HomeMy WebLinkAboutOrdinance 16131ORDINANCE NO. /31
AN ORDINANCE APPROVING THE PROJECT AND FINANCING
PLANS FOR TAX INCREMENT REINVESTMENT ZONE NUMBER
TEN CITY OF FORT WORTH, TEXAS (LONE STAR TIF); MAKING
VARIOUS FINDINGS RELATED TO SUCH PLANS PROVIDING
FOR SEVERABILITY AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on June 15 2004 the City Council of the City of Fort Worth (the
`City ") designated Tax Increment Reinvestment Zone Number Ten, City of Fort Worth,
Texas (Lone Star TIF) (the `Zone ") pursuant to Ordinance No 16002 and as authorized by
Chapter 311 of the Texas Tax Code (the Act "); and
WHEREAS, as authorized by Section 311 011(e) of the Act, on July 29 2004 the
board of directors of the Zone (the `Board ") adopted project and financing plans for the
Zone, which are attached hereto as Exhibit A (the `Plans "), and recommended that the
Plans be approved by the City Council,
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS
Section 1
FINDINGS.
That the City Council hereby makes the following findings of fact:
1.1 The statements and facts set forth in the recitals of this Ordinance are true and
correct.
Page 1
Ordinance Approving the Project nd Financing Plans
for T Increment Reinvestment Zone Number T
City of Fort Worth, T
1.2. That the Plans include all information required by Sections 3 11 011(b) and (c) of the
Act.
1.3 That the Plans are feasible and conform to the City's master plan.
Section 2.
APPROVAL OF PLANS.
That based on the findings set forth in Section 1 of this Ordinance, the Plans are
hereby approved.
Section 3
DELIVERY OF PLANS TO TAXING ENTITIES.
That the City Manager is hereby directed to provide a copy of the Plans to the
governing body of each taxing unit that taxes real property located in the Zone.
Section 4
SEVERABILITY
That if any portion, section or part of a section of this Ordinance is subsequently
declared invalid, inoperative or void for any reason by a court of competent jurisdiction,
the remaining portions, sections or parts of sections of this Ordinance shall be and remain
in full force and effect and shall not in any way be impaired or affected by such decision,
opinion or judgment.
Page 2
Ordinance Approving the Project nd Financing Plans
for T Increment Reinvestment Zone Number T
City of Fort Worth, T
Section 6.
EFFECTIVENESS.
That this Ordinance shall take effect and be in full force and effect from and after its
adoption.
AND IT IS SO ORDAINED
ADOPTED AND EFFECTIVE Q
APPROVED AS TO FORM AND LEGALITY
By
Peter Vaky
Assistant City Attorney
M &c G /�S07 ? 21-0�
Page 3
Ordinance Approving the Project and Financing Plans
for Tax Increment Reinvestment Zone Number T
City of Fort Worth, T xas
EXHIBIT A
The Financing Plan and Project Plan
For
Tax Increment Reinvestment Zone Number Ten,
City of Fort Worth, Texas
(Lone Star TIF)
EXHIBIT
A
TAX INCREMENT
REINVESTMENT ZONE
NUMBER TEN,
CITY OF FORT WORTH, TEXAS
PROJECT PLAN
F.11 ,
FINANCING PLAN
CITY OF FORT WORTH
JULY 2004
Table of Contents
I. General
II. Description of Zone
A. Map and Legal Description
B Changes to Current Ordinances and Codes
III. Economic Impact
A. Increased Tax Base
B Increased Retail Business
C Employment Opportunities
D Relocation of Displaced Individuals
IV Description of Project Improvements
A. Improvements
B Project Costs
C Timetable of Project Costs
V Tax Increment Projections
A. Feasibility Study
B Projections of Revenue
C Estimated Payment of Project Costs
1
.3
.5
7
10
VI. Tables 13
Table 1 Project Improvement Description and Costs
Table 2 2003 Tax Summary
Table 3 Projected TIF Revenues
(i)
GENERAL
(1)
I. GENERAL
Tax increment financing ( "TIF ") is a tool Texas local governments use to finance public
works within a defined area. These improvements are intended to promote development or
redevelopment in the defined area and surrounding areas. The primary statute governing tax
increment financing is codified in Chapter 311 of the Texas Tax Code (the `Tax Code ")
In order for an area to be eligible for tax increment financing, a municipality must first
designate that area as a reinvestment zone in accordance with the procedures set forth in the Tax
Code. The governing body of the municipality also must make findings that the area is
unproductive, underdeveloped or blighted pursuant to the requirements set forth in Section
311 005(a) of the Tax Code. The reinvestment zone covered by this reinvestment zone project
plan and financing plan (this `Plan') is described in Section II hereof (the `TIF Zone ") In
general, under this Plan it is contemplated that Cabela s Retail, Inc or an affiliate thereof
( "Developer ") will construct, own portions of and operate an approximately 200 000 sq ft. retail
facility and public exhibition space (the `Facility ") located on the site depicted in Exhibit A
hereto (the 'Site'), all of which is located within the TIF Zone. The TIF Zone is an area of the
City that is predominantly open and, because of various factors, including the lack of essential
public infrastructure, substantially impairs the sound growth of the City and has served as a
deterrent for sound development through solely private means.
It is anticipated that the City Council of the City of Fort Worth (the `Crty ") or a non-
profit local government corporation created by the City pursuant to Subchapter D Chapter 431
Texas Transportation Code (the `City NPC ") will be requested to issue bonds ( "Bonds ") secured,
in whole or in part, by tax increment generated in the Zone and deposited into the TIF Zone s tax
increment fund by taxing units participating in the TIF Zone (the `Zone Tax Increment ") in order
to pay for public improvements necessary to support the Facility- public improvements necessary
to support development of certain other adjoining pad sites within the Zone; and
development/construction costs of the public exhibition spaces within the Facility all as more
specifically set forth in Section IV of this Plan (collectively the `Project Improvements ") As
contemplated in a Memorandum of Understanding that has been executed by and between
Developer the City and Tarrant County Texas (the `County "), Cabela s will enter into a Master
Economic Development Agreement with the City the City NPC and the County (the `Master
Development Agreement") that calls for Cabela s to purchase the Bonds in installments as
needed so that the TIF Zone may pay for Project Improvements or reimburse Cabela s for
advance financing of Project Improvements.
(2)
II. DESCRIPTION OF ZONE
(3)
II. DESCRIPTION OF ZONE
A. Map.
A map showing the reinvestment zone area and uses of the real property in the TIF Zone
is attached hereto as Exhibit A. The portion of that map identified as `Fort Worth E.T.J is
currently not located within the corporate limits of the City but is intended to be either
designated as part of the TIF Zone if it has been annexed at the time of designation of the TIF
Zone by the City Council or subsequently added to the TIF Zone, following annexation by the
City in accordance with the procedure set forth in Section 311 007 of the Tax Code. A map
showing the Project Improvements in the TIF Zone is attached hereto as Exhibit B
B. Changes to Current Ordinances and Codes
There are currently no changes to the zoning ordinances, the master plan, the building
codes, or any other municipal ordinances relating to the TIF Zone.
(4)
II. DESCRIPTION OF ZONE
A. Map.
A map showing the reinvestment zone area and uses of the real property in the TIF Zone
is attached hereto as Exhibit A. The portion of that map identified as `Fort Worth E.T.J is
currently not located within the corporate limits of the City but is intended to be either
designated as part of the TIF Zone if it has been annexed at the time of designation of the TIF
Zone by the City Council or subsequently added to the TIF Zone, following annexation by the
City in accordance with the procedure set forth in Section 311 007 of the Tax Code. A map
showing the Project Improvements in the TIF Zone is attached hereto as Exhibit B
B. Changes to Current Ordinances and Codes
There are currently no changes to the zoning ordinances, the master plan, the building
codes, or any other municipal ordinances relating to the TIF Zone.
(4)
oEA
3:0 en LO
II
EXHIBIT
A
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Legend (Acres)
III
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t;
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Pro, erty Within City Limits
817
Property Within
E.T.J.
164
Total
981
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LEGAL DESCRIPTION
TIF DISTRICT
BEING a tract of land situated in the J Ashford Survey Abstract Number 1776, the H. Cox
Survey Abstract Number 386 the H. Creed Survey Abstract Number 1898, the I. Niece Survey
Abstract Number 1160 the A.. C. Warren Survey Abstract Number 1687 the W Houston
Survey Abstract Number 746 the M.E.P & P RR. Survey Abstract Number 1143 the T G
Willis Survey Abstract Number 1682 the S T Rhodes Survey Abstract Number 1868, the G
W Parker Survey Abstract Number 1251 and the J McDonald Survey Abstract Number 1106,
Tarrant County Texas and being more particularly described by metes and bounds as follows
BEGINNING at the southwest comer of Lot 2, Block 1 Alliance Gateway West Addition, as
recorded in Cabinet A, Slide 5817 Plat Records, Tarrant County Texas, said point being in the
existing east right -of way line of Interstate Highway 35W
THENCE N 00 °12'16'E, 152.52 feet along the easterly right -of way line of said Interstate
Highway 35W to the beginning of a curve to the right;
THENCE continuing along the easterly right -of -way Iine of said Interstate Highway 35W and
with said curve to the right, through a central angle of 02 °40'04 havmg a radius of 4563 66 feet,
the long chord of which bears N 01°36'33 "E, 212.47 feet, an arc distance of 2I2.49 feet,
THENCE N O1 012'30 "E, 1235 75 feet continuing along the easterly right -of way line of said
Interstate Highway 35W and across State Highway 170, again along the easterly right -of way
line of said Interstate Highway 35W to the beginning of a curve to the right;
THENCE continuing along the easterly right -of way line of said Interstate Highway 35W and
with said curve to the right, through a central angle of 02 °04 52 having a radius of 11540.73
feet, the long chord of which bears N 00 °46'13'W 419 14 feet, an arc distance of 419 16 feet;
THENCE N 01°48'25'W 133.37 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 88-07'58 'E, 6.25 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N O1 "36'22'W 199 97 feet continuing along the easterly right -of way line of said
Interstate Highway 35W to the beginning of a curve to the right;
THENCE continuing along the easterly right -of way line of said Interstate Highway 35W and
with said curve to the right, through a central angle of 02°2433 having a radius of 9816.25 feet,
the long chord of which bears N 00 °40'09 "W 412.74 feet, an arc distance of 412.77 feet;
C &B Job No 011900 651
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THENCE N 00 "15'47'E, 180 44 feet continuing along the easterly nght -of way line of said
Interstate Highway 35W
THENCE N 05 "09'38'W 5 5.3 8 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 00 °16'30 "E, 223.28 feet continuing along the easterly right -of way line of said
Interstate Highway 35W to the beginning of a curve to. the right;
THENCE continuing along the easterly right -of way line of said Interstate Highway 35W and
with said curve to the right, through a central angle of 009 °00'37" having a adius of 6541 97
feet, the long chord of which bears N 05 007'30 "E, 1027 73 feet, an arc distance of 1028 79 feet,
THENCE N 09 055'51 'E, 134.93 feet continuing along the easterly right -of way line of said
Interstate Highway 3 5 W
THENCE N 10°29'25'E, 622.83 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 11 °14 59 "E, 930.32 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 17 °13'22'E, 186.31 feet across Keller - Haslet Road (County Road 4042), eturning
to the easterly nght -of way line of said Interstate Highway 35W
THENCE N 11 °14 55 'E, 884 13 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 12 058'01 'E, 232.01 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 12 °58'01 'E, 96.22 feet continuing along the easterly nght -of way line of said
Interstate Highway 35W
THENCE N 11 14 55'E, 131.23 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 08°27'37 "E, 162.97 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE S 88-28-58'E, 2890 60 feet;
THENCE S 00 035'41 'W 1506 70 feet to the centerline of the aforementioned Keller Haslet
Road;
THENCE N 89 °43 16 "E, 448 16 feet continuing along the centerline of said Keller- Haslet Road,
C &B Job No. 011900 651
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April 12, 2004
Page 2 of 3
THENCE S 89009'14'E, 1147 86 feet continuing along the centerline of said Keller - Haslet Road
THENCE S 87 058'59 "E, 1247 61 feet continuing along the centerline of said Keller - Haslet Road,
THENCE N 89.31'02'E, 1280.34 feet continuing along the centerline of said Keller - Haslet
Road,
THENCE S 89038'23'E, 731 92 feet continuing along the centerline of said Keller- Haslet Road
THENCE S 22 045'57 "E, 733.32 feet, crossing State Highway 170, to the centerline of Alta Vista
Road (County Road 4053);
THENCE S 00 °06'23 'E, 1286 78 feet along the centerline of Alta Vista Road,
THENCE S 00 032'07 "W 801.35 feet continuing along the centerline of Alta Vista Road,
THENCE N 89027'54'W 385.35 feet;
THENCE S 63 001'27 "W 2495 17 feet;
THENCE N 28 003'21 'W 168.24 feet;
THENCE N 44 1119"W 955.22 feet;
THENCE S 64019'09'W 2249.53 feet to the existing west right -of way line of Old Denton Road
(County Road 4048),
THENCE S 00041'31'W 1910.95 feet along the existing west right -of way line of Old Denton
Road,
THENCE N 89039'58'W 3379.51 feet to the POINT OF BEGINNING and.containing 981 acres
of land more or less.
J
NOTE. THIS DOCUMENT WAS PREPARED UNDER 22 TAC S663.21 AND DOES
NOT REFLECT THE RESULTS OF AN ON THE GROUND SURVEY AND IS NOT TO
BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT
THOSE RIGHTS AND INTERESTS IMPLIED OR ESTABLISHED BY THE CREATION
OR RECONFIGURATION OF THE BOUNDARY OF THE POLITICAL SUBDIVISION
FOR WHICH IT WAS PREPARED
C &B Job No 011900 651
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Page 3 of 3
EXHIBIT A
LEGAL DESCRIPTION
TIF DISTRICT
CITY OF FORT WORTH, TEXAS ETJ
BEING a tract of land situated in the H. Creed Survey Abstract Number 1898, and the M.E.P &
P RR. Survey Abstract Number 1143 Tarrant County Texas and being more particularly
described by metes and bounds as follows:
COMMENCING at the southwest corner of Lot 2, Block 1 Alliance Gateway West Addition, as
recorded in Cabinet A, SIide 5817 Plat Records, Tarrant County Texas, said point being m the
existing east right -of way line of Interstate Highway 35W
THENCE N 00-12-16"E, 152.52 feet along the easterly nght -of way line of said Interstate
Highway 35W to the beginning of a curve to the right,
THENCE continuing along the easterly right -of way line of said Interstate Highway 35W and
with said curve to the right, through a central angle of 02 °40'04 having a radius of 4563 66 feet,
the long chord of which bears NO 1"36'33 'E, 212.47 feet, an arc distance of 212.49 feet;
THENCE N O1 °12'30'E, 1235 75 feet continuing along the easterly right -of way line of said
Interstate Highway 35W and across State Highway 170 again along the easterly right -of way
line of said Interstate Highway 35W to the beginning of a curve to the right;
THENCE continuing along the easterly right -of -way line of said Interstate Highway 35W and
with said curve to the right, through a central angle of 02 °04'52 having a radius of 11540 73
feet, the long chord of which bears N 00 °46' 13 'W 419 14 feet, an arc distance of 419 16 feet;
THENCE N 0104825'W 133.37 feet continuing along the asterly right -of -way line of said
Interstate Highway 35W•
THENCE N 88-07-58'E, 6.25 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N O1036'22'W 199.97 feet continuing along the easterly right -of way line of-said
Interstate Highway 35W to the beginning of a.curve to the right;
THENCE continuing along the easterly right -of way line of said Interstate Highway 35W and
with said curve to the right, through a central angle of 02°24'33 having a radius of 9816.25 feet,
the long chord of which bears N 00 °40'09 "W 412.74 feet, an arc distance of 412.77 feet;
THENCE N 00 °15'47 "E, 180 44 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
C&B Job No 011900651
J'VOB \01190065 \SUR \WP\LEG \etj doc
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Pagel of 3
THENCE N 05009'38'W 55.38 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 00 016'30 "E, 223.28 feet continuing along the easterly right -of way line of said
Interstate Highway 35W to the beginning of a curve to the right;
THENCE continuing along the easterly right -of way line of said Interstate Highway 35W and
with said curve to the right, through a central angle of•009 000137" having a radius of 6541 97
feet, the long chord of which bears N 05007'30'E, 1027 73 feet, an arc distance of 1028 79 feet;
THENCE N 09 °55'51 'E, 134 93 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 10°29'25 'E, 622.83 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 11014'59'E, 930.32 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 17013'22E, 186.31 feet across Keller- Haslet Road (County Road 4042), returning
to the easterly right -of way line of said Interstate Highway 35W
THENCE N 11 14'55 "E, 884 13 feet continuing along the easterly nght -of way line of said
Interstate Highway 35W
THENCE N 12 °58'01 'E, 232.01 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 12 058'01 'E, 96.22 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 11014'55'E, 131.23 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE N 08°27'37 "E, 162.97 feet continuing along the easterly right -of way line of said
Interstate Highway 35W
THENCE S 88°28'58 'E, 2890 60 feet to Old Denton Road;
THENCE S 00035'41'W 1485 20 feet along Old Denton Road to Keller Haslet Road and the
POINT OF BEGINNING
THENCE S 89 054 46'W 2637.53 feet along said Keller Haslet Road,
THENCE S 00 °12'58'E, 207 77 feet;
C &B Job No. 011900651
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Page 2 of 3
THENCE S 13031'06'W 490.39 feet;
THENCE S 09058'06'W 368 01 feet to the east line of that certain tract of land described by
deed to AIL Investment, L.P Volume 13130 Page 246 Deed Records, Tarrant County Texas
THENCE S 00 003 10'W 1268 60 feet along said east line to the southeast corner of said AIL
tract, and also a point in the north line of that certain tract of land described by deed to
Mllwood/Freeway Ltd, as recorded in Volume 9527 .page 1011 Deed Records, Tarrant County
Texas now known as AIL Investment, L.P
THENCE S 00 °55 57 "E, 366 82 feet along the north line of said Hillwood tract;
THENCE N 89 °44'38E, 2666 17 feet continuing along the north line of said Hillwood tract to
Old Denton Road,
THENCE N 00016'l2'E, 2075 32 feet along Old Denton Road,
THENCE N 15 °53 57'E, 120 79 feet continuing along said Old Denton Road,
THENCE N 25°29'11 'E, 204 78 feet continuing along said Old Denton Road,
THENCE N 14 "36'14'E; 114.86 feet continuing along said Old Denton Road,
THENCE N 01-31 40 "E, 165 67 -feet continuing along said Old Denton Road to the
aforementioned Keller Haslet Road,
THENCE S 89 °43 16 "W 20 46 feet along said Keller - Haslet Road,
THENCE N 00 035'41 'E, 21.50 feet to the POINT OF BEGINNING and containing 164 acres of
land more or less.
NOTE. THIS DOCUMENT WAS PREPARED UNDER 22 TAC S663.21 AND DOES
NOT REFLECT THE RESULTS OF AN ON THE GROUND SURVEY AND IS NOT TO
BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT
THOSE RIGHTS AND INTERESTS IMPLIED OR ESTABLISHED BY THE CREATION
OR RECONFIGURATION OF THE BOUNDARY OF THE POLITICAL SUBDIVISION
FOR WHICH IT WAS PREPARED
C &B Job No 011900651
J-\TOB \01190065 \SUR \WP\LEG \etj.doc April 20 2004
Page 3 of 3
III. ECONOMIC IMPACT
(5)
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III. ECONOMIC IMPACT
(5)
III. ECONOMIC IMPACT
Through the designation of the 975 acre TIF Zone it is anticipated that the Zone will
experience substantial new development once the Facility and Project Improvements are
completed. In addition to the Facility the Zone is planned to consist of new retail, restaurants,
hotels /motels and related commercial developments.
Insight Research Corporation completed an Economic, Employment and Tax Revenues
Impact Analysis of the TIF Zone for the City The findings of the analysis forecasts the impact
of the Facility and related new development including substantial increases in real property
investment, retail sales activity business personal property investment, employment growth,
hotel room revenues and regional tourism. The analysis undertaken by Insight Research
Corporation constitutes an economic feasibility study consistent with the requirements of
Chapter 311 of the Tax Code The study is attached as Exhibit C A summary of the analysis and
findings is as follows
A. Increased Tax Base
Developer has represented to the City that it will invest over $43 million in real property
and improvements thereto in the first year of the TIF Zone, of which approximately $29 million
will be taxable. It is anticipated that over $573 million of new retail, hotel and commercial
taxable real property will be invested over the 20 year term of the TIF as a direct result of the
completion of the Facility and Project Improvements. It is estimated that the tax increment could
reach over $57 million by the end of the 20 year term, based on assumptions regarding the level
of participation by various taxing units set forth in Table 3 hereto and excluding participation by
the Northwest Independent School District ( "NISD ")
As a result of this increase in taxable real property NISD could receive an estimated
$118 million in tax revenue directly from the new developments within the TIF Zone over the 20
year period.
B. Increased Retail Business
Based on the planned land uses within the TIF Zone it is,expected that approximately 125
acres will be developed as new retail business. In addition to the 200 000 square foot Facility
approximately 650 000 square feet of retail uses and eight restaurants are expected to be
constructed in the TIF Zone, requiring capital investments of approximately $89 million and
business personal property of over $10 million.
It is expected that new annual retail sales will reach over $204 million when fully
developed.
C. Employment Opportunities
(6)
In addition to the fobs created during construction of the Project Improvements, it is
expected that the future development of the Zone resulting from the Project Improvements will
generate approximately 3,900 additional direct employment opportunities due to the increase of
new retail businesses, hotels, motels, and restaurants.
D Regional Tourism
The Facility is expected to draw approximately 4 5 million tourists to the area to visit the
public exhibition spaces and other cultural and recreational venues at and around the Facility as
well as to shop at the Facility This level of tourism is expected to generate an estimated 337,500
room nights for regional hoteliers providing approximately $23 6 million in added taxable hotel
room revenues annually
A 234 room full service destination hotel is expected to be constructed within the TIF
Zone, requiring capital investment of approximately $20.9 million and business personal
property of over $14 million.
E. Relocation of Displaced Individuals
No persons are expected to be displaced as a result of implementation of this Plan.
(7)
EXHIBIT
C
COMPANY CONFIDENTIAL
Proposed Lone Star TIF
Fort Worth Texas
Twenty Year Impact Analysis
Analysis of Economic, Employment
And Tax Impacts
March 17 2004
Prepared for-
City of Fort Worth
1000 Throckmorton
Fort Worth Texas 76102
Prepared by-
Insight Research Corporation
9441 LBJ Freeway LB 20
Dallas TX 75243
(972) 238 -8838
INSIGHT RESEARCH
March 17 2004
Mr Tom Higgins
Director of Economic Development
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
SUBJECT Economic, Employment and Tax Revenue Impact Analysis
Proposed Lone Star Tax Increment Finance District (TIF)
Fort Worth, Texas
Dear Mr Higgins.
INSIGHT RESEARCH
9441 LBJ Freeway
Lock Box 20
Dallas, Texas 75243
Insight Research Corporation has completed an economic impact analysis which
examines the impacts of a retail, entertainment and commercial development proposed
for the City of Fort Worth and Tarrant County Texas. This letter transmits findings of
economic, employment and tax revenue impact of these proposed facilities showing how
their activities will benefit the City of Fort Worth and other local taxing jurisdictions, as
well as the State of Texas
BACKGROUND AND PROJECT DESCRIPTION
The City of Fort Worth proposes to seek designation of an 800 -acre mixed use TIF
development in the northern portion of the city Referred to as the Lone Star TIF the
development is planned to consist of retail and restaurant uses a 48 -acre undisclosed
anchor retail mega -store of 225 000 square feet (so plus a destination resort hotel and
other commercial uses.
Regional Tourism. Given the visitor count generated by the Lone Star Retail Anchor's
other locations, it is conservatively expected that some 4 5 million tourists will visit the
Lone Star Anchor itself annually to shop and enjoy its museum quality displays This
level of tourism could add an estimated 337,500 room nights for regional hoteliers
providing approximately $23 6 million in added taxable hotel room revenues annually
(972) 238 -8838 FAX (972) 238 -0588 -mail: theteam @getinsight.com www.getinsight.com
Lone Star Project Retail Anchor- The 48 -acre Lone Star anchor retail facility features
a destination draw retailer specializing in outdoor equipment, sporting goods and
environmentally sensitive merchandise. This retailer expects to invest some $43 1
million for land and building construction plus another $12.0 million for furniture, fixtures
and equipment. The Lone Star Retail Anchor would provide 450 full time equivalent
positions with average wages and benefits of $26 000 yielding a total annual payroll of
$11 7 million.
Additional Retail Uses. An additional 650 000 square feet (sf) of retail uses are
expected to be constructed over a seven -year period beginning in year three, requiring
capital investments for land and building construction of some $76 7 million Another
$7.2 million is expected to be required for furniture fixtures and equipment. These retail
uses may provide 1 300 full time equivalent positions, with average annual wages and
benefits of $23 400 and providing a total annual payroll of $30 4 million
Restaurant Uses: Four seated service restaurants four fast -food restaurants and four
in -line restaurants are expected to be constructed in the first six years of the
development. These restaurants are expected to expend capital investments for land
and building construction of $12.4 million. Another $3 6 million may be required for
furniture fixtures and equipment. This restaurant development can provide 102 full time
equivalent positions with average annual wages of $23 400 and a total annual payroll of
$2.4 million
Hotel, A 234 room full service resort destination hotel is a strong potential use which
could be constructed in the second year of the development, and be operational in the
third year Capital investments of $20.9 million for land and building construction may be
expected Another $14 million may be required for furniture, fixtures and equipment.
The hotel may provide 117 full time equivalent positions with average annual wages of
$27 300 and a total annual payroll of $3.2 million.
Commercial Uses. Some 5 1 million sf of commercial space will be sought for
construction as the proposed TIF area builds to full development over twenty years,
beginning in year four These commercial uses may require capital investments of
$463 3 million for land and building construction. Furniture, fixtures and equipment may
require an additional $72.0 million. These uses may provide 1920 full time equivalent
positions with average annual wages of $30 000 and a total annual payroll of $57 6
million.
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972) 238 -8838.
Page 2
FINDINGS
Cumulative Economic Impact — Year 1 through Year 20 $7 67 Billion
The economic impact of construction and operation of these facilities over twenty years
is expected to be $7 67 Billion experienced as the "ripple effect" of new money in the
economy This impact is widely experienced throughout the DFW Combined
Metropolitan Statistical Area (CMSA) and driven by all areas of construction payroll,
maintenance and operating activities. These impacts result from the following phases.
Millions
$500
$400
$300
$2DO
$100
Cumulative Economic Impact
Twenty Year Analysis
Other TIF Retail
Retail Anchor
Commercial
Restaurant
Hotel
Total
$2.86
Billion
$178
Billion
$242
Billion
$030
Billion
0.31
Billion
$767
Billion
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
0Other 71F Retail W Retail Anchor ®Commercial 0Restaurant 0 Hotel
Copyright 2004. Insight Research Corporation, 9441 LBJ Freeway, LB 20, Dallas, TX 75243 (972) 238 -8838.
Page 3
Employment Impacts —Year 1 through Year 20 3,889 new jobs at full development
and 100,382 years of work
The Lone Star TIF's development could employ as many as 3,889 persons at full
development and provide 100,382 new years of work, or work years' in the regional
economy over twenty years. The following employment totals are associated with each
phase of use.
"One job for one year is one work year
Annual Employment at Full Development in Year 20
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
As construction is ongoing, 240 construction jobs are included as direct.
0 1 2 3 4 5 6 7 8 9
Thousands of Work Years
M Direct ®Retail irect MRetail chor recmRetail irect
®Commercial DirecpCommercial irecf3Restaurant Direct ORestaurant irect
MHotel Direct 0 otel irect
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway, LB 20, Dallas, TX 75243 (972) 238 -8838.
Page 4
Direct Jobs
Indirect Jobs
Total Jobs
Other TIF Retail
1 300
695
1995
Retail Anchor
450
241
691
Commercial"
2,160
3,084
5,244
Restaurant
102
46
148
Hotel
117
77
194
Total
4129
4144
8,273
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
As construction is ongoing, 240 construction jobs are included as direct.
0 1 2 3 4 5 6 7 8 9
Thousands of Work Years
M Direct ®Retail irect MRetail chor recmRetail irect
®Commercial DirecpCommercial irecf3Restaurant Direct ORestaurant irect
MHotel Direct 0 otel irect
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway, LB 20, Dallas, TX 75243 (972) 238 -8838.
Page 4
Tax Revenue Impacts Cumulative Year 1 through Year 20 $739.3 Million
Potential tax advantages expected from the Lone Star TIF's activities over twenty years
are as shown below with direct and indirect taxes as generated by the facility and
staffing yielding $739.3 Million in cumulative tax revenues to the following jurisdictions
over twenty years
In addition, as much as $3 5 million in hotel /motel tax receipts could also accrue to local
cities and the State of Texas annually as a result of overnight stays by tourists in the
region who visit this TIF's major retail attraction
Cumulative Direct and Indirect Taxes*
Twenty Year Analysis
City of Ft. Worth
Tarrant County
State of Texas
Northwest I S D
MTA
Regional Water District
TOTAL
Direct
$136 438 000
$41 790 000
$260,211 000
$118 461 000
$18 794 000
$1,291,000
$576,985,000
*Totals may vary due to rounding
$252.0 Million OtherTIF Retail
$174.6 Milion RetailAnchor
$220.6 Million Comrnarcial
$60 $ 26.2 Million Restaurant
$ 65.8 Million Hotel
$40
n
c
0
$30 -
Cumulative Tax Revenue Impact $739.3 Million
$20
$10
$0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
=Cityof WorthaaTarrwd unlyN3tateofTexas
r3Northwest ®MTA M Regional Water District
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway, LB 20, Dallas, TX 75243 (972) 238 -8838.
Page 5
Total Direct &
Indirect
Indirect Taxes
$11,375000
$147 812,000
$23 747 000
$65,537000
$85 410 000
$345 621 000
$40 389 000
$158,849 000
$618000
$19412,000
$734,000
$2,025,000
$162,272,000
$739,257,000
*Totals may vary due to rounding
$252.0 Million OtherTIF Retail
$174.6 Milion RetailAnchor
$220.6 Million Comrnarcial
$60 $ 26.2 Million Restaurant
$ 65.8 Million Hotel
$40
n
c
0
$30 -
Cumulative Tax Revenue Impact $739.3 Million
$20
$10
$0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20
=Cityof WorthaaTarrwd unlyN3tateofTexas
r3Northwest ®MTA M Regional Water District
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway, LB 20, Dallas, TX 75243 (972) 238 -8838.
Page 5
METHODOLOGY
Detailed assumptions used for these analyses are provided. The types of impact
examined in this report are defined as follows.
1 Economic Impact. Economic impact is the benefit to the general economy of
the entire Dallas /Fort Worth CMSA, shown as a multiplier and generally referred
to as the 'economic ripple effect. This calculation uses U S Bureau of Economic
Analysis Regional Input- Output Modeling System (RIMS II) multipliers specific to
the Dallas Fort Worth Region.
2. Direct and Indirect Employment Impact. This economic impact analysis
includes direct and indirect employment for both construction and operating
phases. Direct employment refers to persons on the payroll of the facility while
indirect employment is generated by the purchases of goods and services by the
facility and its employees
3. Direct and Indirect Tax Revenue Impact. Direct tax revenue impact refers to
the taxes paid by the facility itself while indirect taxes are tax benefits to the state
and local jurisdictions as a result of employment and other taxable spending
LIMITATIONS OF THE ASSUMPTIONS
Total economic impact of the development extends beyond the Fort
Worth area, as some purchases are made outside the region.
Employment of any part-time workers has been reduced to 'full time
equivalent' positions (FTE) using a standard workweek and benefits.
Models use a constant dollar' analysis with no property value or tax
increases no depreciation, or CPI increases assumed
Analysis assumes local point of sale on taxable equipment and
construction materials.
Tax revenue impact does not include federal income tax on payroll or
on the activities of the business, which are determined as a tax on
annual net profits or book values.
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972) 238 -8838.
Page 6
No tax deferrals such as incentives or abatements are included in
these calculations
Flexible econometric models are now in place which may be modified at your request as
you evaluate development alternatives. Thank you for the opportunity to be of service.
look forward to our further discussions and may be reached at your convenience at (972)
238 -8838
Sincerely
All-
M Elizabeth Morris
CEO / Chief Economist
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972) 238 -8838.
Page 7
Annual Operating Costs
Gross Retail Sales ($200 psf) $130 000 000
Inventory $6,500,000
Wholesale Purchases $52,000000
Annual Employment
Number of Employees as FTEs 1,300
Average Wages Including Benefits $23400
Annual Payroll $30420,000
Annual Purchases
Taxable Purchases $5,200000
Non Taxable Purchases $6500,000
Total Purchases $11 700 000
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972 238 -8838)
Page 1
Lone Star Development
Fort Worth Texas
Impact Analysis
Assumptions
Other TIF Retail
Existing Taxable Base Values
Land
59 69 Acres
$313,671
Added Capital Investments
Land ($4.50 psf)
59.69 Acres
$11 700 000
Building ($94 psf)
650,000 Square Feet
$65 000 000
Year 3
100 000
Year 4
225 000
Year 5 -9
65,000
Furniture Fixtures & Equipment
$7 150 000
Total
$83850,000
Construction Workers
650
Annual Operating Costs
Gross Retail Sales ($200 psf) $130 000 000
Inventory $6,500,000
Wholesale Purchases $52,000000
Annual Employment
Number of Employees as FTEs 1,300
Average Wages Including Benefits $23400
Annual Payroll $30420,000
Annual Purchases
Taxable Purchases $5,200000
Non Taxable Purchases $6500,000
Total Purchases $11 700 000
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972 238 -8838)
Page 1
Lone Star Development
Fort Worth Texas
Impact Analysis
Assumptions
Retail Anchor
Existing Taxable Base Values
Land
Added Capital Investments
Land ($1 67 psf)
Building ($176 psf Year 1)
Furniture, Fixtures & Equipment
Total
Construction Workers
Annual Operating Costs
Gross Retail Sales ($300 psf)
Inventory
Wholesale Purchases
Annual Employment
Number of Employees as FTEs
Average Wages Including Benefits
Annual Payroll
Annual Purchases
Taxable Purchases
Non Taxable Purchases
Total Purchases
48 Acres
$252,240
48 Acres $3,500000
225 000 Square Feet $39600,000
$12,000000
$55 100 000
396
$67,500000
$12,272,727
$27000,000
450
$26,000
$11 700 000
$2,700000
$3,375000
$6 075 000
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972 238 -8838)
Page 2
Lone Star Development
Fort Worth Texas
Impact Analysis
Assumptions
Commercial
Existing Taxable Base Values
Land
Added Capital Investments
Land ($3.25)
Building ($80 psf)
300,000 sf annually from Year 4
Furniture, Fixtures & Equipment ($15 psf)
Total
Construction Workers
Annual Operating Costs
Annual Employment
Number of Employees as FTEs
Average Wages Including Benefits
Annual Payroll
Annual Purchases
Taxable Purchases
Non Taxable Purchases
Total Purchases
439 Acres
$2,236705
390 Acres $55,250000
5 100 000 Square Feet $408 000 000
$72,000000
$535,250 000
4,080
1,920
$30000
$57 600 000
$2,160,000
$1 800 000
$3,960,000
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972 238 -8838)
Page 3
Lone Star Development
Fort Worth Texas
Impact Analysis
Assumptions
Restaurant
Existing Taxable Capital Values
Land
Added Capital Investments
Land (Average $9.31 psf)
Seated Service 2.5 Ac. each, $7 psf
Fast Food 1 Ac each $16 psf
Building
4 Seated Service (Years 2,3 4,5)
4 Fast Food (Years 2 4)
4 In -Line (Years 3 & 4)
Furniture, Fixtures & Equipment
Total
Construction Workers
Annual Operating Costs
Gross Retail Sales
Seated Service $400 psf
Fast Food $375 psf
In- Line $200 psf
Wholesale Purchases
Annual Employment
Number of Employees as FTEs
Average Wages Including Benefits
Annual Payroll
Annual Purchases
Taxable Purchases
Non Taxable Purchases
Total Purchases
14.3 Acres $75147
14.3 Acres $5,800000
51 000 Square Feet $6,580,000
28 000
16 000
7 000
$3 635 000
$16,015000
..
$7 451 000
$2,980400
102
$23400
$2,386,800
$867000
$1,071,000
$1,938000
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972 238 -8838)
Page 4
Hotel
Lone Star Development
Fort Worth Texas
Impact Analysis
Assumptions
Existing Taxable Capital Values
Land
Added Capital Investments
Land ($6.50 psf)
Building ($65 000 per room)
Furniture; Fixtures & Equipment ($6 000 per room)
Total
Construction Workers
Annual Operating Costs
Gross Retail Sales (10K sf $200 psf Sales)
Inventory
Wholesale Purchases
Hotel Room Revenue ($195 per night, 85% occupancy)
i
Annual Employment
Number of Employees as FTEs
Average Wages Including Benefits
Annual Payroll
Annual Purchases
Taxable Purchases
Non Taxable Purchases
Total Purchases
Additional Tourism Impact
Estimate of Annual Visitors to Anchor
Overnight Stays
Added Hotel Nights at $70 per night
Added Regional Hotel Room Revenue
20 00 Acres
20 00 Acres
234 Rooms
4,500 000
15%
675 000
$47,250000
$101,900
$5662,800
$15,210000
$1 404 000
$22,276,800
152
$2,000000
$100000
$800000
$14 156 708
117
$27300
$3 194 100
$1,212,537
$1,515671
$2,728,207
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972- 238 -8838)
Page 5
Lone Star Development
Fort Worth Texas
Impact Analysis
Assumptions
Employee Residence Assumptions
State of Texas
Tarrant County
City of Ft. Worth
Northwest I S D
MTA
Regional Water District
Tax Assumptions
Property Taxes (per $100 of Value)
100%
50%
15%
30%
15%
50%
Business Real Business Personal
Residential Estate Property
Tarrant County
$0.64728
$064728
$064728
City of Ft. Worth
$0.86500
$0.86500
$0.86500
Northwest I S D
$1 83481
$1.83481
$1.83481
Regional Water District
$0.02000
$0.02000
$0.02000
Total
$3.36709
$3.36709
$3.36709
Sales Taxes
State of Texas
6.25%
City of Ft. Worth
1.50%
MTA
0.50%
Total
8.25%
Hotel Taxes
State of Texas 6.0%
City of Ft. Worth 9.0%
Total 150%
Note: 2% of the City Hotel Room Tax is designated for the Convention & Visitors Bureau.
Assessed valuation is based on 100% of market value
Source. Ft. Worth Convention & Visitors Bureau, Sharon, 1- 817 336 -8791
Source. Texas Comptroller's Office, Sales Tax Dept, Ms Garcia, 1- 800 - 252 -5555
Source. City of Ft Worth, Rev Office, Treasury Div Finance Dept., Linda Brown, 817- 871 -6030
Source. Northwest I S D, Angela, 817 - 490 -6473
Source Tarrant County Appraisal District website, www.tad.oro
Copyright 2004 Insight Research Corporation, 9441 LBJ Freeway LB 20, Dallas, TX 75243 (972 238 -8838)
Page 6
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IV DESCRIPTION OF PROJECT IMPROVEMENTS
(8)
IV DESCRIPTION OF PROJECT IMPROVEMENTS AND COSTS
A. Improvements
Water and Sewer Improvements Water improvements include extension of the
16" water main from it's termination on the south side of the Facility site to Lone Star
Road, and the construction of a 12" water line `loop along Lone Star Road from SH
170 to IH 35W Sewer improvements include the relocation of a portion of the
existing 12" line which conflicts with the building and drainage improvements
required for site development.
Lone Star Road — Construction of a six (6) lane divided roadway from SH 170 to IH
35W including a drainage structure on the north side of the site to convey storm
water from the lake to the channel north of the site.
Lake and Stream — Includes (from south to north), placing a storm drainage system
under the parking area from SH 170 to the onsrte channel, improvements to the onsite
channel from the end of the box structure to the entry road, a con -span culvert
underneath the entry road, excavation and reconfiguration of the lake; construction of
a new dam structure for the lake; approximately four (4) acres of mitigation in the
buffer zone around the lake- construction of a drainage channel from the north side of
the Facility site to the confluence with the existing drainage channel (approximately
1800 ft. north of the site)- mitigation in the buffer zone along the on and offsite
channel lake and additional required mitigation located in Buffalo Creek north of
Westport Parkway (also known as Keller Haslet Road) to compensate for wetlands
and waters of the United States being disturbed by construction.
Gas — Includes the extension of a gas service line from Westport Parkway south
along the IH 35W frontage to and around the project site.
Public Exhibition or Museum Space and Related Common Areas — Includes
aquarium, wildlife museum, taxidermy and other displays, educational murals and
statue as well as land costs, site development costs, site work, paving of streets /roads
and public parking lots, engmeenng/architectural costs, hard and soft construction
costs, furniture, fixtures and signage, all as more specifically set forth in Table 1
hereto
B. Project Costs
A list of the estimated project costs of the Zone, including administrative expenses and
nonproject costs, is attached hereto as Table 1
C. Timetable of Project Costs
The Project Improvements are scheduled to be completed by May 1 2005
(9)
V TAX INCREMENT PROJECTIONS (FINANCING PLAN)
(10)
V TAX INCREMENT PROJECTIONS (FINANCING PLAN)
A. Bonded Indebtedness
As stated in Section I of this Plan, it is anticipated that the City or the City NPC will
issue bonds secured, in whole or in part, by the Zone Tax Increment in order to pay for the
Project Improvements. Bonds will be issued in an original principal amount determined by
Cabela s and the City or the City NPC based on a reasonable projection of cash flow available in
the TIF Zone to service the bonds. Cabela s will purchase the Bonds in installments as needed
so that the TIF Zone may pay for Project Improvements or reimburse Cabela s for advance
financing of Project Improvements. Any Bonds will be issued, to the extent permitted under
Federal tax law as tax - exempt obligations described under section 103 of the Internal Revenue
Code of 1986 as amended (the `IRC "), and otherwise as obligations not described in said
section 103 of the IRC It is anticipated that NISD will not participate in the TIF Zone or
contribute increment to the TIF Zone. Other taxing units with taxing authority on real property
located within the TIF Zone may make contributions to the Zone Tax Increment. Cabela s will
initially purchase and hold any Bonds for its own account, but it may sell the Bonds in
accordance with any reasonable restrictions set forth in the Master Development Agreement and
the financing documents approved by the City or City NPC in connection with the sale of the
Bonds. It is estimated that bonded indebtedness to be incurred will not exceed $32,000 000
B. Projections of Revenue
This section outlines the estimated Zone Tax Increment. The Zone Tax Increment will
depend on many factors, including (a) the taxable appraised value of real property in the TIF
Zone for the 2004 tax year- (b) increases in the taxable appraised value of real property in the
TIF Zone in subsequent tax years (which largely depends on new development occurring within
the TIF Zone) (c) the degree of participation in the TIF Zone by the various taxing units, (d) tax
rates, (e) collection rates, and (f) the term of the Zone Each of these factors is discussed in turn.
1 Base Value. Table 2 sets forth the estimated total base value for the TIF Zone,
which is the taxable appraised value of all real property located in the TIF Zone (estimated to be
$11 401 194 based on 2003 appraisals).
2. Expected Annual Growth of the Zone s Taxable Real Propert y The estimated
captured appraised value (thus reflecting estimated growth of real property taxable values) of the
TIF Zone for each year of its existence and the estimated tax increment to be generated annually
in total and from each taxing unit is outlined on Table 3
3 Participation by Tax Units. The financial protections set forth in this Plan assume
that the City will participate in the Zone contributing its tax increment generated from the
Facility and from all other property developed in the Zone (100% 15 yrs and 90% 5 yrs)
The Plan further assumes that taxing units other than the City will participate in the Zone
contributing their tax increment generated from the Facility and from all other property
(11)
developed in the Zone at the following levels. Tarrant County and Hospital District (80% 5yrs,
70% 5yrs and 50% 1 Oyrs) College District (50% 20yrs), and Water District (60% 20yrs)
4 Projected Tax Rates. Property tax rates are assumed to remain constant.
5 Protected Collection Rates. This Plan assumes a 100 percent collection rate.
6 Term of the Zone. The term of the Zone will be 20 years, expiring on June 30
2025 (meaning that the last tax year that will generate tax increment for the TIF Zone will be the
2024 tax year)
C. Estimated Payment of Project Costs
Based on the assumptions and estimates set forth in Paragraph B above, it is expected that
the Zone Tax Increment will be sufficient to pay approximately 100% of all Project
Improvement costs (plus interest):
(12)
VI. TABLES
(13)
Table 1
Tax Increment Reinvestment Zone #10
City of Fort Worth, Texas (Lone Star TIF)
Estimated Project Costs
Land Cost:
Wet Pond /Site Detention
Cabela's Site Public Purpose
Off -Site Development Cost:
Highway Improvements
-Curb Cuts & Turning Lanes
Streets /Roads Cabela's Dr
Water Line 16"
Water Line 12"
Engineering Cost
Site Development Cost:
Environmental
-Pond & Stream Relocate /Mitigate
- Landscape / Hardscape Lake & Stream
Demolition
Earthwork/Grading
Stormwater Management
Cabela's Parkway
Sewer Relocate
Engineering Cost
Sitework:
Grading
Paving Internal Streets /Roads
Parking Lots Cars
Parking Lots RV/Trucks
Landscaping
Electrical
Site Utilities
Drainage Stream Structure
Building
Museum /Display Space
(Museum, Mountain, Aquarium, Diorama)
Public Area
(Confer Rms, Restrooms, Public Support Space)
Retail Space
Warehouse
$ 419 439
$ 1,080,329
$
500 000
$
2,125 000
$
72,000
$
162,500
$
200,000
$
240 000
$
950 000
$
1 400 000
$
80 000
$
500 000
$
80 000
$
240 000
$
150 000
$
152,000
$ 200 000
$
3 000 000
$
420 000
$
800 000
$
550 000
$
800 000
$
198,000
$ 8492,227
$ 960 000
E
1 499 768
3 059 500
3552,000
5 968 000
$ 9452,227
Special Features. $ 2,000 000
Statue, Taxidermy Mural
Soft Costs. $ 448 942
Arch /Engineering Cost, Cabela's Administration
Finance & Legal: $ 200 000
Additional Public Infrastructure Projects. $ 5 000 000
Interest Expense: $- 26 052,472
Total Estimated TIF Projects $ 57,232,909
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RESOLUTION AUTHORIZING THE ISSUANCE OF LONE STAR LOCAL
GOVERNMENT CORPORATION TAX INCREMENT CONTRACT REVENUE BONDS,
SERIES 2004 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $30
MILLION APPROVING AN INDENTURE OF TRUST AND OTHER CONTRACT
DOCUMENTS RELATING TO THE BONDS AND CONTAINING OTHER PROVISIONS
RELATED THERETO
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE LONE STAR LOCAL
GOVERNMENT CORPORATION
ARTICLE I
RECITALS
WHEREAS by Ordinance No 16002, adopted on June 15 2004 (the 'Creation Ordinance')
the City of Fort Worth, Texas (the 'City ") created a tax increment reinvestment zone known as
'Reinvestment Zone Number Ten, City of Fort Worth, Texas" ( "TIRZ Ten') pursuant to the
provisions of Chapter 311 Texas Tax Code, and approved a prelumary reinvestment zone financing
plan for TIRZ Ten, and
WHEREAS by Resolution No 3093 adopted on June 15 2004 the City authorized the
creation of the Lone Star Local Government Corporation (the 'Corporation') to aid, assist and act
on behalf of the City in the performance of the City's governmental and proprietary functions with
respect to the common good and general welfare of the City as described in the Creation Ordinance,
and
WHEREAS on 2004 the City is expected to approve that certain Agreement
by and among the City TIRZ Ten, and the Corporation dated as of September 1 2004 (the
'Tri -Party Agreement "), pursuant to which the Corporation was delegated the power and authority
to assist in achieving the economic development objectives of the City within TIRZ Ten, including,
but not limited to the power to issue, sell or deliver its bonds, notes or other obligations in
accordance with the terms of the Tri -Party Agreement, and
WHEREAS the City is not located in a county with a population of 2.1 million or more
residents, and
WHEREAS, as permitted by Chapter 431 Texas Transportation Code, as amended, the
Corporation desires to issue Bonds upon the terms and conditions and for the purposes herein
provided.
ARTICLE II
DEFINITIONS AND INTERPRETATIONS
Section 2.1 Definitions. In this Resolution, the following terms shall have the following
meanings, unless the context clearly indicates otherwise. Terms not defined herein shall have the
meanings assigned to such terms in the Indenture
The term Audit" shall mean the audited annual financial statements of the Corporation
prepared by an independent auditor
The term Authorized Denominations" shall mean $100 000 or any integral multiple of $5 000
in excess of $100 000
The term Authorized Representative shall mean the President or any Vice President of the
Corporation, or any other person designated by the Board of Directors of the Corporation to act in
such capacity
The term 'Bond Purchaser" shall mean Cabela s Incorporated, a Delaware corporation.
The term 'Comptroller" shall mean the Comptroller of Public Accounts ofthe State of Texas.
The term 'Designated Trust Office shall mean the designated corporate trust office of the
Registrar which, as of the date of adoption of this Resolution, is located in Minneapolis, Minnesota.
The term 'Indenture shall mean the Indenture of Trust dated as of September 1 2004
between the Corporation and Wells Fargo Bank, National Association, and its successors in that
capacity
The term 'Issuance Date" shall mean the date on which the Series 2004 Bonds are
authenticated by the Registrar and delivered to and paid for by the Bond Purchaser
The term 'MSRB shall mean the Municipal Securities Rulemaking Board.
The term 'NRMSIR shall mean each person whom the SEC or its staff has determined to
be a nationally recognized municipal securities information repository within the meaning of the Rule
from time to tune.
The term 'Qualified Institutional Buyer" shall mean a 'Qualified Institutional Buyer" as such
term is defined in Rule 144A promulgated under the Securities Act.
The term 'Paying Agent" shall mean the Registrar
The term 'Project" shall mean the improvements described in the Project and Financing Plan
to be financed with the proceeds of the Series 2004 Bonds.
0)
The term 'Purchase Contract" shall mean the Purchase Agreement between the Corporation
and the Bond Purchaser executed under authority of this Resolution.
The term 'Record Date shall mean, for any Interest Payment Date, the last Business Day of
the month next preceding each Interest Payment Date
The term 'Registrar" shall mean Wells Fargo Bank, National Association, and its successors
in that capacity
The term 'Resolution or 'Bond Resolution shall mean this resolution, and all amendments
hereof and supplements hereto
The term 'Rule shall mean SEC Rule 15c2 12, as amended from tune to tune.
The term 'SEC" shall mean the United States Securities and Exchange Cornimssion.
The term Securities Act" shall mean the federal Securities Act of 1933 as amended.
The term 'Series 2004 Bonds or 'Bonds shall mean the Corporation's Tax Increment
Contract Revenue Bonds, Series 2004 authorized by this Resolution.
The term 'SID" shall mean any person designated by the State of Texas or an authorized
department, officer or agency thereof as, and determined by the SEC or its staff' to be, a state
information depository within the meaning of the Rule from time to tune.
Section 2.2 Interpretations. All terms defined herein and all pronouns used in this Resolution
shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of
the articles and sections of this Resolution have been inserted for convenience of reference only and
are not to be considered a part hereof and shall not in any way modify or restrict any of the terns or
provisions hereof. Any references in this Resolution to the 'FORM OF BOND shall be to the form
of the Bonds as set forth in Exhibit A to this Resolution. This Resolution and all the terms and
provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain
the validity of the Parity Bonds and the validity of the lien on and pledge of the Pledged Revenues
to secure the payment of the Parity Bonds.
ARTICLE III
TERMS OF THE BONDS
Section 3.1 Maximum Amount, Purpose, Authorization. The Series 2004 Bonds shall be
issued in fully registered form, without coupons, in the aggregate principal amount not to exceed
$30,000 000 for the purpose of (1) paying Project Costs, and (2) paying Costs of Issuance, all under
and pursuant to the authority of the Act and all other applicable law
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Section 3.2 Sale of the Series 2004 Bonds. The Authorized Representative is hereby
authorized to act for and on behalf of the Corporation in connection with the issuance and sale of the
Series 2004 Bonds. In that capacity the Authorized Representative, acting for and on behalf of the
Corporation, shall determine the date for issuance and sale of the Series 2004 Bonds and shall
approve, execute and deliver a Purchase Contract with the Bond Purchaser Interest on the Series
2004 Bonds shall be payable on each July 1 and January 1 (the 'Interest Payment Dates ")
commencing July 1 2005 until maturity or prior redemption, at the rate of 4 75% per annum. Should
a 'Determination of Taxabihty" (as defined in the Indenture) occur the interest rate on the Bonds
shall increase to 7 00% per annum, commencing on the effective date of the Determination of
Taxabihty The Series 2004 Bonds shall bear interest at the fixed rate or rates per annum calculated
on the basis ofa 360 -day year oftwelve 30 -day months. The aggregate principal amount of the Series
2004 Bonds sold to the Bond Purchaser under the terms of this Resolution shall not exceed the
amount set forth in Section 3 1 hereof. The Series 2004 Bonds shall be dated as of the date
designated by the Authorized Representative, shall bear interest from the Issuance Date, shall mature
on July 1 2024 and shall be subject to special mandatory redemption on July 1 in each year
commencing 2006 (the 'Principal Installment Payment Dates ") to the extent Pledged Revenues are
available for such purpose and are deposited to the credit of the Debt Service Fund, as provided in
the FORM OF BOND The Bonds may contain redemption features and other matters relating to
the payment of the Bonds, as provided in the FORM OF BOND Any Authorized Representative is
hereby authorized to execute the Purchase Contract in substantially the form attached hereto Series
2004 Bonds may be delivered in installments from time to time to the extent so provided in a
Purchase Contract.
Section 3 3 Execution of Series 2004 Bonds. The Series 2004 Bonds shall be signed on
behalf of the Corporation by an Authorized Representative and countersigned by the Secretary or
Assistant Secretary by their manual, lithographed, or facsimile signatures. Such facsimile signatures
on the Series 2004 Bonds shall have the same effect as if each of the Series 2004 Bonds had been
signed manually and in person by each of said officers. If any officer of the Corporation whose
manual or facsimile signature shall appear on the Series 2004 Bonds shall cease to be such officer
before the authentication of such Series 2004 Bonds or before the delivery of such Series 2004
Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes
as if such officer had remained in such office.
Section 3 4 Approval By Attorney General Registration by Comptroller The Series 2004
Bonds to be initially issued shall be delivered to the Attorney General of Texas for examination and
approval and shall be registered by the Comptroller The manually executed registration certificate
of the Comptroller substantially in the form provided in Exhibit A to this Resolution shall be affixed
or attached to the Series 2004 Bonds to be initially issued and delivered to the Bond Purchaser
Section 3 5 Authentication. Except for the Series 2004 Bonds to be initially issued, which
need not be authenticated by an authorized representative of the Registrar only such Series 2004
Bonds as shall bear thereon a certificate ofauthentication substantially in the form provided in Exhibit
A to this Resolution, manually executed by an authorized representative of the Registrar shall be
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entitled to the benefits of this Resolution or shall be valid or obligatory for any purpose. Such duly
executed certificate of authentication shall be conclusive evidence that the Series 2004 Bond so
authenticated was delivered by the Registrar hereunder
The Registrar when it authenticates a Series 2004 Bond, shall cause the Issuance Date to be
stamped, typed or imprinted on such Series 2004 Bond. Series 2004 Bonds issued on transfer of or
in exchange for other Series 2004 Bonds shall bear the same Issuance Date as the Series 2004 Bond
or Series 2004 Bonds presented for transfer or exchange.
Section 3 6 Payment of Principal and Interest. The Registrar is hereby appointed as the
registrar and paying agent for the Series 2004 Bonds. The principal of the Series 2004 Bonds shall
be payable, without exchange or collection charges, in any corn or currency of the United States of
America which, on the date of payment, is legal tender for the payment of debts due the United States
of America, upon their presentation and surrender as they respectively become due and payable,
whether at maturity or by prior redemption, at the Designated Trust Office The interest on each
Series 2004 Bond shall be payable by check payable on the Interest Payment Date, mailed by the
Registrar on or before each Interest Payment Date to the Owner of record as of the Record Date, to
the address of such Owner as shown on the Register or by such other method acceptable to the
Registrar requested by and at the risk and expense of the Owner
If the date for the payment ofprmcipal or-interest on any Series 2004 Bond is not a Business
Day then the date for such payment shall be the next succeeding Business Day and payment on such
date shall have the same force and effect as if made on the original date such payment was due.
Section 3 7 Successor Registrars. The Corporation covenants that at all tunes while any
Series 2004 Bonds are Outstanding it will provide a commercial bank or trust company organized
under the laws of the State of Texas or other entity duly qualified and legally authorized to act as
Registrar for the Series 2004 Bonds. The Corporation reserves the right to change the Registrar for
the Series 2004 Bonds on not less than sixty (60) days written notice to the Registrar so long as any
such notice is effective not less than sixty (60) days prior to the next succeeding Principal Instalhnent
Payment Date or Interest Payment Date on the Series 2004 Bonds. Promptly upon the appointment
of any successor Registrar the previous Registrar shall deliver the Register or a copy thereof to the
new Registrar and the new Registrar shall notify each Owner by United States mail, first class
postage prepaid, of such change and of the address of the new Registrar Each Registrar hereunder
by acting in that capacity shall be deemed to have agreed to the provisions of this Section.
Section 3 8 Special Record Date. If interest on any Series 2004 Bond is not paid on any
Interest Payment Date and continues unpaid for thirty (30) days thereafter the Registrar shall
establish a new record date for the payment of such interest, to be known as a 'Special Record Date.
The Registrar shall establish a Special Record Date when funds to make such interest payment are
received from or on behalf of the Corporation. Such Special Record Date shall be fifteen (15) days
prior to the date fixed for payment of such past due interest, and notice of the date of payment and
the Special Record Date shall be sent by United States mail, first class postage prepaid, not later than
five (5) days prior to the Special Record Date, to each Owner of record of an affected Series 2004
Bond as of the close of business on the day prior to the mailing of such notice.
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Section 3 9 Ownerslup, Unclaimed Principal and Interest. Subject to the further provisions
of this Section, the Corporation, the Registrar and any other-person may treat the person in whose
name any Series 2004 Bond is registered as the absolute Owner of such Series 2004 Bond for the
purpose of making and receiving payment of the principal of or interest on such Series 2004 Bond,
and for all other purposes, whether or not such Series 2004 Bond is overdue, and neither the
Corporation nor the Registrar shall be bound by any notice or knowledge to the contrary All
payments made to the person deemed to be the Owner of any Series 2004 Bond in accordance with
this Section 3 9 shall be valid and effectual and shall discharge the liability of the Corporation and the
Registrar upon such Series 2004 Bond to the extent of the sums paid.
Amounts held by the Registrar which represent principal of and interest on the Series 2004
Bonds remaining unclaimed by the Owner after the expiration of three (3) years from the date such
amounts have become due and payable shall be reported and disposed of by the Registrar in
accordance with the applicable provisions of the 'Paying Agent Agreement" referred to in Article X
hereof.
Section 3 10 Registration, Transfer, and Exchange. So long as any Series 2004 Bonds
remain Outstanding, the Registrar shall keep the Register at the Designated Trust Office and, subject
to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration and
transfer of Series 2004 Bonds in accordance with the terms of this Resolution.
Each Series 2004 Bond shall be transferable only upon the presentation and surrender thereof
at the Designated Trust Office of the Registrar duly endorsed for transfer or accoinpamed by an
assignment duly executed by the Registered Owner or his authorized representative in form
satisfactory to the Registrar Upon due presentation of any Series 2004 Bond in proper form for
transfer the Registrar shall authenticate and deliver in exchange therefor wrthm three (3) Business
Days after such presentation, a new Series 2004 Bond or Series 2004 Bonds, registered in the name
of the transferee or transferees, in Authorized Denominations and of the same maturity aggregate
principal amount, and Issuance Date, and bearing interest at the same rate as the Series 2004 Bond
or Series 2004 Bonds so presented. Anything to the contrary herein notwithstanding, (a) no Series
2004 Bond shall be issued in a denomination of less than $100 000 and (b) no Series 2004 Bond may
be transferred unless the conditions stated in Section 3 15 hereof are satisfied.
All Series 2004 Bonds shall be exchangeable upon presentation and surrender thereof at the
Designated Trust Office of the Registrar for a Series 2004 Bond or Series 2004 Bonds of the same
maturity Issuance Date, and interest rate and in any Authorized Denomination, in an aggregate
amount equal to the unpaid principal amount of the Series 2004 Bond or Series 2004 Bonds
presented for exchange. The Registrar shall be and is hereby authorized to authenticate and deliver
exchange Series 2004 Bonds in accordance with the provisions of this Section 3 10 Each Series
2004 Bond delivered in accordance with tlus Section 3 10 shall be entitled to the benefits and security
of this Resolution to the same extent as the Series 2004 Bond or Series 2004 Bonds in heu of which
such Series 2004 Bond is delivered.
W
The Corporation or the Registrar may require the Owner of any Series 2004 Bond to pay a
sum sufficient to cover any tax or other governmental charge that may be unposed in connection with
the transfer or exchange of such Series 2004 Bond. Any fee or charge of the Registrar for such
transfer or exchange shall be paid by the Corporation.
The Registrar shall not be required to transfer or exchange any Series 2004 Bond during the
period beginning on a Record Date or a Special Record Date and ending on the next succeeding
Interest Payment Date or to transfer or exchange any Series 2004 Bond called for redemption during
the period beginning ten (10) days prior to the date fixed for redemption and ending on the date fixed
for redemption; provided, however that this limitation shall not apply to the exchange by the Owner
of the unredeemed portion of a Series 2004 Bond called for redemption in part.
Section 3 11 Cancellation of Series 2004 Bonds. All Series 2004 Bonds paid or redeemed
in accordance with this Resolution, and all Series 2004 Bonds in lieu of which exchange Series 2004
Bonds or replacement Series 2004 Bonds are authenticated and delivered in accordance herewith,
shall be canceled and thereafter treated in accordance with the Registrar's document retention
policies.
Section 3 12 Mutilated, Lost, or Stolen Series 2004 Bonds. Upon the presentation and
surrender to the Registrar of a mutilated Series 2004 Bond, the Registrar shall authenticate and
deliver in exchange therefor a replacement Series 2004 Bond of like maturity interest rate and
principal amount, bearing a number not contemporaneously Outstanding. The Corporation or the
Registrar may require the Owner of such Series 2004 Bond to pay a sum sufficient to cover any tax
or other governmental charge that may be unposed in connection therewith and any other expenses
connected therewith, including the fees and expenses of the Registrar
If any Series 2004 Bond is lost, apparently destroyed, or wrongfully taken, the Corporation,
pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that
such Series 2004 Bond has been acquired by a bona fide purchaser shall execute and the Registrar
shall authenticate and deliver a replacement Series 2004 Bond of .like maturity interest rate and
principal amount, bearing a number not contemporaneously Outstanding, provided that the Owner
thereof shall have-
(1) furnished to the Registrar satisfactory evidence of the ownerslup of and the
circumstances of the loss, destruction or theft of such Series 2004 Bond,
(2) furmshed such security or indemnity as may be required by the Registrar to
save it and the Corporation harmless,
(3) paid all expenses and charges in connection therewith, including, but not
limited to printing costs, legal fees, fees of the Registrar and any tax or other
governmental charge that may be unposed, and
7
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(4) met any other reasonable requirements of the Corporation and the Registrar
If, after the delivery of such replacement Series 2004 Bond, a bona fide purchaser of the original
Series 2004 Bond in lieu of which such replacement Series 2004 Bond was issued presents for
payment such original Series 2004 Bond, the Corporation and the Registrar shall be entitled to
recover such replacement Series 2004 Bond from the person to whom it was delivered or any person
taking therefrom, except a bona fide purchaser and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
Corporation or the Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or wrongfully taken Series 2004 Bond has
become or is about to become due and payable, the Corporation in its discretion may instead of
issuing a replacement Series 2004 Bond, authorize the Registrar to pay such Series 2004 Bond.
Each replacement Series 2004 Bond delivered in accordance with this Section 3 12 shall be
entitled to the benefits and security of this Resolution to the same extent as the Series 2004 Bond or
Series 2004 Bonds in lieu of which such replacement Series 2004 Bond is delivered.
Section 3 13 Redemption. The Series 2004 Bonds are subject to redemption under the
conditions, on the dates, and for the redemption prices set forth in the FORM OF BOND If less than
all of the Series 2004 Bonds are to be redeemed, the Corporation shall determine the particular Series
2004 Bonds or portions thereof to be redeemed.
Principal amounts may be redeemed only in integral multiples of $5 000 if a Series 2004
Bond subject to redemption is in a denomination larger than $100 000 a portion of such Series 2004
Bond may be redeemed, but only in integral multiples of $5 000 and so long as the unredeemed
portion of any Series 2004 Bonds so redeemed in part is not less than $100 000 Upon surrender of
any Series 2004 Bond for redemption in part, the Registrar in accordance with Section 3 10 hereof,
shall authenticate and deliver in exchange therefor a Series 2004 Bond or Series 2004 Bonds of like
maturity Issuance Date, and interest rate in an aggregate principal amount equal to the unredeemed
portion of the Series 2004 Bond so surrendered.
Unless waived by the Owner notice of any redemption identifying the Series 2004 Bonds to
be redeemed in whole or in part shall be given by the Registrar at least ten (10) days prior to the date
fixed for redemption by sending written notice by United States mail, first class postage prepaid, to
the Owner of each Series 2004 Bond to be redeemed in whole or in part at the address shown on the
Register Such notices shall state the redemption date, the redemption price, the place at which Series
2004 Bonds are to be surrendered for payment and, if less than all Series 2004 Bonds Outstanding
of a particular maturity are to be redeemed, the numbers of the Series 2004 Bonds or portions thereof
of such maturity to be redeemed. Any notice given as provided in this Section 3 13 shall be
conclusively presumed to have been duly given, whether or not the Owner receives such notice By
the date fixed for redemption, due provision shall be made with the Registrar for payment of the
redemption price of the Series 2004 Bonds or portions thereof to be redeemed, plus accrued interest
to the date fixed for redemption. When Series 2004 Bonds have been called for redemption in whole
or in part and due provision has been made to redeem the same as herein provided, the Series 2004
Bonds or portions thereof so redeemed shall no longer be regarded as Outstanding except for the
purpose of receiving payment solely from the funds so provided for redemption, and the rights of the
Owners to collect interest which would otherwise accrue after the redemption date on any Series
2004 Bond or portion thereof called for redemption shall terminate on the date fixed for redemption.
Should ownership ofthe Series 2004 Bonds be established in accordance with the book- entry-
only system of The Depository Trust Company ( "DTC ") the Paying Agent for the Series 2004 Bonds
shall notify DTC that in the exercise by DTC of the selection of Series 2004 Bonds for redemption,
the Series 2004 Bonds shall be so selected by DTC in such a manner that no beneficial owner of
Series 2004 Bonds shall own less than $100 000 in principal amount of any Series 2004 Bonds of any
one maturity
Section 3 14 Limited Obligations. THE SERIES 2004 BONDS ARE A LIMITED
OBLIGATION OF THE CORPORATION PAYABLE SOLELY OUT OF THE TRUST ESTATE,
WHICH IS THE SOLE ASSET OF THE CORPORATION PLEDGED THEREFOR. THE SERIES
2004 BONDS ARE OBLIGATIONS SOLELY OF THE CORPORATION AND DO NOT
CONSTITUTE, WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL
PROVISION AN INDEBTEDNESS AN OBLIGATION OR A LOAN OF CREDIT OF THE
CITY OF FORT WORTH, TEXAS THE STATE OF TEXAS TARRANT COUNTY TEXAS
TARRANT COUNTY COLLEGE DISTRICT TARRANT COUNTY HOSPITAL DISTRICT
TARRANT REGIONAL WATER DISTRICT REINVESTMENT ZONE NUMBER TEN CITY
OF FORT WORTH, TEXAS OR ANY OTHER MUNICIPALITY COUNTY OR OTHER
MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF
TEXAS NEITHER THE CITY OF FORT WORTH, TEXAS TARRANT COUNTY TEXAS
TARRANT COUNTY COLLEGE DISTRICT TARRANT COUNTY HOSPITAL DISTRICT
TARRANT REGIONAL WATER DISTRICT NOR REINVESTMENT ZONE NUMBER TEN
CITY OF FORT WORTH, TEXAS ARE OBLIGATED TO MAKE PAYMENTS ON THE SERIES
2004 BONDS
Section 3 15 Limitation on Transfers. Anything in this Resolution to the contrary the Series
2004 Bonds may not be sold, pledged, hypothecated, donated, or otherwise transferred, including the
sale of a participation interest therein, whether for consideration, by the Owner except (i) to a
qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act
of 1933 as amended, unless the Owner provides evidence satisfactory to the Corporation that a
nationally recognized municipal securities rating organization has issued a rating on the Series 2004
Bonds that is at least one of its three highest rating categories, and (u) upon delivery of an opinion
of Bond Counsel that the Series 2004 Bonds qualify as obligations described in Section 103(a) of the
Code.
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ARTICLE IV
FORM OF SERIES 2004 BONDS AND CERTIFICATES
Section 4 1 Forms. The form of the Series 2004 Bonds, including the form of the Registrar's
authentication certificate, the form of assignment, and the form of the Comptroller's Registration
Certificate for the Series 2004 Bonds to be initially issued, shall be in substantially the form as set
forth in Exhibit A to this Resolution.
Section 4.2 Legal Opinion, Cusip Numbers, Bond Insurance. The approving opinion of
Bond Counsel and CUSIP Numbers may be printed on the Series 2004 Bonds, but errors or
omissions in the printing of such opinion or such numbers shall have no effect on the validity of the
Series 2004 Bonds. If bond insurance is obtained by the Bond Purchaser the Series 2004 Bonds may
bear an appropriate legend as provided by the insurer
ARTICLE V
ADDITIONAL BONDS
Section 5 1 Additional Parity Bonds. The Corporation reserves the right to issue, for any
lawful purpose (including the refunding of any previously issued Parity Bonds), one or more series
of Additional Parity Bonds payable from and secured by a first hen on the Pledged Revenues, on a
panty with the Series 2004 Bonds, and any previously issued Additional Parity Bonds, provided,
however that Additional Parity Bonds may be issued only in accordance with the provisions of
Article III of the Indenture. Installment deliveries of the Series 2004 Bonds shall not constitute the
issuance of Additional Parity Bonds for purposes of this Resolution and the Indenture, and the
conditions for the issuance of Additional Parity Bonds set forth in the Indenture shall not apply to the
installment deliveries of Series 2004 Bonds made after the initial installment delivery of the Series
2004 Bonds.
Section 5.2 Subordinate Lien Obligations. The Corporation reserves the right to issue, for
any lawful purpose, Subordinate Lien Obligations secured in whole or in part by liens on the Pledged
Revenues that are humor and subordinate to the hen on Pledged Revenues securing payment of the
Parity Bonds. Such Subordinate Lien Obligations may be further secured by any other source of
payment lawfully available for such purposes, provided, that Subordinate Lien Obligations may be
issued only in accordance with the provisions of Article III of the Indenture.
Section 5.3 Reserve Fund. No Reserve Fund has been established for the benefit of the
Series 2004 Bonds. The Corporation reserves the right to establish a Reserve Fund for the benefit of
the Series 2004 Bonds.
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ARTICLE VI
GENERAL COVENANTS
Section 6 1 Punctual Payment of Parity Bonds. The Corporation will punctually pay or
cause to be paid the interest on and principal of all Parity Bonds according to the terms thereof and
will faithfully do and perform, and at all tunes fully observe, any and all covenants, undertakings,
stipulations and provisions contained in this Resolution and in any resolution authorizing the issuance
of Additional Parity Bonds.
Section 6.2 Maintenance of TIRZ Ten. So long as any Parity Bonds remain Outstanding,
the Corporation covenants that it will, within the limits of its authority comply with all contractual
provisions and agreements entered into by it and with all valid rules, regulations, directions or orders
ofany governmental, administrative, orjudicial body promulgating same, noncompliance with which
would materially and adversely affect the operation of TIRZ Ten.
Section 6.3 Accounts, Records, and Audits. So long as any Parity Bonds remain
Outstanding, the Corporation covenants and agrees that it will maintain a proper and complete system
of records and accounts pertaining to the operation of TIRZ Ten and the Corporation in which full,
true and proper entries will be made of all dealings, transactions, business and affairs which in any
way affect or pertain to TIRZ Ten, the Corporation or the Pledged Revenues. The Corporation shall
after the close of each fiscal year cause an Audit to be prepared by an independent certified public
accountant or independent firm of certified public accountants. All expenses incurred in preparing
Audits shall be maintenance and operation expenses
Section 6 4 Pledge and Encumbrance of Pledged Revenues. (a) The Corporation covenants
and represents that it has the lawful power to create a hen on and to pledge the Pledged Revenues
to secure the payment of the Parity Bonds and has lawfully exercised such power under the
Constitution and laws of the State of Texas. The Corporation further covenants and represents that,
other than to the payment of the Parity Bonds, the Pledged Revenues are not and will not be made
subject to any other hen pledge or encumbrance to secure the payment of any debt or obligation of
the Corporation, unless such lien, pledge or encumbrance is junior and subordinate to the lien and
pledge securing payment of the Parity Bonds.
(b) The provisions of subsection (a) of this Section 6 4 notwithstanding, the hen on, pledge
of, and rights in and to the Pledged Tax Increments established, made, and granted in the Indenture
and pursuant to subsection (a) of this Section 6 4 shall constitute a first and senior lien thereon,
subject only to the rights, if, any of the holders of bonds or other obligations that have been
heretofore or are hereafter issued by a Participant that are payable from and secured by a general levy
of ad valorem taxes throughout the taxing jurisdiction of the Participant.
11
(c) Each ofthe Participants has agreed to contribute its Contract Tax Increments to the Tax
Increment Fund, in accordance with the Act and its Participant Contract, as follows with respect to
the City in payment years 1 through 15 100% of its Tax Increment, and in payment years 16 through
20 95% of its Tax Increment, with respect to the County in payment years 1 through 5 80% of its
Tax Increment, in payment years 6 through 10 70% of its Tax Increment, and in payment years 11
through 20 50% of its Tax Increment; with respect to the College District, 50% of its Tax Increment,
and with respect to [description of other Taxing Unit participation] The
Corporation will use reasonable efforts to cause the Participants to levy and annually assess and
collect ad valorem taxes at such rates and amounts as may be necessary and required to pay in full
and on a timely basis all debt service requirements on each Participant's respective outstanding bonds
or other obligations that are payable in whole or in part from and secured by a general levy of ad
valorem taxes throughout such Participant without resort to the use of any portion of the Contract
Tax Increments derived from the tax collections of such Participants for such purpose, and to cause
the portion of such taxes representing Contract Tax Increments to be paid to the Tax Increment Fund.
Section 6.5 Owners' Remedies. This Resolution shall constitute a contract between the
Corporation and the Owners ofthe Parity Bonds from time to tune Outstanding and this Resolution
shall be and remain i repealable until the Parity Bonds and the interest thereon shall be fully paid or
discharged or provision therefor shall have been made as provided herein. In the event of a default
in the payment of the principal of or interest on any of the Parity Bonds or a default in the
performance of any duty or covenant provided by law or in this Resolution, the Owner or Owners
of any of the Parity Bonds may pursue all legal remedies afforded by the Constitution and laws of the
State of Texas to compel the Corporation to remedy such default and to prevent further default or
defaults. Without in any way limiting the generality ofthe foregoing, it is expressly provided that any
Owner of any of the Parity Bonds may at law or in equity by suit, action, mandamus, or other
proceedings, enforce and compel performance of all duties required to be performed by the
Corporation under this Resolution, the deposit ofthe Pledged Revenues into the special funds herein
provided, and the application of such Pledged Revenues in the manner required in this Resolution.
The foregoing notwithstanding, acceleration ofthe Parity Bonds is not an available remedy The sole
source of the Corporation available for the payment of debt service on the Bonds is and shall be the
Pledged Revenues.
Section 6 6 Discharge by Deposit. The Corporation may discharge its obligation to the
Owners of any or all of the Parity Bonds to pay principal, interest and redemption premium (if any)
thereon in any manner then permitted by law including, but not limited to by depositing with any
paying agent for such Parity Bonds either- (i) cash in an amount equal to the principal amount and
redemption prernium, if any of such Parity Bonds plus interest thereon to the date of maturity or
redemption, or (ii) pursuant to an escrow or trust agreement, cash and /or direct noncallable,
nonprepayable obligations of the United States of America, in principal amounts and maturities and
bearing interest at rates sufficient to provide for the timely payment of the principal amount and
redemption premium, if any of such Parity Bonds plus interest thereon to the date of maturity or
redemption; provided, however that if any of such Parity Bonds are to be redeemed prior to their
respective dates of maturity provision shall have been trade for giving notice of redemption as
provided in the resolution authorizing such Parity Bonds. Upon such deposit, such Parity Bonds shall
no longer be regarded to be Outstanding or unpaid.
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Section 6 7 Registrar and Trustee May Own Panty Bonds. The Registrar and Trustee for
the Parity Bonds, in their individual or any other capacity may become holders or pledgees of the
Parity Bonds with the same rights they would have if they were not the Registrar or Trustee
Section 6 8 No Recourse Against Corporation Officials. No recourse shall be had for the
payment of principal of or interest on any Parity Bonds or for any claim based thereon or on this
Resolution against any official of the Corporation or any person executing any Parity Bonds. No
member of the Board of Directors of the Corporation or any officer agent, employee or
representative of the Corporation in lus individual capacity nor the officers, agents, employees or
representatives of the Corporation nor any person executing the Series 2004 Bonds shall be
personally liable thereon or be subject to any personal liability or accountability by reason of the
issuance thereof, whether by virtue of any constitution, statute or rule of law or by the enforcement
of any assessment or penalty or otherwise, all such liability being expressly released and waived as
a condition of and in consideration for the adoption of this Resolution and the issuance of the Series
2004 Bonds.
ARTICLE VII
PROVISIONS CONCERNING SALE AND
APPLICATION OF PROCEEDS OF SERIES 2004 BONDS
Section 7 1 Execution of Documents to Effect Sale of Series 2004 Bonds. An Authorized
Representative and other appropriate officers, agents and representatives of the Corporation are
hereby authorized to do any and all things necessary or desirable to provide for the issuance and
delivery of the Series 2004 Bonds.
Section 7.2 Application of Proceeds. Proceeds from the sale of the Series 2004 Bonds shall,
promptly upon receipt by the Trustee, be applied in the manner provided for in a certificate executed
by an Authorized Representative.
ARTICLE VIII
TAX EXEMPTION
Section 8.1 General Tax Covenants. The Corporation covenants to refrain from any action
which would adversely affect, or to take any action to assure, the treatment of the Series 2004 Bonds
as obligations described in section 103 of the Code the interest on which is not includable in the
gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the
Corporation covenants as follows
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Series 2004 Bonds or the projects financed therewith (less amounts deposited to a reserve
fund, if any) are used for any 'private business use" as defined in section 141(b)(6) of the
Code or if more than 10 percent of the proceeds are so used, that amounts, whether or not
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received by the Corporation, with respect to such private business use, do not, under the
terms of this Resolution or any underlying arrangement, directly or indirectly secure or
provide for the payment of more than 10 percent of the debt service on the Series 2004
Bonds, in contravention of section 141(b)(2) of the Code,
(b) to take any action to assure that in the event that the 'private business use
described in subsection (a) hereof exceeds 5 percent ofthe proceeds ofthe Series 2004 Bonds
or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a 'private business use which is 'related and not
disproportionate within the meaning of section 141(b)(3) of the Code, to the governmental
use,
(c) to take any action to assure that no amount which is greater than the lesser of
$5 000 000 or 5 percent of the proceeds of the Series 2004 Bonds (less amounts deposited
into a reserve fund, if any), is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Series
2004 Bonds being treated as 'private activity bonds" within the meaning of section 141(a) of
the Code,
(e) to refrain from taking any action that would result in the Series 2004 Bonds
being 'federally guaranteed within the meaning of section 149(b) of the Code;
(0 to refrain from using any portion of the proceeds of the Series 2004 Bonds,
directly or indirectly to acquire or to replace funds which were used, directly or indirectly
to acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Series 2004 Bonds, other than investment
property acquired with
(1) proceeds ofthe Series 2004 Bonds invested for a reasonable temporary
period of three years or less until such proceeds are needed for the purpose for which
the Series 2004 Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1 148 -1(b) of the Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Series 2004 Bonds,
(g) to otherwise restrict the use of the proceeds of the Series 2004 Bonds or
amounts treated as proceeds ofthe Series 2004 Bonds, as may be necessary so that the Series
2004 Bonds do not otherwise contravene the requirements of section 148 of the Code
(relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to
advance refundmgs) and
14-
(h) to pay to the United States of America at least once during each five year
period (beginning on the date of delivery of the Series 2004 Bonds) an amount that is at least
equal to 90 percent of the 'Excess Earnings" within the meaning of section 148(f) of the
Code and to pay to the United States of America, not later than 60 days after the Series 2004
Bonds have been paid in full, 100 percent of the amount then required to be paid as a result
of Excess Earnings under section 148(f) of the Code
The Corporation understands that the terin 'proceeds" includes disposition proceeds" as defined in
the Treasury Regulations and, in the case of a refunding bond, transferred proceeds (if any) and
proceeds of the refunded bonds expended prior to the date of the issuance of the Series 2004 Bonds.
It is the understanding of the Corporation that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U S Department of the
Treasury pursuant thereto In the event that regulations or rulings are hereafter promulgated which
modify or expand provisions of the Code, as applicable to the Series 2004 Bonds, the Corporation
will not be required to comply with any covenant contained herein to the extent that such failure to
comply in the opinion ofnationally- recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Series 2004 Bonds under section 103 of the Code
In the event that regulations or rulings are hereafter promulgated which unpose additional
requirements which are applicable to the Series 2004 Bonds, the Corporation agrees to comply with
the additional requirements to the extent necessary in the opinion of nationally- recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Series 2004 Bonds
under section 103 of the Code In furtherance of the foregoing, any Authorized Representative may
execute any certificates or other reports required by the Code and to make such elections, on behalf
of the Corporation, which may be pernutted by the Code as are consistent with the purpose for the
issuance of the Series 2004 Bonds. In order to facilitate compliance with the above clause (h), there
has been established in the Indenture a 'Rebate Fund for the sole benefit of the United States of
America, and such Rebate Fund shall not be subject to the claim of any other person, including
without limitation the Registered Owners of the Series 2004 Bonds. The Rebate Fund is established
for the additional purpose of compliance with section 148 of the Code.
Section 8.2 Allocation of, and Liritation on, Expenditures for the Project. The Corporation
covenants to account for on its books and records the expenditure of proceeds from the sale of the
Series 2004 Bonds and any investment earnings thereon to be used for the payment of Project Costs
by allocating proceeds to expenditures within 18 months of the later of the date that (a) the
expenditure on a Project is made or (b) each such Project is completed. The foregoing
notwithstanding, the Corporation shall not expend such proceeds or investment earnings more than
60 days after the later of (a) the fifth anniversary of the date of delivery of the Series 2004 Bonds or
(b) the date the Series 2004 Bonds are retired, unless the Corporation obtains an opinion of
nationally- recognized bond counsel substantially to the effect that such expenditure will not adversely
affect the tax- exempt status of the Series 2004 Bonds. For purposes of this Section, the Corporation
shall not be obligated to comply with this covenant if it obtains an opinion of nationally - recognized
bond counsel to the effect that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
15-
Section 8 3 Disposition of Project The Corporation covenants that the property constituting
a Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the
Corporation of cash or other compensation, unless the Corporation obtains an opinion of nationally-
recognized bond counsel substantially to the effect that such sale or other disposition will not
adversely affect the tax - exempt status of the Series 2004 Bonds. For purposes of this Section, the
portion of the property comprising personal property and disposed of in the ordinary course of
business shall not be treated as a transaction resulting in the receipt of cash or other compensation.
For purposes of this Section, the Corporation shall not be obligated to comply with this covenant if
it obtains an opinion of nationally - recognized bond counsel to the effect that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross income of the
interest on the Series 2004 Bonds.
ARTICLE IX
CONTINUING DISCLOSURE UNDERTAKING
Section 9 1 Annual Reports. (a) That the Corporation shall provide annually within six
months after the end of each Fiscal Year ending in or after 2004 financial information and operating
data with respect to the Corporation of the general type described in Exhibit B hereto provided that
such information and data is customarily prepared by the Corporation. Such information shall be
provided to any person upon request made to the Corporation provided that the Corporation reserves
the right at any time to commence making such annual filings with the SID (if any and if none, to
each NRMSIR) in lieu of providing such information upon request. Any financial statements so to
be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B
hereto or such other accounting principles as the Corporation may be required to employ from time
to time pursuant to state law or regulation, and (2) audited, if the Corporation commissions an audit
of such statements and the audit is completed within the period during which they must be provided.
Ifthe audit of such financial statements is not complete within such period, then the Corporation shall
provide unaudited financial statements by the required time and shall provide audited financial
statements for the -applicable fiscal year to each NRMSIR and any SID when and if the audit report
on such statements become available.
(b) If the Corporation changes its fiscal year it will notify the SID of the change (and of the
date of the new fiscal year end) prior to the next date by which the Corporation otherwise would be
required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in one
or more documents or may be included by specific reference to any document (including an official
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to the SID or filed with the SEC
Section 9.2 Material Event Notices. The Corporation shall notify any SID and the MSRB
in a timely manner of any of the following events with respect to the Series 2004 Bonds, if such event
is material within the meaning of the federal securities laws.
1 Principal and interest payment delinquencies,
2. Non- payment related defaults;
3 Unscheduled draws on debt service reserves reflecting financial difficulties,
16-
4 Unscheduled draws on credit enhancements reflecting financial difficulties,
5 Substitution of credit or liquidity providers, or their failure to perform;
6 Adverse tax opinions or events affecting the tax - exempt status of the Series
2004 Bonds,
7 Modifications to rights of holders of the Series 2004 Bonds,
8 Series 2004 Bond calls,
9 Defeasances,
10 Release, substitution, or sale of property securing repayment of the Series
2004 Bonds; and
11 Rating changes.
The Corporation shall notify any SID and the MSRB in a timely manner of any failure by the
Corporation to provide financial information or operating data in accordance with Section 9 1 by the
time required by such Section.
Section 9 3 Limitations, Disclaimers, and Amendments. (a) The Corporation shall be
obligated to observe and perform the covenants specified in this Article for so long as, but only for
so long as; the Corporation remains an obligated person with respect to the Series 2004 Bonds
within the meaning of the Rule, except that the Corporation in any event will give notice of any
deposit made in accordance with this Resolution or applicable law that causes Series 2004 Bonds no
longer to be Outstanding.
(b) The provisions of this Article are for the sole benefit of the holders and beneficial owners
of the Series 2004 Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy or claim hereunder to any other person. The Corporation undertakes
to provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the Corporation's
financial results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Article or otherwise, except as expressly provided herein. The Corporation does
not make any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Series 2004 Bonds at any future date.
(c) UNDER NO CIRCUMSTANCES SHALL THE CORPORATION BE LIABLE TO
THE HOLDER OR BENEFICIAL OWNER OF ANY SERIES 2004 BOND OR ANY OTHER
PERSON IN CONTRACT OR TORT FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE CORPORATION WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON IN CONTRACT OR TORT FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE
17
(d) No default by the Corporation in observing or performing its obligations under this Article
shall comprise a breach of or default under this Resolution for purposes of any other provision of this
Resolution. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise Imut the
duties of the Corporation under federal and state securities laws
(e) The provisions of this Article may be amended by the Corporation from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law or
a change in the identity nature, status, or type of operations of the Corporation, but only if (1) the
provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell
Series 2004 Bonds in the primary offering of the Series 2004 Bonds in compliance with the Rule,
taking into account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances and (2) either (A) the holders of a majority in aggregate principal amount (or
any greater amount required by any other provision of tlus Resolution that authorizes such an
amendment) of the outstanding Series 2004 Bonds consent to such amendment or (B) a person that
is unaffiliated with the Corporation (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the Series
2004 Bonds. If the Corporation so amends the provisions of this Article, it shall include with any
amended financial information or operating data next provided in accordance with Section 9 1 an
explanation, in narrative form, of the reason for the amendment and of the unpact of any change in
the type of financial information or operating data so provided. The Corporation may also amend or
repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the
applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions
of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not
prevent an underwriter from lawfully purchasing or selling Series 2004 Bonds in the primary offering
of the Series 2004 Bonds.
ARTICLE X
AUTHORIZATION OF AGREEMENTS
The Board hereby approves issuance ofthe Series 2004 Bonds and all agreements determined
by the Board to be necessary in connection with the issuance of the Series 2004 Bonds, including
without hnutatmon the following: the Indenture of Trust by and between the Corporation and Wells
Fargo Bank, National Association, as Trustee, in substantially the form attached hereto as Exhibit C
the Paying Agent Agreement by and between the Corporation and Wells Fargo Bank, National
Association, in substantially the form attached hereto as Exhibit D• the Purchase Contract, in
substantially the form attached hereto as Exhibit E, the Trm -Party Agreement, in substantially the form
attached hereto as Exhibit F and any and all other documents and agreements reasonable and
necessary to issue the Bonds (collectively the Agreements ") The Board, by a majority vote of its
members, at a special meeting, hereby approves the form, terms, and provisions of the Agreements
and authorizes the execution and delivery of the Agreements.
M.
ARTICLE XI
MISCELLANEOUS
Section 11 1 Further Proceedings The President, any Vice President, the Secretary the
Assistant Secretary and other appropriate officials of the Corporation are hereby author17-ed and
directed to do any and all things necessary and /or convement to carry out the intent, purposes and
terms of this Resolution, including the execution and delivery of such certificates, documents or
papers necessary and advisable.
Section 11.2 Severability If any Section, paragraph, clause or provision of this Resolution
shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceabihty of such
Section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Resolution.
Section 11.3 Open Meeting. It is hereby officially found and determined that the meeting
at which this Resolution was adopted was open to the public, and that public notice of the tune, place
and purpose of said meeting was given, all as required by the Texas Open Meetings Act, Chapter 551
Texas Government Code.
Section 114 Parties Interested. Nothing in tlus Resolution expressed or imphed is intended
or shall be construed to confer upon, or to give to any person or entity other than the Corporation,
the Registrar and the Owners of the Series 2004 Bonds, any right, remedy or claim under or by
reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Resolution shall be for the sole and exclusive benefit of
the Corporation, the Registrar and the Owners of the Series 2004 Bonds
Section 1 l.5 Repealer All orders, resolutions and ordinances, or parts thereof, inconsistent
herewith are hereby repealed to the extent of such inconsistency
Section 116 Effective Date. This Resolution shall become effective immediately upon
passage by this Corporation and signature of the President of the Corporation.
PASSED AND APPROVED this day of , 2004
By-
Name
Title
ATTEST
By-
Name: (SEAL)
Title
19-
EXHIBIT A.
FORM OF BOND
United States of America
State of Texas
Registered
Registered
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AS AMENDED (THE ACT "), AND SALES OF THIS BOND MAY BE MADE ONLY IN
ACCORDANCE WITH THE CONDITIONS SET FORTH IN THE RESOLUTION
AUTHORIZING THE ISSUANCE OF THIS BOND INCLUDING SPECIFICALLY THAT
SALES OF THIS BOND MAY BE MADE ONLY TO QUALIFIED INSTITUTIONAL
BUYERS AS DEFINED IN RULE 144A UNDER THE ACT ( "QIB '), UNLESS OTHERWISE
PERMITTED BY THE RESOLUTION AUTHORIZING THE ISSUANCE OF THIS BOND
BY ITS ACCEPTANCE OF THIS BOND, THE PURCHASER (A) REPRESENTS THAT IT
IS A QIB ACTING ON BEHALF OF ITSELF OR ANOTHER QIB (AND IF IT IS A QIB,
ACKNOWLEDGES THAT IT IS AWARE THAT THE SELLER MAY RELY ON AN
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE ACT PURSUANT TO
RULE 144A) AND (B) AGREES THAT ANY RESALE OF THIS BOND WILL BE MADE
ONLY TO A QIB, UNLESS OTHERWISE PERMITTED BY THE RESOLUTION
AUTHORIZING THE ISSUANCE OF THIS BOND
LONE STAR LOCAL GOVERNMENT CORPORATION
TAX INCREMENT CONTRACT REVENUE BOND
SERIES 2004
INTEREST RATE MATURITY DATE. ISSUANCE DATE CUSIP-
4 75% JULY 1 2024
REGISTERED OWNER.
PRINCIPAL AMOUNT DOLLARS
The LONE STAR LOCAL GOVERNMENT CORPORATION (the 'Issuer "), a not for
profit local government corporation created under authority of Chapter 431 Subchapter D Texas
Transportation Code (the Act ") by the City of Fort Worth, Texas (the 'City "), for value received,
promises to pay but solely from certain Pledged Revenues as hereinafter provided, to the Registered
Owner identified above or registered assigns, on the MaturityDate specified above, upon presentation
and surrender of this Bond at the designated corporate trust office in Dallas, Texas (the 'Designated
Trust Office ") of Wells Fargo Bank, National Association, as registrar (the 'Registrar "), the principal
amount identified above, in any coin or currency of the United States of America which on the date
of payment of such principal is legal tender for the payment of debts due the United States of
America, and to pay solely from such Pledged Revenues, interest thereon at the rate shown above,
calculated on the basis of a 360 -day year of twelve 30 -day months, from the later of the Issuance
Date of the Bonds specified above, or the most recent interest payment date to which interest has
been paid or duly provided for Interest on this Bond is payable by check on each July I and January
1 beginning on July 1 2005 mailed to the Registered Owner as shown on the books of registration
kept by the Registrar as of the last Business Day of the month next preceding each interest payment
date (the 'Record Date'), or by such other method, acceptable to the Registrar requested by and at
the risk and expense of the Registered Owner If interest on this Bond is not paid on any interest
payment date specified above, and continues unpaid for thirty (3 0) days thereafter the Registrar shall
establish a new Record Date for the payment of such interest (a Special Record Date') Such
Special Record Date shall be established in accordance with the terms of the hereinafter defined
Resolution.
The foregoing notwithstanding, should a 'Determination of Taxability" (as defined in the
Indenture) occur the interest rate on the Bonds shall increase to 7 00% per annum, commencing on
the effective date of the Determination of Taxability
THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS dated as of
, 2004 aggregating $ , issued for the purpose of (1) paying Project
Costs and (2) paying Costs of Issuance, all under and pursuant to the authority of the Act and all
other applicable laws, and a resolution adopted by the Issuer on , 2004 (the
'Resolution ") All defined terms not herein defined shall have the meaning attributed thereto in
accordance with the terms of the Resolution.
THIS BOND AND THE SERIES OF WHICH IT IS A PART are limited obligations of the
Issuer that are payable from, and are equally and ratably secured by a first hen on the 'Pledged
Revenues" as defined and provided in the Indenture, which Pledged Revenues are required to be set
aside and pledged to the payment of the Bonds and all additional bonds and parity contractual
obligations issued or entered into on a parity therewith, in the Debt Service Fund maintained for the
payment of all such Bonds, all as more fully described and provided for in the Indenture. This Bond
and the series of which it is a part, together with the interest thereon, are payable solely from such
Pledged Revenues.
THE BONDS may be redeemed only in principal amounts of $10 000 or any integral multiple
of $5 000 in excess thereof, at the option of the Issuer on July 1 2007 or on any date thereafter at
the redemption price of par plus accrued interest to the date fixed for redemption. If less than all of
the Bonds are to be redeemed by the Issuer the Issuer shall detem-nne the maturity or maturities and
the amounts therewith to be redeemed and shall direct the Registrar to call by lot Bonds, or portions
thereof, within such maturity or maturities and in such principal amounts, for redemption, provided,
that during any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing
the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such
interest rate shall be selected in accordance with the arrangements between the Issuer and the
securities depository and provided, further that no Bonds shall be redeemed in a manner where the
Registered Owner thereof shall own Bonds in a denomination of less than $100 000
THE BONDS are also subject to special mandatory redemption in part by lot, in principal
amounts of $10 000 or any integral multiple of $5 000 in excess thereof (except as described below)
on July 1 in each year commencing July 1 2006 (a 'Principal Installment Payment Date') at a
redemption price of par plus accrued interest to the date fined for redemption, in the event and to the
extent that there is on deposit in the Debt Service Fund on June 15 of each year immediately
preceding a Principal Installment Payment Date, commencing July 1 2006 amounts received by the
Issuer representing Tax Increments in excess of amounts necessary to pay interest due and owing on
the outstanding principal balance of the Bonds on such Principal Installment Payment Date. Interest
on the Bonds due on any Principal Installment Payment .Date shall be paid in full prior to effecting
the redemption hereinabove described. The foregoing notwithstanding, the nummum principal amount
of Bonds that shall be redeemed on a Principal Installment Payment Date shall be the lesser of the
outstanding principal balance of the Bonds or $10 000 and the maximum principal amount of Bonds
that shall be redeemed on a Principal Installment Payment Date shall be the outstanding principal
balance of the Bonds.
THE BONDS to be redeemed in any year by special mandatory redemption shall be selected
by lot from the Bonds then subject to redemption; provided, that if any Bond is selected for
redemption in part it shall not be redeemed in an amount that would, upon exchange, result in a Bond
in a denomination less than $100 000
UNLESS WAIVED BY THE OWNER, NOTICE OF ANY REDEMPTION shall be given
at least ten (10) days prior to the date fixed for redemption by United States inail, first class postage
prepaid, addressed to the Registered Owners of each Bond to be redeemed in whole or in part at the
address shown on the books of registration kept by the Registrar When Bonds or portions thereof
have been called for redemption, and due provision has been made to redeem the same, the principal
amounts so redeemed shall be payable solely from the funds provided for redemption, and interest
which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed
for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the Designated
Trust Office of the Registrar duly endorsed for transfer or accompamed by an assignment duly
executed by the Registered Owner or his authorized representative, subject to the terms, conditions
and restrictions of the Resolution.
THIS BOND IS EXCHANGEABLE at the Designated Trust Office of the Registrar for
Bonds in principal amounts only in Authorized Denominations, subject to the terms and conditions
of the Resolution.
NEITHER THE ISSUER NOR THE REGISTRAR shall be required to transfer or exchange
any Bond during the period beginning on the fifteenth calendar day of the month next preceding any
interest payment date and ending on the next succeeding interest payment date or to transfer any
Bond called for redemption during the 30 day period prior to the redemption date.
DURING ANY PERIOD in which ownership ofthe Bonds is determined only by a book entry
at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and
bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing
such interest rate shall be selected in accordance with the arrangements between the Issuer and the
securities depository. • provided, however that no Bonds shall be redeemed in a manner where the
beneficial owner thereof shall own Bonds in any Authorized Denomination.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Resolution unless this Bond is either (i) registered by the Comptroller of Public Accounts
of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the
Registrar by due execution of the authentication certificate endorsed hereon.
THE ISSUER HAS RESERVED THE RIGHT to issue additional parity Tax Increment
Contract Revenue Bonds, subject to the restrictions contained in the Resolution, which may be
equally and ratably payable from, and secured by a first lien on and pledge of, the Pledged Revenues
in the same manner and to the same extent as this Bond and the series of which it is a part
THE BONDS ARE A LIMITED OBLIGATION OF THE CORPORATION PAYABLE
SOLELY OUT OF THE TRUST ESTATE, WHICH IS THE SOLE ASSET OF THE
CORPORATION PLEDGED THEREFOR. THE BONDS ARE OBLIGATIONS SOLELY OF
THE CORPORATION AND DO NOT CONSTITUTE WITHIN THE MEANING OF ANY
STATUTORY OR CONSTITUTIONAL PROVISION ANINDEBTEDNESS ANOBLIGATION
OR A LOAN OF CREDIT OF THE CITY OF FORT WORTH, TEXAS THE STATE OF TEXAS
TARRANT COUNTY TEXAS TARRANT COUNTY COLLEGE DISTRICT TARRANT
COUNTY HOSPITAL DISTRICT TARRANT REGIONAL WATER DISTRICT
REINVESTMENT ZONE NUMBER TEN CITY OF FORT WORTH, TEXAS OR ANY OTHER
MUNICIPALITY COUNTY OR OTHER MUNICIPAL OR POLITICAL CORPORATION OR
SUBDIVISION OF THE STATE OF TEXAS NEITHER THE CITY OF FORT WORTH,
TEXAS, TARRANT COUNTY TEXAS TARRANT COUNTY COLLEGE DISTRICT
TARRANT COUNTY HOSPITAL DISTRICT TARRANT REGIONAL WATER DISTRICT NOR
REINVESTMENT ZONE NUMBER TEN CITY OF FORT WORTH, TEXAS ARE OBLIGATED
TO MAKE PAYMENTS ON THE BONDS
SHOULD EACH PARTICIPANT TIMELY CONTRIBUTE ITS TAX INCREMENT TO
THE TAX INCREMENT FUND AND THE CITY TRANSFERS ALL OF THE TAX
INCREMENTS FROM THE TAX INCREMENT FUND TO THE ISSUER IN ACCORDANCE
WITH THE TERMS OF THE TRI PARTY AGREEMENT AND SUCH TAX INCREMENTS SO
TRANSFERRED ARE NOT SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OF OR
INTEREST ON THE BONDS ON THE DATE WHEN SUCH PRINCIPAL OR INTEREST
BECOMES DUE AND PAYABLE, AN EVENT OF DEFAULT SHALL NOT BE DEEMED TO
HAVE OCCURRED UNDER THE TERMS OF THE INDENTURE.
IT IS HEREBY DECLARED AND REPRESENTED that this Bond has been duly and
validly issued and delivered, that all acts, conditions, and things required or proper to be performed,
exist, and be done precedent to or in the issuance and delivery of this Bond have been performed,
existed, and been done in accordance with law• that the Bonds do not exceed any statutory limitation;
and that provision has been made for the payment of the principal of and interest on this Bond and
all of the Bonds by the creation of the aforesaid hen on and pledge of the Pledged Revenues.
IN WITNESS WHEREOF the Issuer has caused this Bond to be executed by the manual or
facsimile signatures of the President and the Secretary
LONE STAR LOCAL GOVERNMENT CORPORATION
President, Board of Directors
Secretary Board of Directors
(SEAL)
FORM OF REGISTRATION CERTIFICATE ON INITIAL BOND
COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO
I hereby certify that this Bond has been examined, certified as to validity and approved by
the Attorney General ofthe State of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
FORM OF REGISTRAR'S AUTHENTICATION CERTIFICATE
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered pursuant to the Bond Resolution
described in the text of tlus Bond, and that this Bond is one of a series of Bonds approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the
State of Texas.
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Registrar
LOSM
Authorized Signature
Date of Authentication.
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
(Please print or type name, address, and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within Bond and all rights thereunder and hereby irrevocably constitutes and appoints
attorney to transfer said Bond on the books kept for registration thereof, with full power of
substitution in the premises
DATED-
Signature Guaranteed.
NOTICE. Signature must be
guaranteed by an institution which
is a participant in the Securities
Transfer Agent Medallion Program
( "STAMP ") or similar program.
Registered Owner
NOTICE The signature above must correspond
to the name of the Registered Owner as shown
on the face of this Bond in every particular
without any alteration, enlargement or change
whatsoever
SCHEDULEI
[To Come]
`moT_
Exhibit B
to
Resolution
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 9 1 of this Resolution.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Corporation to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under the
headings of the Limited Offering Memorandum referred to) below
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 2 above
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION Approved As Amended on 9/21/2004 Ordinance No. 16131 Revised M &C
and Ordinance
DATE Tuesday September 21 2004
LOG NAME. 17TIF10PLANS REFERENCE NO G -14507
SUBJECT
Adoption of Ordinance Approving the Project Plan and Financing Plan for Tax Increment
Reinvestment Zone Number Ten City of Fort Worth Texas (Lone Star TIF)
RECOMMENDATION
It is recommended that the City Council adopt the attached ordinance approving the Project Plan and
Financing Plan for Tax Increment Reinvestment Zone Number Ten, City of Fort Worth, Texas (Lone Star
TIF)
DISCUSSION
The Lone Star TIF was created on June 15 2004 (M &C G -14382 and Ordinance 16002) State law (Texas
Tax Code Section 311 011) requires that the Board of Directors of the TIF prepare and adopt a project plan
and a reinvestment zone financing plan and submit the plans to the City Council. Therefore at its meeting
on July 29 2004 the Board of Directors adopted the Project and Financing Plans, attached to the proposed
Ordinance (the Plans) and recommended approval of the Plans by the City Council
In addition to making the requisite statutory findings and approving the Plans, adoption of the attached
ordinance will allow the Board to enter into agreements that are necessary or convenient for the
implementation of the Project Plan pursuant to Texas Tax Code Section 311 010(a)
The Lone Star TIF 10 is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION /CERTIFICATION
The Finance Director certifies that this action has no material effect on City funds
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)
Additional Information Contact: Ardina Washington (8003)
Peter Vaky (760 1)
T .nammP 17TTF1(1PT AATC Dn". 1 ..f 1