARGENT TRACT WEST” dated October 23, 2024, prepared by Robert K. Morgan, III, RLS No. 26957, of Thomas & Hutton Engineering Co., and recorded in the Jasper County, South Carolina Register of Deeds Office on November 07, 2024, in Book 38 at Page 1000, bearing Doc. No. 202400006800, with said lot having such size, shape, dimensions, butting and boundings as will by reference to said plat more fully appear. TMS Nos.: 042-00-06-129 (Parcel A-1A-1) 042-00-06-133 (Parcel A-1A-2) - ALSO - ROAD “A1”, ROAD “A2”, ROAD “B1”, ROAD “B2”, PARCEL B2, PARCEL B3, PARCEL C & PARCEL D:  ALL THOSE PIECES, PARCELS OR TACTS OF LAND, with all building and improvements located thereon, situate, lying and being in the City of Hardeeville, Jasper County, South Carolina, and shown and designated as “ROAD ‘A1’ (150’ R/W) 143,920 S.F. 3.304 AC.” containing 3.304 acres, more or less, “ROAD ‘A2’ (150 R/W) 297,204 S.F. 6.823 AC.” containing 6.823 acres, more or less, “ROAD ‘B1’ 58,856 S.F. 1.351 AC.” containing 1.351 acres, more or less, “ROAD ‘B2’ 70.245 S.F. 1.613 AC.” containing 1.613 acres, more or less, “PARCEL B2 5,636934 S.F. 129.406 AC.” containing 129.406 acres, more or less, “PARCEL B3 437,679 S.F. 10.048 AC.” containing 10.048 acres, more or less, “PARCEL C 293,437 S.F. 6.736 AC.” containing 6.736 acres, more or less, and “PARCEL D 68,830 S.F. 1.511 AC.” containing 1.511 acres, more or less, on that certain plat entitled “MINOR SUBDIVISION OF PARCEL A-1B, PARCEL B & ROAD “A” DEVELOPMENT POD I ARGENT WEST TRACT WEST” dated May 13, 2025, prepared by Robert K. Morgan, III, RLS No. 26957, of Thomas & Hutton Engineering Co., and recorded in the Jasper County, South Carolina Register of Deeds Office on May 14, 2025, in Book 38 at Page 1147, bearing Doc. No. 202500003195, with said lot having such size, shape, dimensions, butting and boundings as will by reference to said plat more fully appear. TMS Nos.: 042-00-06-130 (Road “A1”, Road “A2”) 042-00-06-131 (Road “B1”, Parcel B3, Parcel C) 042-00-06-132 (Road “B2”, Parcel B2, Parcel D)