HomeMy WebLinkAboutContract 30700 CITY SECRETIN
CONTRACT NO.
AGREEMENT
by and among
the
CITY OF FORT WORTH, TEXAS
and
BOARD OF DIRECTORS OF
REINVESTMENT ZONE NUMBER TEN,
CITY OF FORT WOR'T'H, TEXAS
and the
LONE STAR LOCAL GOVERNMENT CORPORATION
dated as of
September 1, 2004
TABLE OF CONTENTS
Page
t DEFINITIONS . . . . . . . . . — . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
11 SCOPE OF SERVICES BY CORPORATION . . . . . . . . . . . . . . . . . . . 4
A. Management and Administrative Services and Consultants . . . . . . . . . . . . . . 5
B. Services With Respect to the Project Plan and the Financing Plan,
Annexations to the Reinvestment Zone, and Amendments to the Project Plan,
and the Financing Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
C. Construction of Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
111. BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
A. General Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
B. Power to Issue Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
C. Bonds . . . . , . , . . . . . . . . . . . . . . . . . . . . * . . . . . . . * . . . . . . . . . . 7
D. Accountin . . . . . . I . . . . . . . . I I I . I I . . . I . . . . I I . . . . . I . 1 8
E. Use of Tax Increments . . . . . . . . . . . . . . . I . I . . . . . . . . . . . . . . . . . . . I . . . 8
F. Pledge of Tax Increments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
G. Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
H. Bond Consultants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
IV, DUTIES AND RESPONSIBILITIES OF THE CITY AND THE REINVESTMENT
ZONE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
A. Duties of City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
B. Tax Increment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
C. Limitation of Source of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
D. Allocated Funds: Limitation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
E. Collection and Payment of Tax Increments by the City and the Reinvestment Zone . - . 9
F. Obligations of City and the Reinvestment Zone to be Absolute . . . . . . . . . . . . . 10
V. PERSONAL LIABILITY OF PUBLIC OFFICIALS . . . . . . . . . . . . . . . . 10
VI. LAW TO BE OBSERVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
VII. INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I
VIII, COORDINATION WITH CITY OFFICIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I
IX ADDRESS AND NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I
X APPLICABLE LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
XI. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
..........
XII. SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
XIII. TERM AND TERMINATION, DISSOLUTION OF CORPORATION . . . . . . . . . . . . . . . . 12
A. In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
B. Termination for Cause . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . 12
C. Dissolution of Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
XIV. AMENDMENT OR MODIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
XV COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EXECUTION PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
AGREEMENT BY AND BETWEEN THE
CITY OF FORT WORTH, TEXAS,
BOARD OF DIRECTORS OF
REINVESTMENT ZONE NUMBER TEN, CITY OF FORT WORTH, TEXAS,
AND THE
LONE STAR LOCAL GOVERNMENT CORPORATION
STATE OF TEXAS §
COUNTY OF TARRANT §
THIS AGREEMENT is made by and among the City of Fort Worth, Texas, a municipal
corporation and a home-rule city in the State of Texas (the "City"); Board of Directors of
Reinvestment Zone Number Ten, City of Fort Worth, Texas,a reinvestment zone created by the City
pursuant to Chapter 311, Texas Tax Code (the 'Reinvestment Zone"), and the Lone Star Local
Government Corporation,a not-for-profit local government corporation organized and existing under
the laws of the State of Texas (the "Corporation").
W-1-T-N-E-S-S-E-T-H:
WHEREAS, by ordinance adopted June 15, 2004 (the "Ordinance"), the City created the
Reinvestment Zone pursuant to Chapter 311, Texas Tax Code(the "Act"), pursuant to a preliminary
project plan for the Reinvestment Zone and a preliminary financing plan for the Reinvestment Zone;
and
WHEREAS, the Act requires the City to prepare a Project Pian (as hereinafter defined) and
a Financing Plan (as hereinafter defined) for the Reinvestment Zone; and
WHEREAS, the Ordinance created the Board of Directors for the Reinvestment Zone (the
"Zone Board") and directed the Zone Board to:
A. Make recommendations to the City Council concerning the administration of the
Reinvestment Zone; and
B. Prepare or cause to be prepared a Project Plan and a Financing Plan for the
Reinvestment Zone and submit the same to the City Council for its approval; and
WHEREAS, by resolution adopted on June 15, 2004 (the "Creation Resolution"), the City
authorized the creation of the Corporation to aid, assist and act on behalf of the City in connection
with the preparation and implementation of the Plans(as hereinafter defined) and in the performance
of the City's governmental and proprietary functions with respect to the common good and general
welfare of the City and the residents and property owners of the City, including specifically with
respect to the residents and property owners within the Reinvestment Zone; and
WHEREAS, the Creation Resolution also provided for the creation of a Board of Directors
of the Corporation (the "Corporation Board"),- and
WHEREAS,among other things, the Corporation Board and the Corporation are to aid,assist
and act on behalf of the City and the Zone Board-,
A. In the preparation and implementation of a Project Plan and a Financing Plan for the
Reinvestment Zone and amendments thereto; and
B. In the financing of the improvements described in the Project Plan (the
"Improvements") pursuant to the Financing Plan, and
WHEREAS,the City created the Reinvestment Zone pursuant to the Act with a duration from
the date the Ordinance was adopted until the earlier of(1) December 31, 2025 or (ii) the date on
which the Plans have been fully implemented and all Project Costs, tax increment bonds, interest on
such tax increment bonds and all other obligations, contractual or other-wise payable from Tax
Increment have been paid in full or otherwise retired; and
WHEREAS, the City and the Zone Board have determined that it will be advisable to have
the Corporation assist the Zone Board in the preparation of the Project Plan and the Financing Plan
and provide other services as further described in this Agreement; and
WHEREAS, it is the intention of the par-ties to this Agreement that, subject to the limitations
prescribed in the Act, this Agreement and the limitations of its Articles of Incorporation, the
Corporation shall have the authority to issue, sell or deliver its bonds, notes, or other obligations in
such amounts as may be necessary to provide for the construction of the Improvements and the
funding of any necessary reserve fund or capitalized interest accounts and the payment of the costs
of issuance of such bonds, notes, or other obligations, and perform other activities provided in this
Agreement; and
WHEREAS, the City and the Reinvestment Zone agree to pay for the Corporation's activities
performed pursuant to this Agreement from Tax Increments as provided in this Agreement, and
Chapter 311 of the Act and Chapter 431, Texas Transportation Code, authorize the City and the
Reinvestment Zone to enter into a contract with the Corporation for the purposes of providing
management and administration for the Reinvestment Zone,providing the services and improvements,
and otherwise performing the functions set forth in this Agreement; and
WHEREAS, the City and the Reinvestment Zone desire to contract with the Corporation to
provide the assistance described in this Agreement during the term of the Reinvestment Zone-, and
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WHEREAS, the Corporation was created in part to aid and assist the City and the
Reinvestment Zone in the manner set forth above, and the Corporation is willing to enter into a
contract with the City and the Reinvestment Zone setting forth the duties and responsibilities of the
Corporation, the City and the Reinvestment Zone;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, it is agreed as follows:
I.
DEFINITIONS
"Act" shall mean Chapter 311, Texas Tax Code.
"Agreement" shall mean this Agreement and all attachments between the City, the
Reinvestment Zone and the Corporation.
"Appraisal District " shall mean the Tarrant Appraisal District.
"Bond Documents" shall mean the resolution of the Corporation authorizing the issuance of
a series of Bonds and any trust indenture or supplement.thereto executed by the Corporation in
connection with the issuance of a series of Bonds.
"Bond Proceeds" shall mean the net proceeds from the sale of the Bonds.
"Bonds" shall mean the bonds of the Corporation authorized to be issued pursuant to the
resolution of the Corporation adopted September 28, 2004.
"Captured Appraised Value" shall mean the total appraised value of property in the
Reinvestment Zone as of January 1 of any year less the Tax Increment Base of the Reinvestment
Zone, all as defined in the Act.
"Cit " shall mean the City of Fort Worth, Texas.
"City Council" shall mean the City Council of the City.
"College District" shall mean Tarrant County College District.
"Corporation" shall mean the Lone Star Local Government Corporation.
"Corporation Board" shall mean the Board of Directors of the Corporation.
"County" shall mean Tarrant County, Texas.
"Developer" shall mean Cabela's Retail TX, L.P., a Nebraska limited partnership, as assignee
of the rights, duties and obligations of Cabela's Retail, Inc. under the Development A re
its successors and assigns.
r,
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"Development Agreement"shall mean that certain Master Economic Development Agreement
between the City, the County, the Corporation and the Developer, relating to the development of the
property in the Reinvestment Zone and funding improvements and Project Costs in the Reinvestment
Z:$
Zone, as the same may be amended from time to time.
"Financing Plan" shall mean the reinvestment zone financing plan for the Reinvestment Zone
as amended from time to time pursuant to the Act, as adopted by the Zone Board and approved by
the City Council.
"Generally Accepted Accounting Principles" shall mean such accepted accounting practice
as, in the opinion of the accountant, conforms at the time to a body of generally accepted accounting
principles as applied to governmental units.
"Hospital District" shall mean the Tarrant County Hospital District.
"Improvements" shall mean those improvements identified in the Project Plan that are to be
funded in whole or in part with Tax Increments,
"Plans" shall mean, collectively, the Project Plan and Financing Plan.
"Pledged Revenue Fund" shall mean the fund established by the Corporation in the Bond
Documents into which payments from the Tax Increment Fund are deposited.
'Project Costs" shall have the meaning set forth in Section 311.002(1) and the other
provisions of the Act,
"Proiect Plan" shall mean the project plan for the Reinvestment Zone as it may be amended
from time to time pursuant to the terms of the Act, as adopted by the Zone Board and approved by
the City Council.
"Reinvestment Zone" shall mean the Reinvestment Zone Number Ten, City of Fort Worth,
Texas, which was created by the Ordinance.
"Tax Increment" shall mean the amount of property taxes levied each year by each Taxing
Unit participating in the Reinvestment Zone (to the extent of their participation) on the Captured
Appraised Value-,
"Tax Increment Base" shall mean the total appraised value of all real property taxable by the
City and located in the Reinvestment Zone as of the year in which the Reinvestment Zone was
designated as a reinvestment zone, plus the total appraisal of all real property taxable by the City and
the other Taxing Units participating in the Reinvestment Zone and annexed to the Reinvestment Zone
determined as of the date on which the area was annexed to the Reinvestment Zone. As of the date
of this Agreement, the Tax Increment Base is
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"Tax Increment Fund" shall mean the Tax Increment Fund created by the City for the
Reinvestment Zone including any subaccount therein into which all Tax Increments shall be deposited
by the City.
"Taxing Unit" shall mean County, the College District, the Hospital District, the Water
District, and any other taxing unit (as defined in the Act) which participates in the Reinvestment
Zone.
,,Water District" shall mean the Tarrant Regional Water District.
"Zone Board" shall mean the Board of Directors of the Reinvestment Zone.
ff.
SCOPE OF SERVICES BY CORPORATION
To the extent of available funds, the services which the Corporation will furnish consist of,
among other things, the following:
A. Management and Administrative Services and Consultants. The Corporation will
provide management and administrative services for the Reinvestment Zone as requested by the Zone
Board that are necessary or convenient for the implementation of the Plans.
B. Services With Respect to the Plans, Annexations to the Reinvestment Zone, and
Amendments to the Plans.
1. The Zone Board has adopted the Plans and submitted such Plans to the City
Council,
2. As requested from time to time by the Zone Board,the Corporation will assist
in the preparation of amendments to the Plans. Any such amendments to the Plans will be prepared
in accordance with the requirements of the Act, and shall not be effective until approved by the City.
C. Construction ofImprovernents.
I. The Improvements shall be financed and constructed in phases in accordance
with the terms, conditions and requirements of the Plans and the Development Agreement. The City,
the Corporation and,the Developer shall cooperate and coordinate their activities with respect to the
commencement, financing and construction of the Improvements so that the commencement,
financing and construction of the Improvements shall occur at such times as are necessary or desirable
to meet the construction time requirements of Developer in the development of Developer's private
improvements in the Reinvestment Zone, in accordance with the Plans and, notwithstanding the
construction phasing identified in the Plans, to meet the construction time requirements of third
parties acquiring and improving real property in the Reinvestment Zone. It is agreed that a
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construction schedule and budget for the construction of each phase of the Improvements shall be
prepared, maintained and updated, from time to time, as required by the Development Agreement,
and the Developer in order to help implement the Project Plan, which schedule and budget, when
completed (and as updated), shall become an Exhibit to this Agreement.
2 To the extent that any of the Improvements to be constructed under the
management of the Developer pursuant to the Development Agreement are to be located in City
owned rights-of-way, the City shall grant to the Developer and its designees access thereto to enable
the construction of such Improvements. In the event additional right-of-way is required to construct
the Improvements, the City will cooperate with the Corporation to acquire the necessary right-of-
way, including, but not limited to, the use of the City's condemnation powers. The acquisition of the
right-of-way shall be at the expense of the Corporation. To the extent the City, the Corporation or
the Developer incur any costs, including financing costs, to undertake or construct any
Improvements, such costs shall constitute Project Costs incurred in furtherance of the Plans. The
preliminary description of the matters constituting Improvements is contained in the items listed in
the preliminary project plan and, when available, the Project Plan. The Corporation will cause the
Developer to be construct such Improvements in substantial accordance with the Project Plan.
3. It is acknowledged and agreed that the Plans are intended to include the
preliminary description of Project Costs for the Improvements and that it is not intended to be an
exhaustive or exclusive list. The Corporation and the City agree and acknowledge that the Developer
may seek and receive payment and reimbursement in accordance with this Agreement for all Project
Costs the Developer incurs, including specifically, but without limitation, all costs incurred by the
Developer in connection with the creation of the Reinvestment Zone and the implementation of the
Plans, out of Bond Proceeds, Tax Increment or other funds available under this Agreement or the
Development Agreement,
D. Construction Contracts. The Corporation shall require any contract for the
construction of Improvements to contain provisions relating to performance bonds, surety bonds,
insurance, indemnification, and other performances standards in accordance with the applicable
provisions of the Development Agreement.
III.
BONDS
A. General Statement. The parties have agreed that the Corporation has the authority to
issue Bonds that are to be repaid from moneys to be paid by the City and the Reinvestment Zone to
the Corporation from Tax Increments pursuant to this Agreement.
B. Power to Issue Bonds. Subject to the provisions of this Article, the Corporation
shall have the power from time to time to issue Bonds upon such terms and conditions as the
Corporation and the City shall determine to be necessary or desirable to implement the Plans. The
Bonds may be in the form of a bond, note or other debt instrument.
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+If
I
C. Bonds.
I. To implement the Plans, the Corporation may issue its Bonds in an amount
necessary to finance the construction of the Improvements and pay Project Costs(including amounts
necessary to fund reserve funds for the Bonds and to pay costs of issuance of the Bonds) which will
be repaid by the Corporation from payments made by the City and the Reinvestment Zone pursuant
to this Agreement, The issuance of Bonds by the Corporation shall be subject to the approval of the
City by a resolution duty adopted by the governing body of the City. The deposit and disbursement
of Bond Proceeds shall be made in accordance with the Bond Documents.
2, The Corporation agrees to commence the process to issue and sell the Bonds
from time to time, at such times and in such amounts as are required to produce Bond Proceeds in
an amount sufficient to accommodate the construction of the Improvements and to pay other Project
Costs as necessary; provided, however, that the Corporation will use all reasonable efforts to effect
the issuance and delivery of the first series of Bonds to finance the initial phase of the Improvements
described in the Project 'Plan on or before September 1, 2004, provided, further, that the failure of
the Corporation to issue such first series of Bonds by such date shall not impose any financial liability
on the City or any further obligation on the City to fund the costs of such Improvements. The
Corporation shall issue and sell the Bonds, from time to time, and shall hold and disburse the bond
proceeds as provided in this Agreement and the Bond Documents. The Corporation shall use its best
efforts to structure the Bonds so that the interest on the Bonds is excludable from taxation under the
Internal Revenue Code of 1986,as amended,and regulations promulgated thereunder. The foregoing
notwithstanding, the Corporation may issue Bonds the interest of which is subject to federal income
taxation under the Internal Revenue Code of 1986, as amended,
3. Bonds issued by the Corporation shall be secured, in whole or in part, by funds
deposited from time to time in the Pledged Revenue Fund. The Corporation agrees to provide to the
City and the Zone Board copies of any proposed trust indenture or bond resolution in connection with
any issuance of the Bonds. In addition, to the fullest extent permitted by law, the Corporation agrees
that it will not revoke or amend any orders, resolutions or other actions relating to the issuance, sale
or delivery of the Bonds, except as provided in the resolutions, indentures or other instruments
adopted or executed in connection with the sale of the Bonds. To the extent the Bonds are issued
as obligations, the interest on which is intended to be excludable from the income of the holders
thereof for federal income tax purposes, the Corporation agrees that they will take all actions
necessary to ensure that the interest payable on the Bonds is and remains excludable from the income
of the holders thereof under the Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder.
4. All Bond Proceeds generated from the issuance of the Bonds shall be
deposited into such funds and accounts, and disbursed in such manner and at such times, as shall be
provided for in the Bond Documents. All Bond Proceeds shall be held separate and apart from and
shall not be commingled with any other funds of the Corporation.
5. To the extent necessary or desirable, the Bond Documents may provided that
a reserve fund be established and funded as mutually agreeable to the Corporation and the City to
pay the principal and interest on the Bonds and/or to retire a portion of the Bonds.
D. Accounting. Complete books and records shall be maintained showing deposits to and
disbursements from the Tax Increment Fund of the City and the Pledged Revenue Fund or other funds
of the Corporation, which books and records shall be deemed complete if kept in accordance with
Generally Accepted Accounting Principles as applied to Texas municipalities and in accordance with
the provisions of the Act. Such books and records shall be available for examination by the duly
authorized officers or agents of the City during normal business hours upon request made not less
than five(5)business days prior to the date of such examination. The City and the Corporation shall
maintain such books and records throughout the term of this Agreement and for four (4) years
thereafter, all subject to the requirements of the Act.
E. Use of Tax Increments. The Corporation will use the moneys in the Pledged
Revenue Fund in accordance with the terms of the Bond Documents and the Plans.
F. Pledge of Tax Increments, The Corporation may pledge and assign all or a part of the
Pledged Revenue Fund under this Agreement to the owners and holders of Bonds of the Corporation.
G. Pledged Revenue Fund. The Pledged Revenue Fund is the account into which all
payments made by the City and the Reinvestment Zone pursuant to this Agreement shall be deposited.
The Pledged Revenue Fund shall be maintained at all times in the manner provided in the Bond
Documents. Any moneys received from investing and reinvesting the moneys paid by the City and the
Reinvestment Zone to the Corporation shall remain in this fund until used for the purposes permitted
by this Agreement in accordance with Section III.F., and may be commingled with other moneys of
the Corporation; provided, however, that these funds shall be accounted for separately. Moneys in
the Pledged Revenue Fund may be invested and reinvested by the Corporation only in investments
which would be eligible for investment by the City pursuant to the provisions of the Public Funds
Investment Act (Chapter 2256, Texas Government Code), Moneys on deposit in the Pledged
Revenue Fund will be secured in the same manner as City funds are required to be secured at the City
depository.
IV.
DUTIES AND RESPONS11BILITIES, OF THE CITY AND THE REINVESTMENT ZONE
A. Duties of Citv. The City agrees to provide customary City services in the
Reinvestment Zone subject to the provision of funds for these services in the City budget.
B. Tax Increment Fund. The City will establish a separate fund including subaccounts
if necessary in the City treasury into which all Tax Increments shall be deposited (the "Tax Increment
Fund"). During the term of this Agreement, the City, on behalf of itself and the Reinvestment Zone
will pay the Corporation, on a monthly basis on the first business day of each month, all monies then
available in the Tax Increment Fund. Upon receipt, the Corporation shall deposit such funds in the
Pledged Revenue Fund and use them in accordance with Article III.E. 77,
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C. Limitation of Source of Payment, The City and the Reinvestment Zone shall have no
financial obligation to the Corporation other than as provided in this Agreement or in other
agreements between the City,the Reinvestment Zone and the Corporation. The obligation of the City
and the Reinvestment Zone to the Corporation under this Agreement is limited to the Tax Increment
of the City and the other Taxing Units which are received by the City. This Agreement shall create
no obligation on the City or the Reinvestment Zone which is payable from taxes or other moneys of
the City other than the Tax Increments which are collected by the City. The obligation of the City
and the Reinvestment Zone to the Corporation shall be subject to the rights of any of the holders of
bonds, notes or other obligations that have heretofore or are hereafter issued by the City, the County,
the College District, the Hospital District, the Water District and any other Taxing Units that are
payable from or secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of
the City, the County, the College District, the Hospital District, the Water District and the other
Taxing Units, For so long as the Bonds are outstanding and unpaid, the City covenants and agrees
to annually assess, levy and collect its ad valorem taxes within the Zone. The foregoing
notwithstanding, consistent with the provisions of the Development Agreement, proceeds from any
380 Grant (as defined in the Development Agreement) may be used to secure debt service on bonds
issued by the Corporation in furtherance of the Plans,
D. Allocated Funds: Limitation of Duties. The duty of the City and the Reinvestment
Zone to pay money to the Corporation for any purpose under this Agreement is limited in its entirety
by the provisions of this Article. The payments herein provided for shall be the entire and complete
compensation of the Corporation for its services and expenses in connection herewith.
E. Collection and Payment of Tax Increments by the City and the Reinvestment Zone.
In consideration of the services to be provided by the Corporation, the City and the Reinvestment
Zone covenant and agree that they will, as authorized under the Act and other applicable laws,
continuously collect the Tax Increments from the Taxing Units whose participation in the
Reinvestment Zone is reflected in the Plans during the term of this Agreement in the manner and to
the maximum extent permitted by applicable law. To the extent the City and the Reinvestment Zone
may legally do so, the City and the Reinvestment Zone also covenant and agree that they will not
permit a reduction in the Tax Increments paid by the Taxing Units except to the extent provided in
the agreement with the Taxing Unit executed at the time the Taxing Unit agreed to participate in the
Reinvestment Zone. In addition, the City covenants and agrees that it will not dissolve the
Corporation and that any repeal of the right and power to collect the Tax Increments will not be
effective until all Bonds of the Corporation have been paid in full or until they are legally defeased.
The City and the Reinvestment Zone further covenant and agree that they will make all payments as
set forth in Article IV.B. above, by a direct deposit into the Pledged Revenue Fund, without
counterclaim or offset, but minus any expenses incurred by the City in connection with the collection
of the Tax Increments.
F. Obligations of City and the Reinvestment Zone to be Absolute. The obligation of the
City and the Reinvestment Zone to make the payments set forth in this Agreement from Tax
Increments shall be absolute and unconditional, and until such time as this Agreement, all Bonds
issued pursuant to this Agreement have been fully paid or otherwise satisfied or provision for payment
thereof shall have been made in accordance with their terms or the date of expiration of the
Reinvestment Zone, whichever comes first, the City and the Reinvestment Zone will not suspend or
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discontinue any payments provided for in this Agreement and will not terminate this Agreement for
any cause, including, without limiting the generality of the foregoing, the failure of the Corporation
to perform and observe any agreement, whether express or implied, or any duty, liability, or
obligation arising out of or connected with this Agreement. Nothing contained in this section shall
be construed to release the Corporation from performance of any of the agreements on its part
contained in this Agreement, and in the event the Corporation shall fail to perform any such
agreement on its part, the City may institute such action against the Corporation as the City may
deem necessary to compel performance so long as this action does not abrogate the obligations of
the City and the Reinvestment Zone to make the payments set forth in this Agreement to pay the
Bonds of the Corporation.
V.
PERSONAL LIABILITY OF PUBLIC OFFICIALS
To the extent permitted by State law, no director of the Corporation, nor any employee or
agent of the Corporation, no director of the Reinvestment Zone, nor any employee or agent of the
Reinvestment Zone, and no employee of the City, nor any councilmember or agent of the City, shall
be personally responsible for any liability arising under or growing out of this Agreement, or
operations of the Corporation under the terms of this Agreement.
V1.
LAW TO BE OBSERVED
The Corporation at all times shall observe and comply with all federal and state laws, local
laws, ordinances, orders, and regulations of the federal, state, county, or city governments.
VII.
INFORMATION
The Corporation shall, at such times and in such form as City may require, furnish periodic
information concerning the status of the Corporation, the Reinvestment Zone, and the performance
of its obligations under this Agreement, and such other statements, certificates and approvals relative
to the Corporation and the Reinvestment Zone as may be requested in writing by the City. The City
covenants and agrees that it shall provide the Corporation with such information as may be necessary
for the Corporation to satisfy its continuing disclosure obligation as set forth in the Bond Documents.
VIII.
COORDINATION WITH CITY OFFICIALS
The Corporation will coordinate its activities with the City Manager or the City Manager's
designee. Nothing in this Agreement is intended to confer upon the Corporation the right to use,
improve, or service any City property without the approval of the City.
Ix.
ADDRESS AND NOTICE
Any and all notices and communications under this Agreement shall be mailed by first-class
mail, or delivered, to the Corporation at the following address-
_10-
President, Board of Directors
Lone Star Local Government Corporation
1000 Throckmorton
Fort Worth, Texas 76102
Any and all notices and communications under this Agreement shall be mailed by first-class
mail, or delivered, to the City at the following address-
al
City Manager
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Any and all notices and communications under this Agreement shall be mailed by first-class
mail, or delivered, to the Reinvestment Zone at the following address:
Chairman, Board of Directors
Reinvestment Zone Number Ten,
City of Fort Worth, Texas
1000 Throckmorton
Fort Worth, Texas 76102
X.
APPLICABLE LAWS
THIS AGREEMENT IS MADE SUBJECT TO THE CONSTITUTION AND LAWS OF
THE STATE OF TEXAS.
X1.
CAPTIONS
The captions at the beginning of the Articles of this Agreement are guides and labels to assist
in locating and reading such Articles and, therefore, will be given no effect in construing this
Agreement and shall not be restrictive of the subject matter of any article, section, or part of this
Agreement.
XII.
SUCCESSORS AND ASSIGNS
This Agreement shall bind and benefit the respective parties and their legal successors, and
shall not be assignable, in whole or in part, by any party hereto without first obtaining the written
consent of the other party. Nothing herein shall be construed as creating any personal liability on the
"U"
part of any officer or agency of the City, of the Reinvestment Zone or of the Corporation,
XM.
TERM AND TERMINATION, DISSOLUTION OF CORPORATION
A. In General. This Agreement shall become effective, and its initial term shall begin, on
the date of execution by all parties, and shall end upon termination of the Reinvestment Zone.
B. Termination for Cause. A party may terminate its performance under this Agreement
only upon default by another party. Default by a party shall occur if the party falls to perform or
observe any of the terms and conditions of this Agreement required to be performed or observed by
that party. Should such a default occur, the party against whom the default has occurred shall have
the right to terminate all or part of its duties under this Agreement as of the thirtieth (30th) day
following the receipt by the defaulting party of a notice describing such default and intended
termination, provided, that such termination may be stayed, at the sole option of the party against
whom the default has occurred, pending cure of the default. No termination of this Agreement will
affect the obligation of the City and the Reinvestment Zone to pay from Tax Increments an amount
which will permit the Corporation to pay the Bonds issued pursuant to this Agreement prior to
termination.
C. Dissolution of Corporation or Reinvestment Zone. The City agrees not to dissolve
the Corporation or the Reinvestment Zone unless it makes satisfactory arrangements to provide for
the payment of any amounts due on the Corporation's bonds, notes, or other obligations incurred
prior to the Corporation's dissolution,
XIV.
AMENDMENT OR MODIFICATIONS
Except as otherwise provided in this Agreement, this Agreement shall be subject to change,
amendment, or modification only by the mutual written consent of the parties hereto. The foregoing
notwithstanding, no amendment shall become effective until the parties have received an opinion of
nationally-recognized bond counsel selected by the Corporation and approved by the City to the
effect that such amendment will not materially adversely impair the rights of the owners of any
outstanding bonds, notes or other obligations issued by the Corporation.
Xv.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original and all of which shall constitute one and the same instrument.
-12-
DATED as of September 1, 2004,
LONE STAR LOCAL GOVERNMENT THE CITY OF FORT WORTH
CORPORATI N
_,j
President, Board of Directors City Manager
ATTEST: ATTEST:
Secretary, Board of krectors City Secretary
BOARD OF DIRECTORS OF APPROVED AS TO FORM:
REINVESTMENT ZONE NUMBER TEN,
CITY OF FORT WORTH, TEXAS
71
Chairman City Attorney �
-13-
11
City of Fort Worth, Texas
Mayor and Council Communication
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COUNCIL ACTION: Approved on 9/21/2004
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DATE: Tuesday, September 21 , 2004
LOG NAME: 17TIF10TRIPARTY REFERENCE NO.: C-20291
SUBJECT:
Authorize Execution of Agreement with Tax Increment Reinvestment Zone Number Ten, City of Fort
Worth, Texas (Lone Star TIF) and Lone Star Local Government Corporation for Implementation of
Master Economic Development Agreement Related to Cabela's Retail, Inc.
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RECOMMENDATION:
It is recommended that the City Council authorize execution of the attached agreement with Tax Increment
Reinvestment Zone Number Ten, City of Fort Worth, Texas (Lone Star TIF) and the Lone Star Local
Government Corporation for implementation of the Master Economic Development Agreement related to
Cabela's Retail, Inc.
DISCUSSION:
On June 8, 2004, the City Council approved M&C C-20113 authorizing the execution of a Master Economic
Development Agreement with Cabela's Retail, Inc. Pursuant to that agreement, Cabela's will expend at
least $50 million in construction costs toward a retail facility.
In addition, Cabela's will construct certain public infrastructure in the TIF as well as exhibition and museum
space in its facility that will be owned by the Lone Star Local Government Corporation (LGC). The LGC will
issue bonds to finance the infrastructure and public space. The bonds will be secured, at least in part, by
TIF revenues. The proposed agreement outlines the process by which the bonds will be issued by the LGC
and the manner and process by which the City will collect tax increment from all taxing units that are
participating in the TIF. The agreement also provides a mechanism for the City to serve as custodian of all
funds of the TIF and to pay such funds to the LGC for use in accordance with the bond documents, all of
which will be consented to by the TIF board of directors.
This property is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will require no direct expenditure from City funds in the current
fiscal year.
TO..Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler (Acting) (6140)
Originating Department Head: Tom Higgins (6192)
Ardina Washington (8003)
Additional Information Contact; Peter Vaky (7601)
Logname: 17TIFIOTRIPARTY Page I of 1