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Agenda Packet TC 05/05/2014Town Council Trophy Club Entities Meeting Agenda 100 Municipal Drive Trophy Club, Texas 76262 Svore Municipal Building Boardroom7:30 PMMonday, May 5, 2014 CALL TO ORDER AND ANNOUNCE A QUORUM WORKSHOP SESSION 1.2014-1114-T Discussion of agenda items posted for consideration on the Regular Session Council Agenda for May 5, 2014. 2.2014-1115-T Discussion of agenda items posted for consideration on the Regular Session Council Agenda for May 19, 2014. DRAFT 5-19-2014 Agenda.pdfAttachments: INVOCATION PLEDGES Pledge of allegiance to the American Flag. Pledge of allegiance to the Texas Flag. EXECUTIVE SESSION 3.2014-1135-T Pursuant to Texas Government Code, Annotated, Subchapter 551, Section 551.071(2) “Consultation with Attorney” the Town Council will enter into executive session for consultation with its attorney on a matter in which the duty of the attorney to the Governmental Body under the Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflict with the Open Meetings Act. (1) Legal Advice relative to platting authority and the pending Canterbury Hills Phase 3 Plat application The Town may admit to the closed meeting various agents and representatives retained by the Town of Trophy Club as experts. Those agents and representatives will provide information necessary for the Town Council to have full and unrestrained communication with its attorneys. The presence of such agents and representatives is necessary for full communication between the Town and its attorneys, as allowed by Texas Attorney General Opinions, including without limitation, Opinion No. JM-238. RECONVENE INTO REGULAR SESSION 4.2014-1136-T Consider and take appropriate action regarding the Executive Session. Town Council Page 1 of 355 Meeting Date: Monday, May 5, 2014 May 5, 2014Town Council Meeting Agenda CITIZEN PRESENTATIONS This is an opportunity for citizens to address the Council on any matter whether or not it is posted on the agenda. The Council is not permitted to take action on or discuss any presentations made to the Council at this time concerning an item not listed on the agenda. The Council will hear presentations on specific agenda items prior to the Council addressing those items. You may speak up to four (4) minutes or the time limit determined by the Mayor or presiding officer. To speak during this item you must complete the Speaker's form that includes the topic(s) of your statement. Topics of presentation should be limited to matters over which the Council has authority. CONSENT AGENDA All matters listed as Consent Agenda are considered to be routine by the Town Council and will be enacted by one motion. There will not be a separate discussion of these items. If discussion is desired, that item will be removed from the consent agenda and will be considered separately. 5.2014-1116-T Consider and take appropriate action regarding the Minutes dated April 21, 2014. TC Minutes April 21, 2014.pdfAttachments: 6.2014-1117-T Consider and take appropriate action regarding a Proclamation proclaiming May 2014 as Motorcycle Safety and Awareness Month. PRO 2014-05 Motorcycle Safety Awareness Month.pdfAttachments: 7.2014-1118-T Consider and take appropriate action regarding a Proclamation declaring May 11 - 17, 2014 as National Police Week in Trophy Club in conjunction with Nation Police Week and May 15, 2014 as National Peace Officers Memorial Day in Trophy Club. PRO 2014-04 National Police Week.pdfAttachments: 8.2014-1119-T Consider and take appropriate action regarding a Proclamation declaring May 18 - 24, 2014 as Emergency Medical Services (EMS) Week. PRO 2014-06 Emergency Medical Services Week.pdfAttachments: 9.2014-1120-T Consider and take appropriate action regarding a Proclamation declaring May 18 - 24, 2014 as Public Works Week. PRO 2014-07 National Public Works Week.pdfAttachments: REGULAR SESSION 10.2014-1047-T Recognition of the 2013 Citizen of the Year Nominees and announce the recipients; discussion of the same. 11.2014-1127-T Consider and take appropriate action regarding Council's formal acceptance of the Strategic Plan developed and adopted by EDC 4B. Staff Report - EDC-4B Strategic Plan Acceptance.pdf Economic Development Corporation 4B Strategic Plan.pdf Attachments: Town Council Page 2 of 355 Meeting Date: Monday, May 5, 2014 May 5, 2014Town Council Meeting Agenda 12.2014-1125-T Consider and take appropriate action regarding the Mid-Year Financial Report for Fiscal Year 2014. Staff Report FY 14 Mid-Year Report.pdf Mid-Year Financial Report FY 2014.pdf Attachments: 13.2014-1046-T Consider and take appropriate action regarding an Ordinance of the Town Council approving a Project and Financing Plan for Reinvestment Zone No. 2, Town of Trophy Club, Texas; making findings relative to the Project and Financing Plan; and providing an effective date. Staff Report - TIRZ #2 Project and Financing Plan Ordinance.pdf TIRZ #2 Project and Financing Plan.pdf RZ2-2014-01.pdf ORD 2014-11 TIRZ#2 FINAL Project and Financing Plan.pdf Attachments: 14.2014-1066-T Consider and take appropriate action regarding a Final Plat for Canterbury Hills, Phase 3 (20.716 acres) located out of the M. Medlin Survey, Abstract No. 832 in the Town of Trophy Club, Denton County, Texas; Owner/Developer BDMR Development, LLC. 1 Staff Report - TC 050514 - CH Ph 3.pdf 2 Application.pdf 3 Town Engineer Approval - CH, Ph 3.pdf 4 Mr. West Letter - March 25 2014.pdf 5 Diagram of Lots Purchased by MUD.pdf 6 Town Attorney Response to MUD Attorney.pdf 7 Mr. West Letter - April 17 2014.pdf 8 Transcript of P&Z Discussion - April 17, 2014.pdf 9 Planning Consultant Opinion - Projection of streets.pdf Attachments: 15.2014-1123-T Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with Lone Star Investment Pool; and providing an effective date. Staff Report - Lone Star Investment Pool.pdf RES 2014-16 Lone Star Investment Pool Resolution.pdf Exhibit A - Lone Star Investment Pool Enrollment Book.pdf Lone Star Investment Pool Investment Agreement.pdf Lone Star Investment Policy.pdf Attachments: 16.2014-1124-T Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with TexSTAR Investment Pool; and providing an effective date. Staff Report - TexSTAR Investment Pool.pdf RES 2014-15 TexSTAR Investment Pool.pdf Exhibit A - TexSTAR Enrollment Packet 2014.pdf TexSTAR Investment Policy.pdf Attachments: Town Council Page 3 of 355 Meeting Date: Monday, May 5, 2014 May 5, 2014Town Council Meeting Agenda 17.2014-1134-T Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with LOGIC Investment Pool; and providing an effective date. Staff Report - LOGIC Investment Pool.pdf RES 2014-14 LOGIC Investment Pool.pdf Exhibit A - LOGIC Enrollment Packet 2014.pdf LOGIC Participation Agreement.pdf LOGIC Investment Policy.pdf Attachments: 18.2014-1045-T Consider and take appropriate action regarding updates to the Town Procurement Policies and Procedures and to the Town Travel and Training Policy. Staff Report - Procurement Policies and Procedures and Travel and Training Policy.pdf Town of Trophy Club Procurement Policies and Procedures.pdf Town of Trophy Club Travel and Training Policy.pdf Attachments: 19.2014-1141-T First reading of a Resolution authorizing an economic development project with Old Town Development and the Trophy Club Economic Development Corporation 4B in accordance with a proposed term sheet; designating terms of the project and providing an effective date. Staff Report - EDC 4B Project with Old Town Development.pdf RES 2014-17 - EDC Project with OTD.pdf Attachments: 20.2014-1140-T Consider and take appropriate action to alter the site of the Dino Playground slightly to the east of the approved site at Freedom Park. Staff Report - Dino Playground.pdf Dino Park alternate location “D” at Freedom Park.pdf Dino Park alternate location “A” At Freedom Park.pdf Attachments: 21.2014-1129-T Town Council Liaison Updates; discussion of same. 22.2014-1130-T Town Manager Slye's update regarding the following; discussion of same. * Election Update * Budget Calendar * Fresh Meadow and Skyline Construction Project Updates * Community Clean-Up Event, May 17th * TML IEBP Conference, April 23rd - 25th * 'The Fugitive' Update 23.2014-1131-T Mayor and Council Updates regarding training opportunities, educational sessions, and regional meetings; discussion of same. * Parliamentary Procedure Webinar, April 30th * National Day of Prayer, May 1st * Women in Business Networking Luncheon, May 2nd 24.2014-1132-T Items for Future Agendas. Town Council Future Agenda Items UPDATED 4-21-2014.pdfAttachments: Town Council Page 4 of 355 Meeting Date: Monday, May 5, 2014 May 5, 2014Town Council Meeting Agenda ADJOURN * The Town Council may convene into executive session to discuss posted items as allowed by the Texas Open Meeting Act, LGC.551.071 CERTIFICATION I certify that the above notice was posted on the front window of the Svore Municipal Building, 100 Municipal Drive, Trophy Club, Texas, on May 2, 2014 by 5:00 P.M. in accordance with Chapter 551, Texas Government Code. Tammy Ard Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682-831-4600, 48 hours in advance, and reasonable accommodations will be made to assist you. I certify that the attached notice and agenda of items to be considered by this Board was removed by me from the front window of the Svore Municipal Building, 100 Municipal Drive, Trophy Club, Texas, on the __________ day of May, 2014. ________________________________, Title: ___________________________ Town Council Page 5 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1114-T Name: Status:Type:Agenda Item Workshop File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Discussion of agenda items posted for consideration on the Regular Session Council Agenda for May 5, 2014. Attachments: Action ByDate Action ResultVer. Discussion of agenda items posted for consideration on the Regular Session Council Agenda for May 5, 2014. Town Council Page 6 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1115-T Name: Status:Type:Agenda Item Workshop File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Discussion of agenda items posted for consideration on the Regular Session Council Agenda for May 19, 2014. Attachments:DRAFT 5-19-2014 Agenda.pdf Action ByDate Action ResultVer. Discussion of agenda items posted for consideration on the Regular Session Council Agenda for May 19, 2014. Town Council Page 7 of 355 Meeting Date: Monday, May 5, 2014 Meeting Date 5/19/2014 File ID Dept Discussion of agenda items posted for consideration on the Regular Session Council Agenda forMay 19, 2014.Town Sec Discussion of agenda items posted for consideration on the Regular Session Council Agenda for June 2, 2014.Town Sec Consider and take appropriate action regarding the Minutes dated May 5, 2014.Town Sec Business Spot Program - DATCU 2014-1121-T PIO Appointment of P&Z Commisioner to fill vacancy created by Garrett Reed who was unopposed for election to Council. Resolution Denying Rate Increase under Atmos Second Annual RRM Rate Increase Under the Renewed RRM Tariff EDC 4B Resolution 2014-1074-T Town Attorney Consider and take appropriate action regarding an Ordinance to Canvass the May 10, 2014 General and Special Election for the purpose of electing (1) Mayor for a three (3) year term and two (2) Council members for place #1 and place #2 to the Town Council for a three (3) year term each, to elect one (1) Council Member for place #3 for a one (1) year term in order to fill the remainder of an unexpired term of office of place #3 created by a vacancy (term expiring May, 2015)Town Sec Statement of Office and Oath of Office Town Sec Oath of Office to be administed by Municipal Court Judge, xx, and presentation of Certificates of election from Judge xx to incoming Council Member Town Sec Remarks to and from outgoing Council Members.2014-1128-T Town Sec Remarks to and from incoming Council Members. Consider and act upon electing a Council Member as Mayor Pro Tem.Town AttConsider and take appropriate action regarding a Resolution authorizing continued participation with the Steering Committee of Cities served by Oncor and authorizing the payment of $0.11 per capita to the Steering Committee to fund regulatory and related activities related to Oncor Electric Delivery Company, LLC.; and providing an effective date. Consider and take appropriate action to amend the GSBS contract to allow for increase scope of project to design a joint facility. 2014-1100-T Discuss future Town Council Meeting Dates thru July 2014 Consider and take appropriate action regarding financial and variance report dated April 2014.Finanance Town Council Liaison Updates; discussion of same: Town Sec Town Manager Slye's update regarding the following; discussion of same.Town Mgr Mayor and Council Updates regarding training opportunities, educational sessions, and regional meetings; discussion of same.Town Sec Items for Future Agendas. Consider and take appropriate action regarding the Executive Session.Town Sec Workshop Consent Regular Session Executive Session MEETING NEEDS TO START AT 7:30 (EARLY VOTING 7a.m.- 7p.m.) Town Council Page 8 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1135-T Name: Status:Type:Agenda Item Executive Session File created:In control:4/29/2014 Town Council On agenda:Final action:5/5/2014 Title:Pursuant to Texas Government Code, Annotated, Subchapter 551, Section 551.071(2) “Consultation with Attorney” the Town Council will enter into executive session for consultation with its attorney on a matter in which the duty of the attorney to the Governmental Body under the Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflict with the Open Meetings Act. (1) Legal Advice relative to platting authority and the pending Canterbury Hills Phase 3 Plat application The Town may admit to the closed meeting various agents and representatives retained by the Town of Trophy Club as experts. Those agents and representatives will provide information necessary for the Town Council to have full and unrestrained communication with its attorneys. The presence of such agents and representatives is necessary for full communication between the Town and its attorneys, as allowed by Texas Attorney General Opinions, including without limitation, Opinion No. JM-238. Attachments: Action ByDate Action ResultVer. Pursuant to Texas Government Code, Annotated, Subchapter 551, Section 551.071(2)“Consultation with Attorney” the Town Council will enter into executive session for consultation with its attorney on a matter in which the duty of the attorney to the GovernmentalBody under the Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflict with the Open Meetings Act. (1) Legal Advice relative to platting authority and the pending Canterbury Hills Phase 3 Plat application The Town may admit to the closed meeting various agents and representatives retained by the Town of Trophy Club as experts. Those agents and representatives will provide information necessary for the Town Council to have full and unrestrained communication with its attorneys. The presence of such agents and representatives is necessary for full communication between the Town and its attorneys, as allowed by Texas Attorney General Opinions, including without limitation, Opinion No. JM-238. Town Council Page 9 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1136-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/29/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding the Executive Session. Attachments: Action ByDate Action ResultVer. Consider and take appropriate action regarding the Executive Session. Town Council Page 10 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1116-T Name: Status:Type:Agenda Item Consent Agenda File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding the Minutes dated April 21, 2014. Attachments:TC Minutes April 21, 2014.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding the Minutes dated April 21, 2014. Town Council Page 11 of 355 Meeting Date: Monday, May 5, 2014 MINUTES FROM REGULAR SESSION TOWN COUNCIL MEETING FOR THE TOWN OF TROPHY CLUB LOCATION: 100 MUNICIPAL DRIVE, TROPHY CLUB, TEXAS Monday, April 21, 2014 at 5:00 P.M. Svore Municipal Building Boardroom The Town Council of the Town of Trophy Club, Texas, met in a Regular Session on Monday, April 21, 2014. The meeting was held within the boundaries of the Town and was open to the public. STATE OF TEXAS § COUNTY OF DENTON § TOWN COUNCIL MEMBERS PRESENT: Connie White Mayor Jeannette Tiffany Mayor Pro Tem, Place 2 Philip Shoffner Council Member, Place 6 Greg Lamont Council Member, Place 5 Danny Mayer Council Member, Place 4 Bill Rose Council Member, Place 1 STAFF AND GUEST(S) PRESENT: Mike Slye Town Manager Stephen Seidel Assistant Town Manager Tammy Ard Town Secretary Patricia Adams Town Attorney Scott Kniffen Police Chief Steven Glickman Finance Director Adam Adams Parks & Recreation Director Carolyn Huggins Community Development Director left 5:18 pm Mayor White announced the date of Monday, April 21, 2014 called the Town Council to order and announced a quorum at 5:00 p.m. WORKSHOP SESSION 1. Discussion of agenda items posted for consideration on the Regular Session Council Agenda for April 21, 2014. 2. Discussion of agenda items posted for consideration on the Regular Session Council Agenda for May 5, 2014. 3. Discuss and receive Council input regarding the Sports Association Subcommittee report relative to the use of sports facilities within the Town and contract terms with the youth soccer, football, and baseball associations. The following were present to answer any questions Town Council had regarding the subcommittee report and TCR Youth Association Contract: David Abdulky, Vice Chair Parks & Recreation Board Chuck Hall, President TCR Youth Baseball Association Matt Tibbitts, President TCR Soccer Association Council discussed the subcommittee report with the TCR Youth Sports representatives and Adam Adams, Parks & Recreation Director. Mayor Pro Tem Tiffany and Mayor White wanted to note - This contract is subject to the light Town Council Page 12 of 355 Meeting Date: Monday, May 5, 2014 rule. In addition, the suggestion was made to grandfather provisions for those children currently playing under this contract. CONVENE INTO REGULAR SESSION - START TIME – 6:15 P.M. The Invocation was offered by Adam Adams. The Pledges were led by Council Member Rose. EXECUTIVE SESSION 4. Pursuant to the following designated sections of the Texas Government Code, Annotated, Pursuant to the following designated sections of the Texas Government Code, Annotated, Chapter 551, (the Texas Open Meetings Act) the Council will convene into closed executive session to discuss the following: A. To deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer or employee; (1) Town Manager, Mike Slye (2) Town Attorney, Patricia Adams (3) Town Secretary, Tammy Ard CONVENE INTO EXECUTIVE SESSION - START TIME – 6:15 P.M. RECONVENE INTO REGULAR SESSION - START TIME – 7:06 P.M. RECONVENE INTO REGULAR SESSION 5. Consider and take appropriate action regarding the Executive Session. No action taken at this time. CITIZEN PRESENTATIONS This is an opportunity for citizens to address the Council on any matter whether or not it is posted on the agenda. The Council is not permitted to take action on or discuss any presentations made to the Council at this time concerning an item not listed on the agenda. The Council will hear presentations on specific agenda items prior to the Council addressing those items. You may speak up to four (4) minutes or the time limit determined by the Mayor or presiding officer. To speak during this item you must complete the Speaker's form that includes the topic(s) of your statement. Topics of presentation should be limited to matters over which the Council has authority. Matt Schirle, Children’s Advocacy Center Board Member addressed Council letting them know that April is Child Abuse Awareness Month, and provided an update on the Children’s Advocacy Center and services to they provide residents. Jim Carter, 1005 Roadrunner, Bartonville – Drainage here to represent Jean Carter whom resides at 204 Fresh Meadow, and has concerns about a drainage issue Denise Gant, 226 Fresh Meadow Drive – Addressed the Council regarding the Fresh Meadow Storm Drain Project. She wants to ensure property restoration will encompass entire property in relation to Fresh Meadow Storm Drain Project Patricia Jayne “Pat” Keefer, 216 Fresh Meadow Drive – stagnant water concern Town Council Page 13 of 355 Meeting Date: Monday, May 5, 2014 Greg Roemer, 2010 California Crossing, Dallas – Trash Pickup Contract Ramona Deaton, 218 Fresh Meadow Drive – Fresh Meadow Drainage Project (standing water) – requested to speak after the citizen presentation portion of the meeting concluded. CONSENT AGENDA All matters listed as Consent Agenda are considered to be routine by the Town Council and will be enacted by one motion. There will not be a separate discussion of these items. If discussion is desired, that item will be removed from the consent agenda and will be considered separately. 6. Consider and take appropriate action regarding the Minutes dated January 24, 2014 and January 25, 2014. 7. Consider and take appropriate action regarding the Minutes dated April 7, 2014. 8. Consider and take appropriate action regarding the Minutes dated April 15, 2014. 9. Consider and take appropriate action to approve a change to the signage for Dr. Crumpton's medical office building, 301 Trophy Branch Drive, Lot 2R-1, Block B, Trophy Wood Business Center. Applicant: Curt Horak, Priority Signs and Graphics on behalf of David L. Crumpton. 10. Consider and take appropriate action regarding a Resolution providing written consent of the Town to the annexation of a 2.532 acre tract of land located at Parkview Drive and Bobcat Blvd. at the request of the property owners, Trophy Club Village Centre, LLC seeking annexation of the property into boundaries of the Trophy Club Municipal Utility District No. 1; seeking fire protection services and in-district water and wastewater services; and providing an effective date. 11 Consider and take appropriate action regarding an agreement between the Town and Tarrant County for Tarrant County’s participation in Reinvestment Zone No. 1, Town of Trophy Club; and providing an effective date. Motion made by Council Member Rose, seconded by Council Member Mayer, to approve the Consent Agenda. Motion passed unanimously. PUBLIC HEARING 12. Conduct a Public Hearing to consider the advisability of the creation of Reinvestment Zone Number Two, Town of Trophy Club, Texas, for tax increment financing purposes, the proposed zone being located within the boundaries of the Town on approximately 45 acres and located in the south central portion of the Town of Trophy Club near the intersection of State Highway 114 and Trophy Club Drive and other matters related to the proposed Zone. 13. Conduct a Public Hearing to consider the advisability of the Drought Contingency Plan. CONVENE INTO PUBLIC HEARING - START TIME – 7:30 P.M. David Pettit, with David Pettit Economic Development, LLC provided an overview of TIRZ #2 preliminary project and financing plan (attached) and answered questions. TIRZ #2 is approximately 45 acres located at SH114 at Trophy Club Drive and includes several property parcels which include the large 26 acre parcel (PD-30), approximately 1.5 acres located between 7-11 and First Financial Bank (PD-13), 300 Trophy Club Drive (office building), municipal facilities property, and portions of Indian Creek, Trophy Club Drive, and Municipal Drive. The Town Council Page 14 of 355 Meeting Date: Monday, May 5, 2014 majority of the property contained within the proposed TIRZ is undeveloped land. The estimated appraised value (based on uses) would be approximately $150 million and the anticipated new tax revenue generated during the life of the TIRZ (32 years) would be more than $190 million. Town Manager Slye provided an overview of the Drought Contingency Plan requiring the Town to adhere to the compliant with all of the contractual requirements. The plan includes permanent water restrictions for twice a week watering - odd addresses (Tuesday and Sunday) and even addresses (Wednesday and Saturday). PUBLIC HEARING - END TIME – 7:50 P.M. REGULAR SESSION 14. Consider and take appropriate action regarding a Proclamation declaring Thursday, May 1st as Day of Prayer in Trophy Club. Mayor Pro Tem Tiffany read the Proclamation declaring Thursday, May 1st as Day of Prayer in Trophy Club. Motion made by Council Member Mayer, seconded by Council Member Rose, to approve Proclamation 2014-02 Proclaiming Thursday, May 1st as Day of Prayer in Trophy Club. Motion passed unanimously. 15. Consider and take appropriate action regarding a Proclamation declaring Saturday, April 26, 2014 as Arbor Day. Mayor Pro Tem Tiffany read the Proclamation declaring Saturday, April 26, 2014 as Arbor Day. Motion made by Council Member Mayer, seconded by Council Member Shoffner, to approve Proclamation 2014- 03 declaring Saturday, April 26, 2014 as Arbor Day. Motion passed unanimously. 16. Annual Award Presentation to the Police Department; and discussion of the same. The following Police Department Awards were given: Recipient Award Kelly Akins (not in attendance) Telecommunications Operator Janet Grunt (not in attendance) Telecommunications Operator Officer Robert Mastropiero (not in attendance) School Resource Officer Officer Adam Watkins Bike Officer Officer Chris Hankins Bike Officer Officer Roseanne Sears (not in attendance) Bike Officer Officer Tracy Shields (not in attendance) Basic Peace Officer Officer Tammie Stubblefield Basic Peace Officer Officer Bryan Glueck Basic Peace Officer Officer Jeff Rocha Advanced Peace Officer Officer Edward Beetler (not in attendance) Advanced Peace Officer Sergeant James Norcross Master Peace Officer Officer Barry Sullivan Certificate of Merit Town Council Page 15 of 355 Meeting Date: Monday, May 5, 2014 17. Receive the Mayor's State of the Town Address; discussion of same. State of the Town speech attached. 18. Consider and take appropriate action regarding an Ordinance of the Town designating a certain contiguous geographic area in the Town, approximately 45 acres located in the south central portion of the Town of Trophy Club near the intersection of State Highway 114 and Trophy Club Drive, as “Reinvestment Zone Number Two, Town of Trophy Club, Texas”; creating a Board of Directors for the Zone; providing effective and termination dates for the Zone; establishing a Tax Increment Fund for the Zone; containing other matters related to the Zone; and providing an effective date. Motion made by Mayor Pro Tem Tiffany, seconded by Council Member Rose, to approve Ordinance 2014-09 designating a certain contiguous geographic area in the Town, approximately 45 acres located in the south central portion of the Town of Trophy Club near the intersection of State Highway 114 and Trophy Club Drive, as “Reinvestment Zone Number Two, Town of Trophy Club, Texas”; creating a Board of Directors for the Zone; providing effective and termination dates for the Zone; establishing a Tax Increment Fund for the Zone; containing other matters related to the Zone; and providing an effective date. Motion carried 4-2-0 with Council Member Mayer, Council Member Rose, Mayor Pro Tem Tiffany, and Mayor White, voting for and Council Member Lamont and Council Member Shoffner voting against. 19. Consider and take appropriate action regarding a Resolution appointing citizens to serve on the Board of Directors for the newly created Reinvestment Zone Number Two, Town of Trophy Club, Texas; appointing a member of the Board of Directors of the Reinvestment Zone Number Two to serve as a chairperson for the board and designating staggered terms of service; providing for the appointment of a Chairperson; and providing an effective date. Motion made by Council Member Rose, seconded by Mayor Pro Tem Tiffany, to approve Resolution 2014-08. Motion carried 5-1-0 with Council Member Mayer, Council Member Rose, Council Member Shoffner, Mayor Pro Tem Tiffany and Mayor White, voting for and Council Member Lamont, voting against. 20. Consider and take appropriate action regarding the award of the bid for the Indian Creek Drive Project and authorizing the Mayor or her designee to execute all necessary documents. On April 15, 2014, five (5) sealed bids were opened and the lowest qualified bid was submitted by the Fain Group Inc. This project will take approximately one (1) year to complete. Once the bid is awarded and a pre-construction meeting is held, neighborhood meetings will be held for the affected residents as well as posted on the Town website. Motion made by Council Member Rose, seconded by Mayor Pro Tem Tiffany, to award the bid for the Indian Creek Project to the Fain Group not to exceed $1,545,854.80. Motion passed unanimously. 21. Consider and take appropriate action regarding a resolution of the Town Council repealing Resolution No. 2012-28 adopting an investment policy and approving a new resolution adopting an investment policy for funds for the Town of Trophy Club; and providing an effective date. Steven Glickman, Finance Director provided an overview of the investment policy and noted the only section of the investment policy that was removed is the following paragraph regarding competitive bids: Town Council Page 16 of 355 Meeting Date: Monday, May 5, 2014 Competitive Bids It is the policy of the Town of Trophy Club to require competitive bidding for all individual security purchases and sales except for: a) transactions with money market mutual funds and local government investment pools and b) treasury and agency securities purchased at issue through an approved broker/dealer or financial institution. The Investment Officer shall develop and maintain procedures for ensuring a competition in the investment of the Town of Trophy Club’s funds. Motion made by Council Member Mayer, seconded by Council Member Rose, to approve Resolution 2014-11 adopting an investment policy. Motion passed unanimously. 22. Consider and take appropriate action regarding the Second Quarter Investment Report for Fiscal Year 2014. Steven Glickman, Finance Director discussed the second quarter investment report and mention the Town is looking to diversify our investment pool. Anticipate bringing back two investment resolutions to the next council meeting. Motion made by Council Member Mayer, seconded by Mayor Pro Tem Tiffany, to accept the Second Quarter Investment Report for Fiscal Year 2014. Motion passed unanimously. 23. Consider and take appropriate action regarding a Resolution repealing that portion of Section 2 of Resolution No. 2013-22 ("The Annual Appointment Resolution") appointing citizens to serve on the Animal Shelter Advisory Board and adopting a new Resolution to fill one (1) vacancy on the Board and reaffirming existing appointments; and providing an effective date. This item was moved up and discussed prior to agenda item #18. Motion made by Council Member Lamont, seconded by Mayor Pro Tem Tiffany, to approve Resolution 2014-13 appointing Melissa Burns to fill the vacancy on the Animal Shelter Advisory Board. Motion passed unanimously. 24. Consider and take appropriate action regarding a Resolution adopting the Drought Contingency and Emergency Water Management Plan for the Town of Trophy Club Public Improvement District, Public Water System ID No. 0160273; and providing an effective date. Motion made by Council Member Mayer, seconded by Council Member Rose, to approve Resolution 2014-10 adopting the Drought Contingency and Emergency Water Management Plan for the Town of Trophy Club Public Improvement District. Motion passed unanimously. 25. Consider and take appropriate action regarding a Resolution adopting a Water Conservation Plan for the Town of Trophy Club Public Improvement District, Public Water System ID No. 0160273; and providing an effective date. Town Council Page 17 of 355 Meeting Date: Monday, May 5, 2014 Motion made by Council Member Mayer, seconded by Council Member Rose, to approve Resolution 2014-09 adopting a Water Conservation Plan for the Town of Trophy Club Public Improvement District with needed corrections. Motion passed unanimously. 26. Town Council Liaison Updates; discussion of same. • Park Board – April 8 • EDC 4B – April 14 Town Council Liaisons updated the Council and addressed questions regarding meetings attended; no action taken, update only. 27. Town Manager Slye's update regarding the following; discussion of same. • Election Update o Early Voting – starts Monday, April 28 ends Tuesday, May 6 o Canvass Election • 114/170 Transportation Update • ‘The Fugitive’ Update • Citizen University • Community Garage Sale –May 3 Town Manager Slye updated the Council and addressed questions; no action taken, update only. 28. Mayor and Council Updates regarding training opportunities, educational sessions, and regional meetings; discussion of same. • Tom Thumb Fuel Station Ribbon Cutting Ceremony - April 8 • Congressional Medal of Honor Escort - April 9 • TML - Small Cities Problem Solving - April 11 • Easter Eggstravaganza - April 12 • I-35 Coalition Quarterly Meeting - April 16 • Metroport Cities Partnership Meeting - April 17 Mayor White and Council members updated the Council and addressed questions regarding meetings attended; no action taken, update only. 29. Review of Future Agenda Items. This item allows Council to request the placement of items on upcoming agendas when the topic of discussion requires research and review that cannot be accomplished in the time frame between regular Council meetings. However, a Council Member may request that an item be placed on the next regularly scheduled meeting without first placing that item on the Future Agenda Items list. All requests for agenda items must comply with Charter requirements. Mayor Pro Tem Tiffany requested that the following items she requested to be removed on April 7, 2014 be placed back on the future agenda items list: 1. Consider and take appropriate action regarding procurement policies and their alignment with State statutes. (Rose 2/1/10) – this item will be addressed at the May 5, 2014 Town Council Meeting. 2. Consider and take appropriate action regarding noise regulations for Oil and Gas Well Drilling and Production (Rose 4/26/10) Town Council Page 18 of 355 Meeting Date: Monday, May 5, 2014 Council Member Rose requested the items Mayor Pro Tem Tiffany just placed back on the list be removed. Council Member Rose asked that “Discuss and take appropriate action regarding annexation of the PID into the MUD” be placed on the list. RECONVENE INTO EXECUTIVE SESSION - START TIME – 9:55 P.M. Pursuant to the following designated sections of the Texas Government Code, Annotated, Pursuant to the following designated sections of the Texas Government Code, Annotated, Chapter 551, (the Texas Open Meetings Act) the Council will convene into closed executive session to discuss the following: A. To deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer or employee; (1) Town Manager, Mike Slye (2) Town Attorney, Patricia Adams (3) Town Secretary, Tammy Ard RECONVENE INTO REGULAR SESSION - START TIME – 11:59 P.M. Consider and take appropriate action regarding the Executive Session. Motion made by Council Member Rose, seconded by Council Member Mayer, to amend the Town Secretary’s Contract by removing, in Section 11, items iv. and v., and in Section 6 inserting that the Town will pay the employees portion of the TMRS contribution and extending the contract from April 20, 2014 to April 20, 2018. Motion passed unanimously. Motion made by Council Member Rose, seconded by Council Member Mayer, to amend the Town Attorney’s Contract by removing, in Section 12, items iv. and v., and in Section 7 inserting that the Town will pay the employees portion of the TMRS contribution and extending the contract from April 20, 2014 to April 20, 2018. Motion passed unanimously. Motion made by Council Member Rose, seconded by Council Member Mayer, to amend the Town Manager’s Contract by removing, in Section 12, items iv. and v. and increase the Town Manager’s base salary by $10,000. Motion passed unanimously. Town Manager Slye thanked the Council for their confidence in their appointed team and we are very honored to continue to do what we can for the betterment of our community. ADJOURN Motion made by Council Member Mayer, seconded by Council Member Rose, to adjourn. Motion carried unanimously. Meeting adjourned at 12:02 a.m. ___________________________________ ___________________________________ Tammy Ard, Town Secretary Connie White, Mayor Town of Trophy Club, Texas Town of Trophy Club, Texas Town Council Page 19 of 355 Meeting Date: Monday, May 5, 2014 ATTACHMENT 1 TIRZ #2 Preliminary Project and Financing Plan Town Council Page 20 of 355 Meeting Date: Monday, May 5, 2014 Tax Increment Reinvestment Zone #2 Town of Trophy Club, Texas PRELIMINARY PROJECT AND FINANCING PLAN Town Council Page 21 of 355 Meeting Date: Monday, May 5, 2014 DISCLAIMER Our conclusions and recommendations are based on current market conditions and the expected performance of the national, and/or local economy and real estate market. Given that economic conditions can change and real estate markets are cyclical, it is critical to monitor the economy and real estate market continuously, and to revisit key project assumptions periodically to ensure that they are still justified. The future is difficult to predict, particularly given that the economy and housing markets can be cyclical, as well as subject to changing consumer and market psychology. There will usually be differences between projected and actual results because events and circumstances frequently do not occur as expected, and the differences may be material. 1 3 2 4 5 Table of Contents Introduction TIRZ Boundary Current Conditions & Ownership Project Plan Anticipated Development 6 7 8 Financial Feasibility Analysis Terms and Conditions Exhibit A 1 2 6 3 7 8 29 30 Preliminary Project and Financing Plan, TIRZ #2Town Council Page 22 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 1 Introduction Tax Increment Reinvestment Zone #2, Town of Trophy Club The Town of Trophy Club Tax Increment Reinvestment Zone (TIRZ) #2 is approximately 45 acres and is located in the south central portion of the Town of Trophy Club near the intersection of State Highway 114 and Trophy Club Drive. The majority of the land within the TIRZ is currently vacant. Exceptions include the small office space at the corner of Trophy Club Drive and Indian Creek Drive and the current municipal complex The goal of the TIRZ is to facilitate the development of the currently vacant land with retail, office, residential, municipal and hospitality uses, while creating a unique cohesive development that builds on the high developments standards already established within the Town. The TIRZ will support these developments through the contribution of 60% of the Town’s real property increment, and 25% of the Town’s $0.01 general fund sales tax generated within the zone. Additionally, it is proposed that Denton County and the Municipal Utility District (MUD) would contribute 60% of its revenue to the TIRZ fund. Without the implementation of the TIRZ, the delineated property would continue to impair the sound growth of the municipality. Custom Map July 23, 2013 Made with Esri Business Analyst ©2013 Esri www.esri.com/ba 800-447-9778 Try it Now! Page 1 of 1 Source: Esri, DigitalGlobe, GeoEye, i-cubed, USDA, USGS, AEX, Getmapping, Aerogrid, IGN, IGP, swisstopo, and the GIS User Community Town Council Page 23 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 2 TIRZ Boundary TIRZ Boundary Description Beginning at the intersection of the northern Right-of-Way (ROW) line of State Highway 114 and the eastern property line of Abstract 823 C. Medlin Survey, Tract 22, thence West along the northern ROW line of State Highway 114, to a point where said line intersects with the western ROW line of Trophy Club Drive, thence North along the western ROW line of Trophy Club Drive, to a point where said line intersects with the western property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, thence Northwest along the western property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3,v to a point where said line intersects with the northern boundary of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, thence Northeastward along the northern property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, to a point where said line intersects with the eastern boundary of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, thence Southeast along the eastern boundary of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, to a point where said line intersects with the western ROW line of Trophy Club Drive, thence Northeastward along the western ROW line of Trophy Club Drive, to a point where said line intersects with the southern property line of Abstract 823 C. Medlin Survey, Municipal Utility District NO. 1 Complex (MUD Complex), Block 1, Lot 1, thence West along the southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 1, to a point where said line intersects with the southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2, thence West along the southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2, to a point where said line intersects with the western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2, thence North along the western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2, to a point where said line intersects with the western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3, thence North along the western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3, to a point where said line intersects with the northern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3, thence East along the northern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3, to a point where said line intersects with the northern ROW Line of Municipal Drive, thence East along the northern property line of northern ROW Line of Municipal Drive , to a point where said line intersects with the western ROW line of Trophy Club Drive, thence North along the western ROW line of Trophy Club Drive to a point where said line intersects with the projection of the northern property line of Abstract 823 C. Medlin Survey, Tract 1A, thence East along the northern property line of Abstract 823 C. Medlin Survey, Tract 1A, to a point where said line intersects with the eastern property line of Abstract 823 C. Medlin Survey, Tract 1A, thence South along the eastern property line of Abstract 823 C. Medlin Survey, Tract 1A, to a point where said line intersects with the southern property line of Abstract 823 C. Medlin Survey, Tract 1A, thence West along the southern property line of Abstract 823 C. Medlin Survey, Tract 1A to a point where said line intersects with the eastern ROW line of Trophy Club Drive, thence South along the eastern ROW line of Trophy Club Drive to a point where said line intersects with the eastern ROW line of Indian Creek Drive, thence Southeastward along the eastern ROW line of Indian Creek Drive to a point where said line intersects with the project ion of the eastern property line of Abstract 823 C. Medlin Survey, Tract 22, thence South along the eastern property line of Abstract 823 C. Medlin Survey, Tract 22 to a point where said line intersects with the northern ROW line of State Highway 114, which is the point of beginning. Town Hall HWY 1 1 4 TROP H Y C L U B D R I N D I A N C R E E K D R HOGAN S D R SUNSE T D R WILS H I R E D R C Y P R E S S C T C A R N O U S T I E D R H A Y E S C T L E E C T BERKS H I R E C T LA K E F O R E S T C T S P Y G L A S S C T P O R T L A N D D R WE S T L A K E P K W Y COLO N I A L C T H A M P E R C T MUNICIPAL DR SUMMI T C O V E BROO K H O L L O W L N M I C H E L L E C T C E N T U R Y C T ST A N D R E W S C T TR O O N C T HWY 1 1 4 TROP H Y C L U B D R HWY 1 1 4 Eastern property line of Abstract 823 C. Medlin Survey, Tract 22 Northern Right-of-Way (ROW) line of State Highway 114 and the eastern property line of Abstract 823 C. Medlin Survey, Tract 22 Northern ROW Line of State Highway 114 Western ROW Line of Trophy Club Drive Western property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3 Northern property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3 Eastern property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3 Western ROW Line of Trophy Club Drive Southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 1Southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2 Western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2 Western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3 Northern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3 Northern ROW Line of Municipal Drive Northern property line of Abstract 823 C. Medlin Survey, Tract 1A Eastern property line of Abstract 823 C. Medlin Survey, Tract 1A Southern property line of Abstract 823 C. Medlin Survey, Tract 1A Eastern ROW Line of Trophy Club Drive Eastern ROW Line of Indian Creek Drive Town Council Page 24 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 3 Current Conditions Land Use The majority of the land within the TIRZ is currently vacant. The one exception is the small office space at the corner of Trophy Club Drive and Indian Creek Drive. Method of Relocating Persons to be Displaced The majority of the land is currently vacant undeveloped land and it is not anticipated that any persons will be displaced or need to be relocated as result of implementing the TIRZ. Looking south with SH-114 in the background Looking west with SH-114 on the left Looking north with SH-114 in the foreground Looking east with SH-114 on the right Town Council Page 25 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 4 Current Conditions Zoning The TIRZ property is to be an area with a mixture of moderately intense uses that are developed over an identifiable core. Buildings are close to and oriented toward the street. There is a connected street pattern, shared parking, and pedestrian amenities As new development is advanced it is likely that the current zoning will be change to accommodate the development. It is not anticipated that there will be any changes to the building code or other municipal ordinances at this time. Town Council Page 26 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 5 Current Conditions Current Ownership Information There are a three different property owners throughout the TIRZ, but the majority of land is owned by JSB Properties LP and Trophy Club Municipal. The TIRZ has a 2013 taxable base value of $5,589,082 and a sales tax base of $0.00. For a full list of parcels included within the TIRZ see Exhibit A. 65145017510020000 65019643010020700 65019643010020400 65145017510030000 HWY 1 1 4 TROP H Y C L U B D R I N D I A N C R E E K D R HOGAN S D R SUNSE T D R WILS H I R E D R C Y P R E S S C T C A R N O U S T I E D R H A Y E S C T L E E C T BERKS H I R E C T LA K E F O R E S T C T S P Y G L A S S C T P O R T L A N D D R WE S T L A K E P K W Y COLO N I A L C T H A M P E R C T MUNICIPAL DR SUMMI T C O V E PRECI N C T L I N E R D BROO K H O L L O W L N M I C H E L L E C T C E N T U R Y C T ST A N D R E W S C T BROOK H O L L O W C T TR O O N C T HWY 1 1 4 TROP H Y C L U B D R HWY 1 1 4 151108 171494 171495 68347 171493335141 35140 35139 185201 Town Council Page 27 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 6 Project Plan Project Costs of the Zone There are a number of improvements within Tax Increment Reinvestment Zone #2 that will be financed by in part by incremental real property and sales tax generated within the TIRZ. The costs illustrated in the table above are estimates and may be revised. Savings from one line item may be applied to a cost increase in another line item. It is estimated that project costs obligations will arise with new developments and will be reimbursed by the TIRZ on a pay as you go basis. TIRZ Project Costs Amount Water Facilities and Improvements 6,500,000$ Sanitary Sewer Facilities and Improvements 5,000,000$ Storm Water Facilities and Improvements 4,500,000$ Street and Intersection Improvements 9,000,000$ Open Space, Park and Recreation Facilities and Improvements 5,000,000$ Economic Development Grants 3,500,000$ Project Financing Costs 500,000$ Administrative Costs 200,000$ Total 34,200,000$ Town Council Page 28 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 7 Anticipated Development Anticipated Development There are several projects anticipated to be developed within TIRZ #2 including restaurants, office space, hospitality and residential. The map to the left provides an overview of potential developments that we believe will occur during the life of the TIRZ along with estimated dates of when the incremental revenue will flow into the TIRZ fund. Site plans on the map to the left should be considered conceptual drafts at this point and may not accurately portray the final developments. Town Council Page 29 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 8 Financial Feasibility Analysis Method of Financing To fund the public improvements outlined on the previous pages, it is anticipated that the Town of Trophy Club will contribute 60% of its incremental real property tax revenue and 25% of its $0.01 General Fund Sales Tax to the TIRZ Fund. Additionally, it is proposed that Denton County and the Municipal Utility District (MUD) would contribute 60% of its revenue to the TIRZ fund. Town of Trophy Club TIRZ #2 Participation Overview TIRZ Participation Overview Ad Valorem Tax Rate Participation %Participation Rate Trophy Club 0.5185430 60.00%0.3111258 Northwest ISD 1.3750000 0.00%0.0000000 Denton County 0.2828670 60.00%0.1697202 Trophy CLUB MUD 1 0.1333900 0.00%0.0000000 Total 2.3098000 0.4808460 Sales Tax Rate Participation %Participation Rate Town of Trophy Club General Fund 1.00%25.00%0.25% EDC 0.50%0.00%0.00% Crime Control 0.50%0.00%0.00% Street Maintenance 0.50%0.00%0.00% Total 2.00%0.25% Debt Service It is not anticipated at this time that the TIRZ will incur any bonded indebtedness. Economic Feasibility Study A taxable value analysis was developed as part of the preliminary project and financing plan to determine the economic feasibility of the project. The study examined the expected tax revenue the TIRZ would receive based on the previously outlined developments. A summary overview of the anticipated development square footages, the anticipated sales per square foot and the anticipated taxable value per square foot can be found to the right. The following pages show the estimated captured appraised value of the zone during each year of its existence and the net benefits of the zone to each of the local taxing jurisdictions. Utilizing the information outlined in this feasibility study, we have found that the TIRZ is economically feasible and will provide the Town with economic benefits that would not occur without its implementation. Anticipated Revenue Summary Based upon the assumptions above, the anticipated gross revenue of TIRZ #2 over its 32 year life is shown below. • Total Sales Tax Revenue $4,011,977 • Total Ad Valorem $30,179,796 • Total Revenue $34,191,773 TIF #2 Mixed Use Development Overview by Block Block Use Square Feet/Units Appraised Value PSF/Unit Estimated Appraised Value First Year of Tax Revenue A Retail 38,300 300$ 11,490,000$ 2017 B Retail 78,162 300$ 23,448,600$ 2017 B Multifamily 250 80,000$ 20,000,000$ 2017 C Office 160,000 200$ 32,000,000$ 2018 D Retail 17,054 300$ 5,116,200$ 2019 F Retail 23,700 300$ 7,110,000$ 2019 F Office 12,000 200$ 2,400,000$ 2019 G Office 40,000 200$ 8,000,000$ 2019 H Hotel 200 90,000$ 18,000,000$ 2019 H Retail 13,765 300$ 4,129,500$ 2020 I Brownstones 30 200,000$ 6,000,000$ 2017 H Office 100,000 200$ 20,000,000$ 2020 Total 157,694,300$ Town Council Page 30 of 355 Meeting Date: Monday, May 5, 2014 TAXABLE BASE YEAR GROWTH 2.00% DISCOUNT RATE 6.00% Sales Tax Participation Trophy Club 0.4993000 60% 0.2995800 Trophy Club 0.4993000 0% 0.0000000 Northwest ISD 1.4525000 0% 0.0000000 Northwest ISD 1.4525000 0% 0.0000000 Denton County 0.2849140 60% 0.1709484 Denton County 0.2849140 0% 0.0000000 Trophy CLUB MUD 1 0.1333900 60% 0.0800340 Trophy CLUB MUD 1 0.1333900 0% 0.0000000 2.3701040 0.5505624 2.3701040 0.0000000 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 REVENUE YEAR 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 TOTALS BASE YEAR Trophy Club 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Northwest ISD 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Denton County 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Trophy CLUB MUD 1 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 TAXABLE VALUE Trophy Club 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Northwest ISD 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Denton County 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Trophy CLUB MUD 1 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 TAXABLE VALUE INCREMENT Trophy Club 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Northwest ISD 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Denton County 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Trophy CLUB MUD 1 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 REVENUE A TAXABLE VALUE GROWTH OF EXISTING PROPERTIES Trophy Club 335 676 1,025 1,380 1,743 2,112 2,490 2,874 3,267 3,667 4,075 4,491 4,916 5,349 5,791 6,242 6,702 7,170 7,649 8,137 8,634 9,142 9,659 10,188 10,726 11,276 11,836 12,408 12,991 13,585 14,192 14,811 219,537 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 191 386 585 788 994 1,205 1,421 1,640 1,864 2,092 2,325 2,563 2,805 3,052 3,305 3,562 3,824 4,092 4,365 4,643 4,927 5,217 5,512 5,813 6,121 6,434 6,754 7,080 7,413 7,752 8,098 8,451 125,274 Denton County Trophy CLUB MUD 1 89 181 274 369 466 564 665 768 873 980 1,089 1,200 1,313 1,429 1,547 1,668 1,790 1,916 2,043 2,174 2,307 2,442 2,581 2,722 2,866 3,012 3,162 3,315 3,470 3,629 3,791 3,957 58,650 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL A 122,143 615 1,243 1,883 2,537 3,203 3,882 4,575 5,282 6,003 6,739 7,489 8,254 9,035 9,831 10,643 11,471 12,316 13,178 14,057 14,953 15,868 16,801 17,752 18,722 19,712 20,722 21,752 22,802 23,874 24,967 26,081 27,219 403,461 REVENUE #1 - BLOCK A REAL PROPERTY TAX 0 0 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 BUSINESS PERSONAL PROPERTY 0 0 383,000 766,000 781,320 796,946 812,885 829,143 845,726 862,640 879,893 897,491 915,441 933,750 952,425 971,473 990,903 1,010,721 1,030,935 1,051,554 1,072,585 1,094,037 1,115,917 1,138,236 1,161,000 1,184,220 1,207,905 1,232,063 1,256,704 1,281,838 1,307,475 1,333,625 Trophy Club 0 0 17,211 34,422 35,110 35,812 36,529 37,259 38,004 38,764 39,540 40,331 41,137 41,960 42,799 43,655 44,528 45,419 46,327 47,254 48,199 49,163 50,146 51,149 52,172 53,215 54,280 55,365 56,473 57,602 58,754 59,929 1,352,507 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 9,821 19,642 20,035 20,436 20,844 21,261 21,686 22,120 22,562 23,014 23,474 23,943 24,422 24,911 25,409 25,917 26,436 26,964 27,504 28,054 28,615 29,187 29,771 30,366 30,973 31,593 32,225 32,869 33,527 34,197 771,777 Denton County Trophy CLUB MUD 1 0 0 4,598 9,196 9,380 9,567 9,759 9,954 10,153 10,356 10,563 10,774 10,990 11,210 11,434 11,663 11,896 12,134 12,376 12,624 12,876 13,134 13,397 13,665 13,938 14,217 14,501 14,791 15,087 15,389 15,696 16,010 361,328 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #1 919,212 0 0 31,630 63,260 64,525 65,815 67,132 68,474 69,844 71,241 72,665 74,119 75,601 77,113 78,655 80,228 81,833 83,470 85,139 86,842 88,579 90,350 92,157 94,000 95,880 97,798 99,754 101,749 103,784 105,860 107,977 110,137 2,485,612 REVENUE #2 - BLOCK B + I REAL PROPERTY TAX 0 0 24,724,300 37,086,450 49,448,600 50,437,572 51,446,323 52,475,250 53,524,755 54,595,250 55,687,155 56,800,898 57,936,916 59,095,654 60,277,567 61,483,119 62,712,781 63,967,037 65,246,378 66,551,305 67,882,331 69,239,978 70,624,777 72,037,273 73,478,018 74,947,579 76,446,530 77,975,461 79,534,970 81,125,670 82,748,183 84,403,147 BUSINESS PERSONAL PROPERTY 0 0 844,120 1,266,180 1,688,240 1,722,005 1,756,445 1,791,574 1,827,405 1,863,953 1,901,232 1,939,257 1,978,042 2,017,603 2,057,955 2,099,114 2,141,097 2,183,918 2,227,597 2,272,149 2,317,592 2,363,944 2,411,222 2,459,447 2,508,636 2,558,809 2,609,985 2,662,184 2,715,428 2,769,737 2,825,131 2,881,634 Trophy Club 0 0 74,069 111,104 148,138 151,101 154,123 157,205 160,349 163,556 166,828 170,164 173,567 177,039 180,580 184,191 187,875 191,632 195,465 199,374 203,362 207,429 211,578 215,809 220,125 224,528 229,019 233,599 238,271 243,036 247,897 252,855 5,673,869 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 42,266 63,399 84,532 86,222 87,947 89,706 91,500 93,330 95,196 97,100 99,042 101,023 103,044 105,104 107,206 109,351 111,538 113,768 116,044 118,365 120,732 123,147 125,609 128,122 130,684 133,298 135,964 138,683 141,457 144,286 3,237,662 Denton County Trophy CLUB MUD 1 0 0 19,788 29,682 39,576 40,367 41,175 41,998 42,838 43,695 44,569 45,460 46,369 47,297 48,243 49,207 50,192 51,195 52,219 53,264 54,329 55,416 56,524 57,654 58,807 59,984 61,183 62,407 63,655 64,928 66,227 67,551 1,515,797 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #2 3,830,930 0 0 136,123 204,184 272,245 277,690 283,244 288,909 294,687 300,581 306,593 312,724 318,979 325,358 331,866 338,503 345,273 352,178 359,222 366,406 373,735 381,209 388,833 396,610 404,542 412,633 420,886 429,304 437,890 446,647 455,580 464,692 10,427,328 ESTIMATE OF GENERAL IMPACT OF PROPOSED ZONE PROPERTY VALUES AND TAX REVENUES BUSINESS PERSONAL PROPERTY TAXREAL PROPERTY TAX 0.25% Preliminary Project and Financing Plan, TIRZ #2 9 Financial Feasibility Analysis Town Council Page 31 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 10 Financial Feasibility Analysis REVENUE #3 - BLOCK C + H REAL PROPERTY TAX 0 0 0 24,000,000 49,500,000 70,129,500 71,532,090 72,962,732 74,421,986 75,910,426 77,428,635 78,977,207 80,556,752 82,167,887 83,811,244 85,487,469 87,197,219 88,941,163 90,719,986 92,534,386 94,385,074 96,272,775 98,198,231 100,162,195 102,165,439 104,208,748 106,292,923 108,418,781 110,587,157 112,798,900 115,054,878 117,355,976 BUSINESS PERSONAL PROPERTY 0 0 0 800,000 1,406,475 1,875,300 1,912,806 1,951,062 1,990,083 2,029,885 2,070,483 2,111,892 2,154,130 2,197,213 2,241,157 2,285,980 2,331,700 2,378,334 2,425,901 2,474,419 2,523,907 2,574,385 2,625,873 2,678,390 2,731,958 2,786,597 2,842,329 2,899,176 2,957,159 3,016,302 3,076,628 3,138,161 Trophy Club 0 0 0 71,899 148,292 210,094 214,296 218,582 222,953 227,412 231,961 236,600 241,332 246,159 251,082 256,103 261,225 266,450 271,779 277,215 282,759 288,414 294,182 300,066 306,067 312,189 318,432 324,801 331,297 337,923 344,681 351,575 7,645,820 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 0 41,028 84,619 119,885 122,283 124,729 127,223 129,768 132,363 135,010 137,710 140,465 143,274 146,139 149,062 152,043 155,084 158,186 161,350 164,577 167,868 171,226 174,650 178,143 181,706 185,340 189,047 192,828 196,684 200,618 4,362,910 Denton County Trophy CLUB MUD 1 0 0 0 19,208 39,617 56,127 57,250 58,395 59,563 60,754 61,969 63,209 64,473 65,762 67,077 68,419 69,787 71,183 72,607 74,059 75,540 77,051 78,592 80,164 81,767 83,402 85,070 86,772 88,507 90,277 92,083 93,925 2,042,612 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #3 4,968,267 0 0 0 132,135 272,528 386,107 393,829 401,705 409,739 417,934 426,293 434,819 443,515 452,385 461,433 470,662 480,075 489,677 499,470 509,460 519,649 530,042 540,643 551,455 562,484 573,734 585,209 596,913 608,851 621,028 633,449 646,118 14,051,342 REVENUE #4 - BLOCK D REAL PROPERTY TAX 0 0 0 0 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 BUSINESS PERSONAL PROPERTY 0 0 0 0 170,540 255,810 341,080 347,902 354,860 361,957 369,196 376,580 384,111 391,794 399,630 407,622 415,775 424,090 432,572 441,223 450,048 459,049 468,230 477,594 487,146 496,889 506,827 516,963 527,303 537,849 548,606 559,578 Trophy Club 0 0 0 0 7,664 11,495 15,327 15,634 15,946 16,265 16,591 16,922 17,261 17,606 17,958 18,317 18,684 19,057 19,438 19,827 20,224 20,628 21,041 21,462 21,891 22,329 22,775 23,231 23,695 24,169 24,653 25,146 535,237 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 0 0 4,373 6,560 8,746 8,921 9,099 9,281 9,467 9,656 9,849 10,046 10,247 10,452 10,661 10,875 11,092 11,314 11,540 11,771 12,006 12,247 12,492 12,741 12,996 13,256 13,521 13,792 14,067 14,349 305,420 Denton County Trophy CLUB MUD 1 0 0 0 0 2,047 3,071 4,095 4,177 4,260 4,345 4,432 4,521 4,611 4,704 4,798 4,894 4,991 5,091 5,193 5,297 5,403 5,511 5,621 5,734 5,848 5,965 6,085 6,206 6,330 6,457 6,586 6,718 142,991 Trophy CLUB MUD 1 SUBTOTAL #4 339,244 0 0 0 0 14,084 21,126 28,168 28,731 29,306 29,892 30,490 31,100 31,722 32,356 33,003 33,663 34,336 35,023 35,724 36,438 37,167 37,910 38,668 39,442 40,231 41,035 41,856 42,693 43,547 44,418 45,306 46,212 983,648 REVENUE #5 - BLOCK E REAL PROPERTY TAX 0 0 0 0 4,755,000 7,132,500 9,510,000 9,700,200 9,894,204 10,092,088 10,293,930 10,499,808 10,709,805 10,924,001 11,142,481 11,365,330 11,592,637 11,824,490 12,060,979 12,302,199 12,548,243 12,799,208 13,055,192 13,316,296 13,582,622 13,854,274 14,131,360 14,413,987 14,702,267 14,996,312 15,296,238 15,602,163 BUSINESS PERSONAL PROPERTY 0 0 0 0 297,000 445,500 594,000 605,880 617,998 630,358 642,965 655,824 668,940 682,319 695,966 709,885 724,083 738,564 753,336 768,402 783,770 799,446 815,435 831,743 848,378 865,346 882,653 900,306 918,312 936,678 955,412 974,520 Trophy Club 0 0 0 0 14,245 21,368 28,490 29,060 29,641 30,234 30,839 31,455 32,084 32,726 33,381 34,048 34,729 35,424 36,132 36,855 37,592 38,344 39,111 39,893 40,691 41,505 42,335 43,181 44,045 44,926 45,824 46,741 994,899 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 0 0 8,129 12,193 16,257 16,582 16,914 17,252 17,597 17,949 18,308 18,674 19,048 19,429 19,817 20,214 20,618 21,030 21,451 21,880 22,318 22,764 23,219 23,684 24,157 24,640 25,133 25,636 26,149 26,672 567,716 Denton County Trophy CLUB MUD 1 0 0 0 0 3,806 5,708 7,611 7,763 7,919 8,077 8,239 8,403 8,571 8,743 8,918 9,096 9,278 9,464 9,653 9,846 10,043 10,244 10,449 10,658 10,871 11,088 11,310 11,536 11,767 12,002 12,242 12,487 265,791 Trophy CLUB MUD 1 SUBTOTAL #5 630,587 0 0 0 0 26,179 39,269 52,358 53,406 54,474 55,563 56,675 57,808 58,964 60,143 61,346 62,573 63,825 65,101 66,403 67,731 69,086 70,468 71,877 73,315 74,781 76,276 77,802 79,358 80,945 82,564 84,215 85,900 1,828,406 REVENUE #6 - SALES SALES TAX 0 0 17,469,300 29,076,450 38,783,562 41,375,601 43,898,009 44,775,969 45,671,489 46,584,919 47,516,617 48,466,949 49,436,288 50,425,014 51,433,514 52,462,185 53,511,428 54,581,657 55,673,290 56,786,756 57,922,491 59,080,941 60,262,559 61,467,811 62,697,167 63,951,110 65,230,132 66,534,735 67,865,430 69,222,738 70,607,193 72,019,337 1,604,790,641 Trophy Club SUBTOTAL #6 1,462,323 0 0 43,673 72,691 96,959 103,439 109,745 111,940 114,179 116,462 118,792 121,167 123,591 126,063 128,584 131,155 133,779 136,454 139,183 141,967 144,806 147,702 150,656 153,670 156,743 159,878 163,075 166,337 169,664 173,057 176,518 180,048 4,011,977 TIF REVENUE A, 1, 2, 3, 4, 5, 6 615 1,243 213,309 474,806 749,723 897,328 939,051 958,448 978,232 998,412 1,018,996 1,039,991 1,061,406 1,083,250 1,105,530 1,128,256 1,151,437 1,175,081 1,199,198 1,223,797 1,248,889 1,274,482 1,300,587 1,327,214 1,354,374 1,382,077 1,410,334 1,439,156 1,468,555 1,498,541 1,529,127 1,560,325 34,191,773 Total Taxable Value 5,700,864 5,814,881 36,400,479 78,626,252 124,152,298 149,785,132 156,217,992 159,342,352 162,529,199 165,779,783 169,095,378 172,477,286 175,926,832 179,445,368 183,034,276 186,694,961 190,428,860 194,237,437 198,122,186 202,084,630 206,126,323 210,248,849 214,453,826 218,742,902 223,117,761 227,580,116 232,131,718 236,774,352 241,509,839 246,340,036 251,266,837 256,292,174 TIF Revenue Running Total 615 1,859 215,168 689,974 1,439,698 2,337,026 3,276,077 4,234,525 5,212,757 6,211,169 7,230,164 8,270,155 9,331,562 10,414,812 11,520,342 12,648,598 13,800,035 14,975,116 16,174,314 17,398,112 18,647,001 19,921,483 21,222,070 22,549,284 23,903,658 25,285,735 26,696,069 28,135,225 29,603,780 31,102,321 32,631,448 34,191,773 NET PRESENT VALUE @ 6%12,272,706 GROSS 34,191,773 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 Trophy Club 7,344,626 335 676 135,978 291,496 452,151 535,422 560,999 572,554 584,340 596,362 608,624 621,131 633,889 646,901 660,174 673,712 687,522 701,607 715,974 730,628 745,576 760,822 776,373 792,236 808,415 824,919 841,752 858,922 876,435 894,299 912,519 931,105 20,433,845 Northwest ISD - 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Denton County 3,356,600 191 386 52,672 124,856 202,682 246,501 257,498 262,839 268,287 273,843 279,511 285,293 291,190 297,205 303,340 309,598 315,981 322,491 329,132 335,906 342,815 349,863 357,051 364,383 371,862 379,490 387,271 395,208 403,303 411,560 419,982 428,573 9,370,760 Trophy CLUB MUD 1 1,571,481 89 181 24,660 58,455 94,891 115,406 120,554 123,055 125,605 128,207 130,861 133,567 136,328 139,144 142,016 144,946 147,935 150,983 154,092 157,263 160,498 163,797 167,163 170,596 174,097 177,668 181,311 185,027 188,817 192,683 196,626 200,648 4,387,168 TOTALS 615 1,243 213,309 474,806 749,723 897,328 939,051 958,448 978,232 998,412 1,018,996 1,039,991 1,061,406 1,083,250 1,105,530 1,128,256 1,151,437 1,175,081 1,199,198 1,223,797 1,248,889 1,274,482 1,300,587 1,327,214 1,354,374 1,382,077 1,410,334 1,439,156 1,468,555 1,498,541 1,529,127 1,560,325 34,191,773 Town Council Page 32 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 11 Financial Feasibility Analysis $0 $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 Total Annual Tax Revenue Generated Trophy CLUB MUD 1 Denton County Northwest ISD Trophy Club $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 Potential TIF Tax Revenue Trophy CLUB MUD 1 Denton County Trophy Club 85,269,462 82,466,146 16,176,082 7,573,259 30 Year Gross Economic Impact Trophy Club Northwest ISD Denton County Trophy CLUB MUD 1 20,433,845 9,370,760 4,387,168 30 Year Potential TIF Revenue Trophy Club Denton County Trophy CLUB MUD 1 64,835,617 82,466,146 6,805,323 3,186,091 30 Year Net Benefit Trophy Club Northwest ISD Denton County Trophy CLUB MUD 1 Town Council Page 33 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 12 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 Sales Tax Rate 0.0200000 12.50%0.0025000 Block A AREA Year SF/UNITS $ / SF TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2017 38,300 300.00$ 11,490,000$ 20.00$ 766,000$ 300.00$ 11,490,000$ Office TOTAL 38,300 11,490,000 766,000 11,490,000 ►OUTPUT TOTAL TAX REVENUE TOTAL Trophy Club 55.9%11,433,813$ =2,254,179$ +150,279$ +9,029,355$ Northwest ISD 34.2%6,994,741$ =6,557,569$ +437,171$ +-$ Denton County 6.7%1,372,048$ =1,286,295$ +85,753$ +-$ Trophy CLUB MUD 1 3.1%642,360$ =602,213$ +40,148$ +-$ 100.0%20,442,962 10,700,256$ 713,350$ 9,029,355$ 100.0%52.3%3.5%44.2% TOTAL PARTICIPATION TOTAL Trophy Club 68.6%2,481,177$ =1,352,507$ +-$ +1,128,669$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 21.4%771,777$ =771,777$ +-$ +-$ Trophy CLUB MUD 1 10.0%361,328$ =361,328$ +-$ +-$ 100.0%3,614,281$ 2,485,612$ -$ 1,128,669$ 100.0%68.8%0.0%31.2% NET BENEFIT TOTAL Trophy Club 53.2%8,952,636$ =901,671$ +150,279$ +7,900,686$ Northwest ISD 41.6%6,994,741$ =6,557,569$ +437,171$ +-$ Denton County 3.6%600,271$ =514,518$ +85,753$ +-$ Trophy CLUB MUD 1 1.7%281,033$ =240,885$ +40,148$ +-$ 100.0%16,828,680$ 8,214,644$ 713,350$ 7,900,686$ 100.0%48.8%4.2%46.9% REAL PROPERTY PERSONAL PROPERTY SALES 30 YEAR - BLOCK A : INPUT & OUTPUT PARTICIPATION PARTICIPATION SALES REAL PROPERTY PERSONAL PROPERTY SALES SALES REAL PROPERTY PERSONAL PROPERTY REAL PROPERTY PERSONAL PROPERTY Town Council Page 34 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 13 Financial Feasibility Analysis Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - - 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 PV GROSS Trophy Club 883,642 - - 28,685 57,370 58,517 59,687 60,881 62,099 63,341 64,607 65,900 67,218 68,562 69,933 71,332 72,758 74,214 75,698 77,212 78,756 80,331 81,938 83,577 85,248 86,953 88,692 90,466 92,275 94,121 96,003 97,923 99,882 2,254,179 Northwest ISD 2,570,580 - - 83,446 166,892 170,230 173,635 177,107 180,650 184,263 187,948 191,707 195,541 199,452 203,441 207,510 211,660 215,893 220,211 224,615 229,107 233,689 238,363 243,130 247,993 252,953 258,012 263,172 268,436 273,804 279,281 284,866 290,563 6,557,569 Denton County 504,230 - - 16,368 32,737 33,391 34,059 34,740 35,435 36,144 36,867 37,604 38,356 39,123 39,906 40,704 41,518 42,348 43,195 44,059 44,940 45,839 46,756 47,691 48,645 49,618 50,610 51,622 52,655 53,708 54,782 55,878 56,995 1,286,295 Trophy CLUB MUD 1 236,069 - - 7,663 15,327 15,633 15,946 16,265 16,590 16,922 17,260 17,605 17,957 18,317 18,683 19,057 19,438 19,826 20,223 20,627 21,040 21,461 21,890 22,328 22,774 23,230 23,694 24,168 24,652 25,145 25,648 26,161 26,684 602,213 Total 3,957,095 - - 136,162 272,325 277,771 283,327 288,993 294,773 300,669 306,682 312,816 319,072 325,454 331,963 338,602 345,374 352,281 359,327 366,514 373,844 381,321 388,947 396,726 404,661 412,754 421,009 429,429 438,018 446,778 455,714 464,828 474,124 10,700,256 % OCCUPIED 0%0%50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - 383,000 766,000 781,320 796,946 812,885 829,143 845,726 862,640 879,893 897,491 915,441 933,750 952,425 971,473 990,903 1,010,721 1,030,935 1,051,554 1,072,585 1,094,037 1,115,917 1,138,236 1,161,000 1,184,220 1,207,905 1,232,063 1,256,704 1,281,838 1,307,475 1,333,625 PV GROSS Trophy Club 58,909 - - 1,912 3,825 3,901 3,979 4,059 4,140 4,223 4,307 4,393 4,481 4,571 4,662 4,755 4,851 4,948 5,047 5,147 5,250 5,355 5,463 5,572 5,683 5,797 5,913 6,031 6,152 6,275 6,400 6,528 6,659 150,279 Northwest ISD 171,372 - - 5,563 11,126 11,349 11,576 11,807 12,043 12,284 12,530 12,780 13,036 13,297 13,563 13,834 14,111 14,393 14,681 14,974 15,274 15,579 15,891 16,209 16,533 16,864 17,201 17,545 17,896 18,254 18,619 18,991 19,371 437,171 Denton County 33,615 - - 1,091 2,182 2,226 2,271 2,316 2,362 2,410 2,458 2,507 2,557 2,608 2,660 2,714 2,768 2,823 2,880 2,937 2,996 3,056 3,117 3,179 3,243 3,308 3,374 3,441 3,510 3,581 3,652 3,725 3,800 85,753 Trophy CLUB MUD 1 15,738 - - 511 1,022 1,042 1,063 1,084 1,106 1,128 1,151 1,174 1,197 1,221 1,246 1,270 1,296 1,322 1,348 1,375 1,403 1,431 1,459 1,489 1,518 1,549 1,580 1,611 1,643 1,676 1,710 1,744 1,779 40,148 Total 263,806 - - 9,077 18,155 18,518 18,888 19,266 19,652 20,045 20,445 20,854 21,271 21,697 22,131 22,573 23,025 23,485 23,955 24,434 24,923 25,421 25,930 26,448 26,977 27,517 28,067 28,629 29,201 29,785 30,381 30,989 31,608 713,350 % OCCUPIED 0%0%50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 PV GROSS Total 3,339,174 - - 114,900 229,800 234,396 239,084 243,866 248,743 253,718 258,792 263,968 269,247 274,632 280,125 285,727 291,442 297,271 303,216 309,281 315,466 321,775 328,211 334,775 341,471 348,300 355,266 362,371 369,619 377,011 384,551 392,243 400,087 9,029,355 SUMMARY PV GROSS Trophy Club 4,482,077 - - 145,497 290,994 296,814 302,750 308,805 314,981 321,281 327,707 334,261 340,946 347,765 354,720 361,815 369,051 376,432 383,961 391,640 399,473 407,462 415,611 423,924 432,402 441,050 449,871 458,869 468,046 477,407 486,955 496,694 506,628 11,433,813 Northwest ISD 2,741,952 - - 89,009 178,018 181,579 185,210 188,915 192,693 196,547 200,478 204,487 208,577 212,748 217,003 221,344 225,770 230,286 234,891 239,589 244,381 249,269 254,254 259,339 264,526 269,816 275,213 280,717 286,331 292,058 297,899 303,857 309,934 6,994,741 Denton County 537,845 - - 17,460 34,919 35,617 36,330 37,056 37,798 38,553 39,325 40,111 40,913 41,732 42,566 43,417 44,286 45,172 46,075 46,996 47,936 48,895 49,873 50,870 51,888 52,926 53,984 55,064 56,165 57,288 58,434 59,603 60,795 1,372,048 Trophy CLUB MUD 1 251,807 - - 8,174 16,348 16,675 17,009 17,349 17,696 18,050 18,411 18,779 19,155 19,538 19,928 20,327 20,734 21,148 21,571 22,003 22,443 22,892 23,349 23,816 24,293 24,779 25,274 25,780 26,295 26,821 27,358 27,905 28,463 642,360 Total 7,560,076 - - 260,140 520,280 530,686 541,299 552,125 563,168 574,431 585,920 597,638 609,591 621,783 634,218 646,903 659,841 673,038 686,498 700,228 714,233 728,518 743,088 757,950 773,109 788,571 804,342 820,429 836,838 853,574 870,646 888,059 905,820 20,442,962 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Town Council Page 35 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 14 PARTICIPATION REAL PROPERTY Taxable Value - - 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 PV GROSS Trophy Club 530,185 - - 17,211 34,422 35,110 35,812 36,529 37,259 38,004 38,764 39,540 40,331 41,137 41,960 42,799 43,655 44,528 45,419 46,327 47,254 48,199 49,163 50,146 51,149 52,172 53,215 54,280 55,365 56,473 57,602 58,754 59,929 1,352,507 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 302,538 - - 9,821 19,642 20,035 20,436 20,844 21,261 21,686 22,120 22,562 23,014 23,474 23,943 24,422 24,911 25,409 25,917 26,436 26,964 27,504 28,054 28,615 29,187 29,771 30,366 30,973 31,593 32,225 32,869 33,527 34,197 771,777 Trophy CLUB MUD 1 141,641 - - 4,598 9,196 9,380 9,567 9,759 9,954 10,153 10,356 10,563 10,774 10,990 11,210 11,434 11,663 11,896 12,134 12,376 12,624 12,876 13,134 13,397 13,665 13,938 14,217 14,501 14,791 15,087 15,389 15,696 16,010 361,328 Total 919,212 - - 31,630 63,260 64,525 65,815 67,132 68,474 69,844 71,241 72,665 74,119 75,601 77,113 78,655 80,228 81,833 83,470 85,139 86,842 88,579 90,350 92,157 94,000 95,880 97,798 99,754 101,749 103,784 105,860 107,977 110,137 2,485,612 PERSONAL PROPERTY Taxable Value - - 383,000 766,000 781,320 796,946 812,885 829,143 845,726 862,640 879,893 897,491 915,441 933,750 952,425 971,473 990,903 1,010,721 1,030,935 1,051,554 1,072,585 1,094,037 1,115,917 1,138,236 1,161,000 1,184,220 1,207,905 1,232,063 1,256,704 1,281,838 1,307,475 1,333,625 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 PV GROSS Total 417,397 - - 14,363 28,725 29,300 29,885 30,483 31,093 31,715 32,349 32,996 33,656 34,329 35,016 35,716 36,430 37,159 37,902 38,660 39,433 40,222 41,026 41,847 42,684 43,538 44,408 45,296 46,202 47,126 48,069 49,030 50,011 1,128,669 SUMMARY PV GROSS Trophy Club 972,626 - - 31,573 63,147 64,410 65,698 67,012 68,352 69,719 71,113 72,536 73,986 75,466 76,976 78,515 80,085 81,687 83,321 84,987 86,687 88,421 90,189 91,993 93,833 95,709 97,624 99,576 101,568 103,599 105,671 107,784 109,940 2,481,177 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 302,538 - - 9,821 19,642 20,035 20,436 20,844 21,261 21,686 22,120 22,562 23,014 23,474 23,943 24,422 24,911 25,409 25,917 26,436 26,964 27,504 28,054 28,615 29,187 29,771 30,366 30,973 31,593 32,225 32,869 33,527 34,197 771,777 Trophy CLUB MUD 1 141,641 - - 4,598 9,196 9,380 9,567 9,759 9,954 10,153 10,356 10,563 10,774 10,990 11,210 11,434 11,663 11,896 12,134 12,376 12,624 12,876 13,134 13,397 13,665 13,938 14,217 14,501 14,791 15,087 15,389 15,696 16,010 361,328 Total 1,336,609 - - 45,992 91,985 93,824 95,701 97,615 99,567 101,558 103,590 105,661 107,775 109,930 112,129 114,371 116,659 118,992 121,372 123,799 126,275 128,801 131,377 134,004 136,684 139,418 142,206 145,050 147,951 150,911 153,929 157,007 160,147 3,614,281 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 3,509,451 - - 113,924 227,847 232,404 237,053 241,794 246,629 251,562 256,593 261,725 266,960 272,299 277,745 283,300 288,966 294,745 300,640 306,653 312,786 319,041 325,422 331,931 338,569 345,341 352,248 359,293 366,478 373,808 381,284 388,910 396,688 8,952,636 Northwest ISD 2,741,952 - - 89,009 178,018 181,579 185,210 188,915 192,693 196,547 200,478 204,487 208,577 212,748 217,003 221,344 225,770 230,286 234,891 239,589 244,381 249,269 254,254 259,339 264,526 269,816 275,213 280,717 286,331 292,058 297,899 303,857 309,934 6,994,741 Denton County 235,307 - - 7,639 15,277 15,583 15,894 16,212 16,536 16,867 17,204 17,549 17,900 18,258 18,623 18,995 19,375 19,763 20,158 20,561 20,972 21,392 21,819 22,256 22,701 23,155 23,618 24,090 24,572 25,064 25,565 26,076 26,598 600,271 Trophy CLUB MUD 1 110,165 - - 3,576 7,152 7,295 7,441 7,590 7,742 7,897 8,055 8,216 8,380 8,548 8,719 8,893 9,071 9,252 9,437 9,626 9,819 10,015 10,215 10,420 10,628 10,841 11,057 11,279 11,504 11,734 11,969 12,208 12,452 281,033 Total 6,223,467 - - 214,148 428,295 436,861 445,598 454,510 463,601 472,873 482,330 491,977 501,816 511,853 522,090 532,531 543,182 554,046 565,127 576,429 587,958 599,717 611,711 623,945 636,424 649,153 662,136 675,379 688,886 702,664 716,717 731,052 745,673 16,828,680 Town Council Page 36 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 15 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 Sales Tax Rate 0.0200000 12.50%0.0025000 Block B + I AREA Year SF/UNITS $ / SF TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2017 78,162 300.00$ 23,448,600$ 20.00$ 1,563,240$ 300.00$ 23,448,600$ Multifamily 2017 250 80,000$ 20,000,000$ 500$ 125,000$ -$ -$ Brownstones 2017 30 200,000$ 6,000,000$ -$ -$ -$ -$ TOTAL 78,442 49,448,600 1,688,240 23,448,600 OUTPUT ► TOTAL TAX REVENUE TOTAL Trophy Club 43.1%27,741,499$ =9,456,449$ +322,856$ +17,962,195$ Northwest ISD 44.2%28,448,707$ =27,509,496$ +939,210$ +-$ Denton County 8.7%5,580,334$ =5,396,104$ +184,230$ +-$ Trophy CLUB MUD 1 4.1%2,612,580$ =2,526,328$ +86,252$ +-$ 100.0%64,383,120 44,888,377$ 1,532,548$ 17,962,195$ 100.0%69.7%2.4%27.9% TOTAL PARTICIPATION TOTAL Trophy Club 62.5%7,919,144$ =5,673,869$ +-$ +2,245,274$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 25.5%3,237,662$ =3,237,662$ +-$ +-$ Trophy CLUB MUD 1 12.0%1,515,797$ =1,515,797$ +-$ +-$ 100.0%12,672,603$ 10,427,328$ -$ 2,245,274$ 100.0%82.3%0.0%17.7% NET BENEFIT TOTAL Trophy Club 38.3%19,822,356$ =3,782,579$ +322,856$ +15,716,921$ Northwest ISD 55.0%28,448,707$ =27,509,496$ +939,210$ +-$ Denton County 4.5%2,342,672$ =2,158,441$ +184,230$ +-$ Trophy CLUB MUD 1 2.1%1,096,783$ =1,010,531$ +86,252$ +-$ 100.0%51,710,517$ 34,461,049$ 1,532,548$ 15,716,921$ 100.0%66.6%3.0%30.4% REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY 30 YEAR - BLOCK B + I : INPUT & OUTPUT PARTICIPATION PARTICIPATION REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY PERSONAL PROPERTY SALES PERSONAL PROPERTY SALES Town Council Page 37 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 16 Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - 24,724,300 37,086,450 49,448,600 50,437,572 51,446,323 52,475,250 53,524,755 54,595,250 55,687,155 56,800,898 57,936,916 59,095,654 60,277,567 61,483,119 62,712,781 63,967,037 65,246,378 66,551,305 67,882,331 69,239,978 70,624,777 72,037,273 73,478,018 74,947,579 76,446,530 77,975,461 79,534,970 81,125,670 82,748,183 84,403,147 PV GROSS Trophy Club 3,682,690 - - 123,448 185,173 246,897 251,835 256,871 262,009 267,249 272,594 278,046 283,607 289,279 295,065 300,966 306,985 313,125 319,387 325,775 332,291 338,936 345,715 352,630 359,682 366,876 374,213 381,698 389,331 397,118 405,060 413,162 421,425 9,456,449 Northwest ISD 10,713,212 - - 359,120 538,681 718,241 732,606 747,258 762,203 777,447 792,996 808,856 825,033 841,534 858,364 875,532 893,042 910,903 929,121 947,704 966,658 985,991 1,005,711 1,025,825 1,046,341 1,067,268 1,088,614 1,110,386 1,132,594 1,155,245 1,178,350 1,201,917 1,225,956 27,509,496 Denton County 2,101,442 - - 70,443 105,664 140,886 143,704 146,578 149,509 152,500 155,550 158,661 161,834 165,070 168,372 171,739 175,174 178,677 182,251 185,896 189,614 193,406 197,274 201,220 205,244 209,349 213,536 217,807 222,163 226,606 231,138 235,761 240,476 5,396,104 Trophy CLUB MUD 1 983,845 - - 32,980 49,470 65,959 67,279 68,624 69,997 71,397 72,825 74,281 75,767 77,282 78,828 80,404 82,012 83,653 85,326 87,032 88,773 90,548 92,359 94,206 96,091 98,012 99,973 101,972 104,011 106,092 108,214 110,378 112,585 2,526,328 Total 16,491,688 - - 585,992 878,987 1,171,983 1,195,423 1,219,331 1,243,718 1,268,592 1,293,964 1,319,843 1,346,240 1,373,165 1,400,628 1,428,641 1,457,214 1,486,358 1,516,085 1,546,407 1,577,335 1,608,882 1,641,059 1,673,881 1,707,358 1,741,505 1,776,336 1,811,862 1,848,100 1,885,062 1,922,763 1,961,218 2,000,442 44,888,377 % OCCUPIED 0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - - 844,120 1,266,180 1,688,240 1,722,005 1,756,445 1,791,574 1,827,405 1,863,953 1,901,232 1,939,257 1,978,042 2,017,603 2,057,955 2,099,114 2,141,097 2,183,918 2,227,597 2,272,149 2,317,592 2,363,944 2,411,222 2,459,447 2,508,636 2,558,809 2,609,985 2,662,184 2,715,428 2,769,737 2,825,131 2,881,634 PV GROSS Trophy Club 125,732 - - 4,215 6,322 8,429 8,598 8,770 8,945 9,124 9,307 9,493 9,683 9,876 10,074 10,275 10,481 10,690 10,904 11,122 11,345 11,572 11,803 12,039 12,280 12,526 12,776 13,032 13,292 13,558 13,829 14,106 14,388 322,856 Northwest ISD 365,763 - - 12,261 18,391 24,522 25,012 25,512 26,023 26,543 27,074 27,615 28,168 28,731 29,306 29,892 30,490 31,099 31,721 32,356 33,003 33,663 34,336 35,023 35,723 36,438 37,167 37,910 38,668 39,442 40,230 41,035 41,856 939,210 Denton County 71,746 - - 2,405 3,608 4,810 4,906 5,004 5,104 5,207 5,311 5,417 5,525 5,636 5,748 5,863 5,981 6,100 6,222 6,347 6,474 6,603 6,735 6,870 7,007 7,147 7,290 7,436 7,585 7,737 7,891 8,049 8,210 184,230 Trophy CLUB MUD 1 33,590 - - 1,126 1,689 2,252 2,297 2,343 2,390 2,438 2,486 2,536 2,587 2,639 2,691 2,745 2,800 2,856 2,913 2,971 3,031 3,091 3,153 3,216 3,281 3,346 3,413 3,481 3,551 3,622 3,695 3,768 3,844 86,252 Total 563,048 - - 20,007 30,010 40,013 40,813 41,630 42,462 43,311 44,178 45,061 45,962 46,882 47,819 48,776 49,751 50,746 51,761 52,796 53,852 54,929 56,028 57,148 58,291 59,457 60,646 61,859 63,097 64,358 65,646 66,959 68,298 1,532,548 % OCCUPIED 0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - - 11,724,300 17,586,450 23,448,600 23,917,572 24,395,923 24,883,842 25,381,519 25,889,149 26,406,932 26,935,071 27,473,772 28,023,248 28,583,713 29,155,387 29,738,495 30,333,264 30,939,930 31,558,728 32,189,903 32,833,701 33,490,375 34,160,182 34,843,386 35,540,254 36,251,059 36,976,080 37,715,602 38,469,914 39,239,312 40,024,098 PV GROSS Total 6,995,141 - - 234,486 351,729 468,972 478,351 487,918 497,677 507,630 517,783 528,139 538,701 549,475 560,465 571,674 583,108 594,770 606,665 618,799 631,175 643,798 656,674 669,807 683,204 696,868 710,805 725,021 739,522 754,312 769,398 784,786 800,482 17,962,195 SUMMARY PV GROSS Trophy Club 10,803,563 - - 362,149 543,224 724,298 738,784 753,560 768,631 784,004 799,684 815,677 831,991 848,631 865,603 882,916 900,574 918,585 936,957 955,696 974,810 994,306 1,014,192 1,034,476 1,055,166 1,076,269 1,097,794 1,119,750 1,142,145 1,164,988 1,188,288 1,212,054 1,236,295 27,741,499 Northwest ISD 11,078,975 - - 371,381 557,072 742,763 757,618 772,770 788,226 803,990 820,070 836,471 853,201 870,265 887,670 905,423 923,532 942,003 960,843 980,059 999,661 1,019,654 1,040,047 1,060,848 1,082,065 1,103,706 1,125,780 1,148,296 1,171,262 1,194,687 1,218,581 1,242,952 1,267,811 28,448,707 Denton County 2,173,188 - - 72,848 109,272 145,696 148,610 151,582 154,614 157,706 160,860 164,077 167,359 170,706 174,120 177,603 181,155 184,778 188,473 192,243 196,088 200,009 204,010 208,090 212,252 216,497 220,827 225,243 229,748 234,343 239,030 243,810 248,687 5,580,334 Trophy CLUB MUD 1 1,017,435 - - 34,106 51,159 68,211 69,576 70,967 72,387 73,834 75,311 76,817 78,353 79,921 81,519 83,149 84,812 86,509 88,239 90,004 91,804 93,640 95,512 97,423 99,371 101,359 103,386 105,453 107,563 109,714 111,908 114,146 116,429 2,612,580 Total 23,653,925 - - 840,484 1,260,726 1,680,968 1,714,588 1,748,879 1,783,857 1,819,534 1,855,925 1,893,043 1,930,904 1,969,522 2,008,913 2,049,091 2,090,073 2,131,874 2,174,512 2,218,002 2,262,362 2,307,609 2,353,761 2,400,837 2,448,853 2,497,830 2,547,787 2,598,743 2,650,718 2,703,732 2,757,807 2,812,963 2,869,222 64,383,120 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Town Council Page 38 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 17 Financial Feasibility Analysis PARTICIPATION REAL PROPERTY Taxable Value - - 24,724,300 37,086,450 49,448,600 50,437,572 51,446,323 52,475,250 53,524,755 54,595,250 55,687,155 56,800,898 57,936,916 59,095,654 60,277,567 61,483,119 62,712,781 63,967,037 65,246,378 66,551,305 67,882,331 69,239,978 70,624,777 72,037,273 73,478,018 74,947,579 76,446,530 77,975,461 79,534,970 81,125,670 82,748,183 84,403,147 PV GROSS Trophy Club 2,209,614 - - 74,069 111,104 148,138 151,101 154,123 157,205 160,349 163,556 166,828 170,164 173,567 177,039 180,580 184,191 187,875 191,632 195,465 199,374 203,362 207,429 211,578 215,809 220,125 224,528 229,019 233,599 238,271 243,036 247,897 252,855 5,673,869 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 1,260,865 - - 42,266 63,399 84,532 86,222 87,947 89,706 91,500 93,330 95,196 97,100 99,042 101,023 103,044 105,104 107,206 109,351 111,538 113,768 116,044 118,365 120,732 123,147 125,609 128,122 130,684 133,298 135,964 138,683 141,457 144,286 3,237,662 Trophy CLUB MUD 1 590,307 - - 19,788 29,682 39,576 40,367 41,175 41,998 42,838 43,695 44,569 45,460 46,369 47,297 48,243 49,207 50,192 51,195 52,219 53,264 54,329 55,416 56,524 57,654 58,807 59,984 61,183 62,407 63,655 64,928 66,227 67,551 1,515,797 Total 3,830,930 - - 136,123 204,184 272,245 277,690 283,244 288,909 294,687 300,581 306,593 312,724 318,979 325,358 331,866 338,503 345,273 352,178 359,222 366,406 373,735 381,209 388,833 396,610 404,542 412,633 420,886 429,304 437,890 446,647 455,580 464,692 10,427,328 PERSONAL PROPERTY Taxable Value - - 844,120 1,266,180 1,688,240 1,722,005 1,756,445 1,791,574 1,827,405 1,863,953 1,901,232 1,939,257 1,978,042 2,017,603 2,057,955 2,099,114 2,141,097 2,183,918 2,227,597 2,272,149 2,317,592 2,363,944 2,411,222 2,459,447 2,508,636 2,558,809 2,609,985 2,662,184 2,715,428 2,769,737 2,825,131 2,881,634 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - 11,724,300 17,586,450 23,448,600 23,917,572 24,395,923 24,883,842 25,381,519 25,889,149 26,406,932 26,935,071 27,473,772 28,023,248 28,583,713 29,155,387 29,738,495 30,333,264 30,939,930 31,558,728 32,189,903 32,833,701 33,490,375 34,160,182 34,843,386 35,540,254 36,251,059 36,976,080 37,715,602 38,469,914 39,239,312 40,024,098 PV GROSS Total 874,393 - - 29,310.75 43,966.13 58,621.50 59,793.93 60,989.81 62,209.60 63,453.80 64,722.87 66,017.33 67,337.68 68,684.43 70,058.12 71,459.28 72,888.47 74,346.24 75,833.16 77,349.82 78,896.82 80,474.76 82,084.25 83,725.94 85,400.46 87,108.47 88,850.63 90,627.65 92,440.20 94,289.00 96,174.78 98,098.28 100,060.25 2,245,274 SUMMARY PV GROSS Trophy Club 3,084,006 - - 103,380 155,070 206,760 210,895 215,113 219,415 223,803 228,279 232,845 237,502 242,252 247,097 252,039 257,080 262,221 267,466 272,815 278,271 283,837 289,513 295,304 301,210 307,234 313,379 319,646 326,039 332,560 339,211 345,995 352,915 7,919,144 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 1,260,865 - - 42,266 63,399 84,532 86,222 87,947 89,706 91,500 93,330 95,196 97,100 99,042 101,023 103,044 105,104 107,206 109,351 111,538 113,768 116,044 118,365 120,732 123,147 125,609 128,122 130,684 133,298 135,964 138,683 141,457 144,286 3,237,662 Trophy CLUB MUD 1 590,307 - - 19,788 29,682 39,576 40,367 41,175 41,998 42,838 43,695 44,569 45,460 46,369 47,297 48,243 49,207 50,192 51,195 52,219 53,264 54,329 55,416 56,524 57,654 58,807 59,984 61,183 62,407 63,655 64,928 66,227 67,551 1,515,797 Total 4,655,829 - - 165,433 248,150 330,867 337,484 344,234 351,119 358,141 365,304 372,610 380,062 387,663 395,417 403,325 411,391 419,619 428,012 436,572 445,303 454,209 463,294 472,559 482,011 491,651 501,484 511,513 521,744 532,179 542,822 553,679 564,752 12,672,603 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 7,719,556 - - 258,769 388,154 517,539 527,889 538,447 549,216 560,200 571,404 582,833 594,489 606,379 618,507 630,877 643,494 656,364 669,491 682,881 696,539 710,470 724,679 739,173 753,956 769,035 784,416 800,104 816,106 832,428 849,077 866,059 883,380 19,822,356 Northwest ISD 11,078,975 - - 371,381 557,072 742,763 757,618 772,770 788,226 803,990 820,070 836,471 853,201 870,265 887,670 905,423 923,532 942,003 960,843 980,059 999,661 1,019,654 1,040,047 1,060,848 1,082,065 1,103,706 1,125,780 1,148,296 1,171,262 1,194,687 1,218,581 1,242,952 1,267,811 28,448,707 Denton County 912,323 - - 30,582 45,873 61,164 62,388 63,635 64,908 66,206 67,530 68,881 70,259 71,664 73,097 74,559 76,050 77,571 79,123 80,705 82,319 83,966 85,645 87,358 89,105 90,887 92,705 94,559 96,450 98,379 100,347 102,354 104,401 2,342,672 Trophy CLUB MUD 1 427,128 - - 14,318 21,477 28,636 29,208 29,793 30,388 30,996 31,616 32,248 32,893 33,551 34,222 34,907 35,605 36,317 37,043 37,784 38,540 39,311 40,097 40,899 41,717 42,551 43,402 44,270 45,156 46,059 46,980 47,920 48,878 1,096,783 Total 18,998,096 - - 675,051 1,012,576 1,350,101 1,377,103 1,404,645 1,432,738 1,461,393 1,490,621 1,520,433 1,550,842 1,581,859 1,613,496 1,645,766 1,678,681 1,712,255 1,746,500 1,781,430 1,817,059 1,853,400 1,890,468 1,928,277 1,966,843 2,006,180 2,046,303 2,087,229 2,128,974 2,171,553 2,214,984 2,259,284 2,304,470 51,710,517 Town Council Page 39 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 18 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 SALES TAX RATE 0.0200000 12.50%0.0025000 Block C + H AREA Year SF/UNIT $/SF or $/Unit TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2020 13,765 300.00$ 4,129,500$ 20.00$ 275,300$ 300.00$ 4,129,500$ Office 2018 160,000 300$ 48,000,000$ 10$ 1,600,000$ -$ -$ Hotel 2019 200 90,000$ 18,000,000$ -$ -$ 3,000.00$ 600,000$ TOTAL 70,129,500.00 1,875,300.00 4,729,500.00 ►OUTPUT TOTAL TAX REVENUE TOTAL REAL PROPERTY PERSONAL PROPERTY SALES Trophy Club 25.1%16,437,212$ =12,743,034$ +341,959$ +3,352,220$ Northwest ISD 58.1%38,065,195$ =37,070,411$ +994,784$ +-$ Denton County 11.4%7,466,648$ =7,271,517$ +195,131$ +-$ Trophy CLUB MUD 1 5.3%3,495,708 =3,404,353$ +91,356$ +-$ 1 6546476350.0%6048931453.6%162322937.3%335221959.1% 100.0%92.4%2.5%5.1% TOTAL PARTICIPATION TOTAL REAL PROPERTY PERSONAL PROPERTY SALES Trophy Club 55.7%8,064,848$ =7,645,820$ +-$ +419,027$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 30.2%4,362,910$ =4,362,910$ +-$ +-$ Trophy CLUB MUD 1 14.1%2,042,612$ =2,042,612$ +-$ +-$ 1 1447036957.8%1405134212.9%0.0%41902744.9% 100.0%97.1%0.0%2.9% NET BENEFIT TOTAL REAL PROPERTY PERSONAL PROPERTY SALES Trophy Club 16.4%8,372,365$ =5,097,213$ +341,959$ +2,933,192$ Northwest ISD 74.6%38,065,195$ =37,070,411$ +994,784$ +-$ Denton County 6.1%3,103,738$ =2,908,607$ +195,131$ +-$ Trophy CLUB MUD 1 2.8%1,453,097$ =1,361,741$ +91,356$ +-$ 1 5099439392.2%4643797240.7%162322937.3%293319214.2% 30 YEAR - BLOCK C + H : INPUT & OUTPUT PARTICIPATION PARTICIPATION REAL PROPERTY PERSONAL PROPERTY SALES Town Council Page 40 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 19 Financial Feasibility Analysis Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - - - 24,000,000 49,500,000 70,129,500 71,532,090 72,962,732 74,421,986 75,910,426 77,428,635 78,977,207 80,556,752 82,167,887 83,811,244 85,487,469 87,197,219 88,941,163 90,719,986 92,534,386 94,385,074 96,272,775 98,198,231 100,162,195 102,165,439 104,208,748 106,292,923 108,418,781 110,587,157 112,798,900 115,054,878 117,355,976 PV GROSS Trophy Club 4,776,017 - - - 119,832 247,154 350,157 357,160 364,303 371,589 379,021 386,601 394,333 402,220 410,264 418,470 426,839 435,376 444,083 452,965 462,024 471,265 480,690 490,304 500,110 510,112 520,314 530,721 541,335 552,162 563,205 574,469 585,958 12,743,034 Northwest ISD 13,893,780 - - - 348,600 718,988 1,018,631 1,039,004 1,059,784 1,080,979 1,102,599 1,124,651 1,147,144 1,170,087 1,193,489 1,217,358 1,241,705 1,266,540 1,291,870 1,317,708 1,344,062 1,370,943 1,398,362 1,426,329 1,454,856 1,483,953 1,513,632 1,543,905 1,574,783 1,606,278 1,638,404 1,671,172 1,704,596 37,070,411 Denton County 2,725,323 - - - 68,379 141,032 199,809 203,805 207,881 212,039 216,279 220,605 225,017 229,517 234,108 238,790 243,566 248,437 253,406 258,474 263,643 268,916 274,295 279,781 285,376 291,084 296,905 302,843 308,900 315,078 321,380 327,807 334,364 7,271,517 Trophy CLUB MUD 1 1,275,932 - - - 32,014 66,028 93,546 95,417 97,325 99,271 101,257 103,282 105,348 107,455 109,604 111,796 114,032 116,312 118,639 121,011 123,432 125,900 128,418 130,987 133,606 136,278 139,004 141,784 144,620 147,512 150,462 153,472 156,541 3,404,353 Total 21,387,785 - - - 568,825 1,173,201 1,662,142 1,695,385 1,729,293 1,763,878 1,799,156 1,835,139 1,871,842 1,909,279 1,947,464 1,986,414 2,026,142 2,066,665 2,107,998 2,150,158 2,193,161 2,237,024 2,281,765 2,327,400 2,373,948 2,421,427 2,469,856 2,519,253 2,569,638 2,621,031 2,673,451 2,726,920 2,781,459 60,489,315 % OCCUPIED 0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - - - 800,000 1,406,475 1,875,300 1,912,806 1,951,062 1,990,083 2,029,885 2,070,483 2,111,892 2,154,130 2,197,213 2,241,157 2,285,980 2,331,700 2,378,334 2,425,901 2,474,419 2,523,907 2,574,385 2,625,873 2,678,390 2,731,958 2,786,597 2,842,329 2,899,176 2,957,159 3,016,302 3,076,628 3,138,161 PV GROSS Trophy Club 128,704 - - - 3,994 7,023 9,363 9,551 9,742 9,936 10,135 10,338 10,545 10,756 10,971 11,190 11,414 11,642 11,875 12,113 12,355 12,602 12,854 13,111 13,373 13,641 13,913 14,192 14,476 14,765 15,060 15,362 15,669 341,959 Northwest ISD 374,410 - - - 11,620 20,429 27,239 27,784 28,339 28,906 29,484 30,074 30,675 31,289 31,915 32,553 33,204 33,868 34,545 35,236 35,941 36,660 37,393 38,141 38,904 39,682 40,475 41,285 42,111 42,953 43,812 44,688 45,582 994,784 Denton County 73,442 - - - 2,279 4,007 5,343 5,450 5,559 5,670 5,783 5,899 6,017 6,137 6,260 6,385 6,513 6,643 6,776 6,912 7,050 7,191 7,335 7,481 7,631 7,784 7,939 8,098 8,260 8,425 8,594 8,766 8,941 195,131 Trophy CLUB MUD 1 34,384 - - - 1,067 1,876 2,501 2,551 2,603 2,655 2,708 2,762 2,817 2,873 2,931 2,989 3,049 3,110 3,172 3,236 3,301 3,367 3,434 3,503 3,573 3,644 3,717 3,791 3,867 3,945 4,023 4,104 4,186 91,356 Total 576,358 - - - 18,961 33,335 44,447 45,335 46,242 47,167 48,110 49,073 50,054 51,055 52,076 53,118 54,180 55,264 56,369 57,496 58,646 59,819 61,016 62,236 63,481 64,750 66,045 67,366 68,713 70,088 71,490 72,919 74,378 1,623,229 % OCCUPIED 0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - - - - 450,000 4,729,500 4,824,090 4,920,572 5,018,983 5,119,363 5,221,750 5,326,185 5,432,709 5,541,363 5,652,190 5,765,234 5,880,539 5,998,150 6,118,113 6,240,475 6,365,284 6,492,590 6,622,442 6,754,891 6,889,988 7,027,788 7,168,344 7,311,711 7,457,945 7,607,104 7,759,246 7,914,431 PV GROSS Total 1,148,340 - - - - 9,000 94,590 96,482 98,411 100,380 102,387 104,435 106,524 108,654 110,827 113,044 115,305 117,611 119,963 122,362 124,809 127,306 129,852 132,449 135,098 137,800 140,556 143,367 146,234 149,159 152,142 155,185 158,289 3,352,220 SUMMARY PV GROSS Trophy Club 6,121,961 - - - 123,826 263,176 454,110 463,192 472,456 481,905 491,543 501,374 511,402 521,630 532,062 542,703 553,558 564,629 575,921 587,440 599,188 611,172 623,396 635,864 648,581 661,552 674,784 688,279 702,045 716,086 730,407 745,016 759,916 16,437,212 Northwest ISD 14,268,189 - - - 360,220 739,417 1,045,870 1,066,787 1,088,123 1,109,885 1,132,083 1,154,725 1,177,819 1,201,376 1,225,403 1,249,911 1,274,909 1,300,408 1,326,416 1,352,944 1,380,003 1,407,603 1,435,755 1,464,470 1,493,760 1,523,635 1,554,107 1,585,190 1,616,893 1,649,231 1,682,216 1,715,860 1,750,177 38,065,195 Denton County 2,798,765 - - - 70,659 145,040 205,152 209,255 213,440 217,709 222,063 226,504 231,034 235,655 240,368 245,175 250,079 255,080 260,182 265,386 270,693 276,107 281,629 287,262 293,007 298,867 304,845 310,942 317,160 323,504 329,974 336,573 343,305 7,466,648 Trophy CLUB MUD 1 1,310,316 - - - 33,081 67,904 96,047 97,968 99,928 101,926 103,965 106,044 108,165 110,328 112,535 114,785 117,081 119,423 121,811 124,247 126,732 129,267 131,852 134,489 137,179 139,923 142,721 145,576 148,487 151,457 154,486 157,576 160,727 3,495,708 Total 23,112,483 - - - 587,786 1,215,536 1,801,179 1,837,202 1,873,946 1,911,425 1,949,654 1,988,647 2,028,420 2,068,988 2,110,368 2,152,575 2,195,627 2,239,539 2,284,330 2,330,017 2,376,617 2,424,149 2,472,632 2,522,085 2,572,527 2,623,977 2,676,457 2,729,986 2,784,586 2,840,277 2,897,083 2,955,024 3,014,125 65,464,764 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Town Council Page 41 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 20 PARTICIPATION REAL PROPERTY Taxable Value - - - 24,000,000 49,500,000 70,129,500 71,532,090 72,962,732 74,421,986 75,910,426 77,428,635 78,977,207 80,556,752 82,167,887 83,811,244 85,487,469 87,197,219 88,941,163 90,719,986 92,534,386 94,385,074 96,272,775 98,198,231 100,162,195 102,165,439 104,208,748 106,292,923 108,418,781 110,587,157 112,798,900 115,054,878 117,355,976 PV GROSS Trophy Club 2,865,610 - - - 71,899 148,292 210,094 214,296 218,582 222,953 227,412 231,961 236,600 241,332 246,159 251,082 256,103 261,225 266,450 271,779 277,215 282,759 288,414 294,182 300,066 306,067 312,189 318,432 324,801 331,297 337,923 344,681 351,575 7,645,820 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 1,635,194 - - - 41,028 84,619 119,885 122,283 124,729 127,223 129,768 132,363 135,010 137,710 140,465 143,274 146,139 149,062 152,043 155,084 158,186 161,350 164,577 167,868 171,226 174,650 178,143 181,706 185,340 189,047 192,828 196,684 200,618 4,362,910 Trophy CLUB MUD 1 765,559 - - - 19,208 39,617 56,127 57,250 58,395 59,563 60,754 61,969 63,209 64,473 65,762 67,077 68,419 69,787 71,183 72,607 74,059 75,540 77,051 78,592 80,164 81,767 83,402 85,070 86,772 88,507 90,277 92,083 93,925 2,042,612 Total 4,968,267 - - - 132,135 272,528 386,107 393,829 401,705 409,739 417,934 426,293 434,819 443,515 452,385 461,433 470,662 480,075 489,677 499,470 509,460 519,649 530,042 540,643 551,455 562,484 573,734 585,209 596,913 608,851 621,028 633,449 646,118 14,051,342 PERSONAL PROPERTY Taxable Value - - - 800,000 1,406,475 1,875,300 1,912,806 1,951,062 1,990,083 2,029,885 2,070,483 2,111,892 2,154,130 2,197,213 2,241,157 2,285,980 2,331,700 2,378,334 2,425,901 2,474,419 2,523,907 2,574,385 2,625,873 2,678,390 2,731,958 2,786,597 2,842,329 2,899,176 2,957,159 3,016,302 3,076,628 3,138,161 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - - - 450,000 4,729,500 4,824,090 4,920,572 5,018,983 5,119,363 5,221,750 5,326,185 5,432,709 5,541,363 5,652,190 5,765,234 5,880,539 5,998,150 6,118,113 6,240,475 6,365,284 6,492,590 6,622,442 6,754,891 6,889,988 7,027,788 7,168,344 7,311,711 7,457,945 7,607,104 7,759,246 7,914,431 PV GROSS Total 143,543 - - - - 1,125 11,824 12,060 12,301 12,547 12,798 13,054 13,315 13,582 13,853 14,130 14,413 14,701 14,995 15,295 15,601 15,913 16,231 16,556 16,887 17,225 17,569 17,921 18,279 18,645 19,018 19,398 19,786 419,027 SUMMARY - PV GROSS Trophy Club 3,017,765 - - - 71,899 149,417 221,918 226,356 230,883 235,501 240,211 245,015 249,915 254,914 260,012 265,212 270,516 275,927 281,445 287,074 292,816 298,672 304,645 310,738 316,953 323,292 329,758 336,353 343,080 349,942 356,941 364,080 371,361 8,064,848 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 1,635,194 - - - 41,028 84,619 119,885 122,283 124,729 127,223 129,768 132,363 135,010 137,710 140,465 143,274 146,139 149,062 152,043 155,084 158,186 161,350 164,577 167,868 171,226 174,650 178,143 181,706 185,340 189,047 192,828 196,684 200,618 4,362,910 Trophy CLUB MUD 1 765,559 - - - 19,208 39,617 56,127 57,250 58,395 59,563 60,754 61,969 63,209 64,473 65,762 67,077 68,419 69,787 71,183 72,607 74,059 75,540 77,051 78,592 80,164 81,767 83,402 85,070 86,772 88,507 90,277 92,083 93,925 2,042,612 Total 5,111,810 - - - 132,135 273,653 397,930 405,889 414,007 422,287 430,733 439,347 448,134 457,097 466,239 475,564 485,075 494,776 504,672 514,765 525,061 535,562 546,273 557,199 568,343 579,709 591,304 603,130 615,192 627,496 640,046 652,847 665,904 14,470,370 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 3,104,196 - - - 51,927 113,759 232,192 236,836 241,573 246,404 251,332 256,359 261,486 266,716 272,050 277,491 283,041 288,702 294,476 300,365 306,373 312,500 318,750 325,125 331,628 338,260 345,025 351,926 358,965 366,144 373,467 380,936 388,555 8,372,365 Northwest ISD 14,268,189 - - - 360,220 739,417 1,045,870 1,066,787 1,088,123 1,109,885 1,132,083 1,154,725 1,177,819 1,201,376 1,225,403 1,249,911 1,274,909 1,300,408 1,326,416 1,352,944 1,380,003 1,407,603 1,435,755 1,464,470 1,493,760 1,523,635 1,554,107 1,585,190 1,616,893 1,649,231 1,682,216 1,715,860 1,750,177 38,065,195 Denton County 1,163,571 - - - 29,631 60,420 85,266 86,972 88,711 90,485 92,295 94,141 96,024 97,944 99,903 101,901 103,939 106,018 108,139 110,301 112,507 114,757 117,053 119,394 121,782 124,217 126,702 129,236 131,820 134,457 137,146 139,889 142,687 3,103,738 Trophy CLUB MUD 1 544,757 - - - 13,873 28,287 39,920 40,718 41,533 42,363 43,210 44,075 44,956 45,855 46,772 47,708 48,662 49,635 50,628 51,640 52,673 53,727 54,801 55,897 57,015 58,156 59,319 60,505 61,715 62,949 64,208 65,493 66,802 1,453,097 Total 18,000,673 - - - 455,651 941,883 1,403,248 1,431,313 1,459,939 1,489,138 1,518,921 1,549,299 1,580,285 1,611,891 1,644,129 1,677,012 1,710,552 1,744,763 1,779,658 1,815,251 1,851,556 1,888,587 1,926,359 1,964,886 2,004,184 2,044,268 2,085,153 2,126,856 2,169,393 2,212,781 2,257,037 2,302,177 2,348,221 50,994,394 Town Council Page 42 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 21 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 Sales Tax Rate 0.0200000 12.50%0.0025000 Block D AREA Year SF/UNITS $ / SF TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2019 17,054 300.00$ 5,116,200$ 20.00$ 341,080$ 300.00$ 5,116,200$ TOTAL 17,054 5,116,200 341,080 5,116,200 OUTPUT ► TOTAL TAX REVENUE TOTAL Trophy Club 55.9%4,524,779$ =892,061$ +59,471$ +3,573,247$ Northwest ISD 34.2%2,768,075$ =2,595,070$ +173,005$ +-$ Denton County 6.7%542,970$ =509,034$ +33,936$ +-$ Trophy CLUB MUD 1 3.1%254,206$ =238,318$ +15,888$ +-$ 100.0%8,090,029 4,234,483$ 282,299$ 3,573,247$ 100.0%52.3%3.5%44.2% TOTAL PARTICIPATION TOTAL Trophy Club 68.6%981,892$ =535,237$ +-$ +446,656$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 21.4%305,420$ =305,420$ +-$ +-$ Trophy CLUB MUD 1 10.0%142,991$ =142,991$ +-$ +-$ 100.0%1,430,303$ 983,648$ -$ 446,656$ 100.0%68.8%0.0%31.2% NET BENEFIT TOTAL Trophy Club 53.2%3,542,886$ =356,824$ +59,471$ +3,126,591$ Northwest ISD 41.6%2,768,075$ =2,595,070$ +173,005$ +-$ Denton County 3.6%237,549$ =203,614$ +33,936$ +-$ Trophy CLUB MUD 1 1.7%111,215$ =95,327$ +15,888$ +-$ 100.0%6,659,725$ 3,250,836$ 282,299$ 3,126,591$ 100.0%48.8%4.2%46.9% 30 YEAR - BLOCK D : INPUT & OUTPUT PARTICIPATION PARTICIPATION REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY REAL PROPERTY PERSONAL PROPERTY SALES PERSONAL PROPERTY SALES Town Council Page 43 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 22 Financial Feasibility Analysis Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - - - 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 PV GROSS Trophy Club 326,117 - - - - 12,773 19,159 25,545 26,056 26,577 27,109 27,651 28,204 28,768 29,343 29,930 30,529 31,139 31,762 32,397 33,045 33,706 34,380 35,068 35,769 36,485 37,215 37,959 38,718 39,492 40,282 41,088 41,910 892,061 Northwest ISD 948,697 - - - - 37,156 55,735 74,313 75,799 77,315 78,861 80,439 82,047 83,688 85,362 87,069 88,811 90,587 92,399 94,247 96,132 98,054 100,015 102,016 104,056 106,137 108,260 110,425 112,633 114,886 117,184 119,527 121,918 2,595,070 Denton County 186,091 - - - - 7,288 10,933 14,577 14,868 15,166 15,469 15,778 16,094 16,416 16,744 17,079 17,421 17,769 18,124 18,487 18,857 19,234 19,618 20,011 20,411 20,819 21,236 21,660 22,094 22,535 22,986 23,446 23,915 509,034 Trophy CLUB MUD 1 87,123 - - - - 3,412 5,118 6,824 6,961 7,100 7,242 7,387 7,535 7,685 7,839 7,996 8,156 8,319 8,485 8,655 8,828 9,005 9,185 9,369 9,556 9,747 9,942 10,141 10,344 10,551 10,762 10,977 11,196 238,318 Total 1,548,028 - - - - 60,630 90,944 121,259 123,684 126,158 128,681 131,255 133,880 136,558 139,289 142,075 144,916 147,814 150,771 153,786 156,862 159,999 163,199 166,463 169,792 173,188 176,652 180,185 183,789 187,464 191,214 195,038 198,939 4,234,483 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - - - - 170,540 255,810 341,080 347,902 354,860 361,957 369,196 376,580 384,111 391,794 399,630 407,622 415,775 424,090 432,572 441,223 450,048 459,049 468,230 477,594 487,146 496,889 506,827 516,963 527,303 537,849 548,606 559,578 PV GROSS Trophy Club 21,741 - - - - 852 1,277 1,703 1,737 1,772 1,807 1,843 1,880 1,918 1,956 1,995 2,035 2,076 2,117 2,160 2,203 2,247 2,292 2,338 2,385 2,432 2,481 2,531 2,581 2,633 2,685 2,739 2,794 59,471 Northwest ISD 63,246 - - - - 2,477 3,716 4,954 5,053 5,154 5,257 5,363 5,470 5,579 5,691 5,805 5,921 6,039 6,160 6,283 6,409 6,537 6,668 6,801 6,937 7,076 7,217 7,362 7,509 7,659 7,812 7,968 8,128 173,005 Denton County 12,406 - - - - 486 729 972 991 1,011 1,031 1,052 1,073 1,094 1,116 1,139 1,161 1,185 1,208 1,232 1,257 1,282 1,308 1,334 1,361 1,388 1,416 1,444 1,473 1,502 1,532 1,563 1,594 33,936 Trophy CLUB MUD 1 5,808 - - - - 227 341 455 464 473 483 492 502 512 523 533 544 555 566 577 589 600 612 625 637 650 663 676 690 703 717 732 746 15,888 Total 103,202 - - - - 4,042 6,063 8,084 8,246 8,411 8,579 8,750 8,925 9,104 9,286 9,472 9,661 9,854 10,051 10,252 10,457 10,667 10,880 11,098 11,319 11,546 11,777 12,012 12,253 12,498 12,748 13,003 13,263 282,299 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - - - - 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 PV GROSS Total 1,306,296 - - - - 51,162 76,743 102,324 104,370 106,458 108,587 110,759 112,974 115,233 117,538 119,889 122,287 124,732 127,227 129,772 132,367 135,014 137,715 140,469 143,278 146,144 149,067 152,048 155,089 158,191 161,355 164,582 167,873 3,573,247 SUMMARY PV GROSS Trophy Club 1,654,154 - - - - 64,786 97,179 129,572 132,164 134,807 137,503 140,253 143,058 145,919 148,838 151,814 154,851 157,948 161,107 164,329 167,615 170,968 174,387 177,875 181,432 185,061 188,762 192,537 196,388 200,316 204,322 208,409 212,577 4,524,779 Northwest ISD 1,011,944 - - - - 39,633 59,450 79,267 80,852 82,469 84,119 85,801 87,517 89,268 91,053 92,874 94,731 96,626 98,559 100,530 102,540 104,591 106,683 108,817 110,993 113,213 115,477 117,787 120,142 122,545 124,996 127,496 130,046 2,768,075 Denton County 198,497 - - - - 7,774 11,661 15,549 15,860 16,177 16,500 16,830 17,167 17,510 17,860 18,218 18,582 18,954 19,333 19,719 20,114 20,516 20,926 21,345 21,772 22,207 22,651 23,104 23,566 24,038 24,519 25,009 25,509 542,970 Trophy CLUB MUD 1 92,932 - - - - 3,640 5,460 7,279 7,425 7,574 7,725 7,880 8,037 8,198 8,362 8,529 8,700 8,874 9,051 9,232 9,417 9,605 9,797 9,993 10,193 10,397 10,605 10,817 11,033 11,254 11,479 11,709 11,943 254,206 Total 2,957,526 - - - - 115,834 173,750 231,667 236,301 241,027 245,847 250,764 255,779 260,895 266,113 271,435 276,864 282,401 288,049 293,810 299,686 305,680 311,794 318,029 324,390 330,878 337,495 344,245 351,130 358,153 365,316 372,622 380,075 8,090,029 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Town Council Page 44 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 23 PARTICIPATION REAL PROPERTY Taxable Value - - - - 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 PV GROSS Trophy Club 195,670 - - - - 7,664 11,495 15,327 15,634 15,946 16,265 16,591 16,922 17,261 17,606 17,958 18,317 18,684 19,057 19,438 19,827 20,224 20,628 21,041 21,462 21,891 22,329 22,775 23,231 23,695 24,169 24,653 25,146 535,237 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 111,655 - - - - 4,373 6,560 8,746 8,921 9,099 9,281 9,467 9,656 9,849 10,046 10,247 10,452 10,661 10,875 11,092 11,314 11,540 11,771 12,006 12,247 12,492 12,741 12,996 13,256 13,521 13,792 14,067 14,349 305,420 Trophy CLUB MUD 1 52,274 - - - - 2,047 3,071 4,095 4,177 4,260 4,345 4,432 4,521 4,611 4,704 4,798 4,894 4,991 5,091 5,193 5,297 5,403 5,511 5,621 5,734 5,848 5,965 6,085 6,206 6,330 6,457 6,586 6,718 142,991 Total 359,599 - - - - 14,084 21,126 28,168 28,731 29,306 29,892 30,490 31,100 31,722 32,356 33,003 33,663 34,336 35,023 35,724 36,438 37,167 37,910 38,668 39,442 40,231 41,035 41,856 42,693 43,547 44,418 45,306 46,212 983,648 PERSONAL PROPERTY Taxable Value - - - - 170,540 255,810 341,080 347,902 354,860 361,957 369,196 376,580 384,111 391,794 399,630 407,622 415,775 424,090 432,572 441,223 450,048 459,049 468,230 477,594 487,146 496,889 506,827 516,963 527,303 537,849 548,606 559,578 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - - - 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 PV GROSS Total 163,287 - - - - 6,395 9,593 12,791 13,046 13,307 13,573 13,845 14,122 14,404 14,692 14,986 15,286 15,592 15,903 16,221 16,546 16,877 17,214 17,559 17,910 18,268 18,633 19,006 19,386 19,774 20,169 20,573 20,984 446,656 SUMMARY PV GROSS Trophy Club 358,957 - - - - 14,059 21,088 28,118 28,680 29,254 29,839 30,435 31,044 31,665 32,298 32,944 33,603 34,275 34,961 35,660 36,373 37,101 37,843 38,599 39,371 40,159 40,962 41,781 42,617 43,469 44,339 45,225 46,130 981,892 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 111,655 - - - - 4,373 6,560 8,746 8,921 9,099 9,281 9,467 9,656 9,849 10,046 10,247 10,452 10,661 10,875 11,092 11,314 11,540 11,771 12,006 12,247 12,492 12,741 12,996 13,256 13,521 13,792 14,067 14,349 305,420 Trophy CLUB MUD 1 52,274 - - - - 2,047 3,071 4,095 4,177 4,260 4,345 4,432 4,521 4,611 4,704 4,798 4,894 4,991 5,091 5,193 5,297 5,403 5,511 5,621 5,734 5,848 5,965 6,085 6,206 6,330 6,457 6,586 6,718 142,991 Total 522,886 - - - - 20,479 30,719 40,958 41,778 42,613 43,465 44,335 45,221 46,126 47,048 47,989 48,949 49,928 50,927 51,945 52,984 54,044 55,125 56,227 57,352 58,499 59,669 60,862 62,079 63,321 64,587 65,879 67,197 1,430,303 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 1,295,197 - - - - 50,727 76,091 101,455 103,484 105,553 107,664 109,818 112,014 114,254 116,539 118,870 121,248 123,673 126,146 128,669 131,242 133,867 136,545 139,275 142,061 144,902 147,800 150,756 153,771 156,847 159,984 163,183 166,447 3,542,886 Northwest ISD 1,011,944 - - - - 39,633 59,450 79,267 80,852 82,469 84,119 85,801 87,517 89,268 91,053 92,874 94,731 96,626 98,559 100,530 102,540 104,591 106,683 108,817 110,993 113,213 115,477 117,787 120,142 122,545 124,996 127,496 130,046 2,768,075 Denton County 86,842 - - - - 3,401 5,102 6,802 6,939 7,077 7,219 7,363 7,511 7,661 7,814 7,970 8,130 8,292 8,458 8,627 8,800 8,976 9,155 9,338 9,525 9,716 9,910 10,108 10,310 10,517 10,727 10,941 11,160 237,549 Trophy CLUB MUD 1 40,658 - - - - 1,592 2,389 3,185 3,248 3,313 3,380 3,447 3,516 3,587 3,658 3,731 3,806 3,882 3,960 4,039 4,120 4,202 4,286 4,372 4,459 4,549 4,640 4,732 4,827 4,924 5,022 5,122 5,225 111,215 Total 2,434,640 - - - - 95,354 143,032 190,709 194,523 198,413 202,382 206,429 210,558 214,769 219,065 223,446 227,915 232,473 237,122 241,865 246,702 251,636 256,669 261,802 267,038 272,379 277,827 283,383 289,051 294,832 300,729 306,743 312,878 6,659,725 Town Council Page 45 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 24 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 Sales Tax Rate 0.0200000 12.50%0.0025000 Block E & F AREA Year SF/UNITS $ / SF TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2019 23,700 300.00$ 7,110,000$ 20.00$ 474,000$ 300.00$ 7,110,000$ Office 2019 12,000 200.00$ 2,400,000$ 10.00$ 120,000$ TOTAL 35,700 9,510,000 594,000 7,110,000 ►OUTPUT TOTAL TAX REVENUE TOTAL Trophy Club 50.5%6,727,487$ =1,658,164$ +103,570$ +4,965,753$ Northwest ISD 38.5%5,125,013$ =4,823,721$ +301,292$ +-$ Denton County 7.5%1,005,293$ =946,193$ +59,100$ +-$ Trophy CLUB MUD 1 3.5%470,654$ =442,985$ +27,669$ +-$ 100.0%13,328,447 7,871,064$ 491,631$ 4,965,753$ 100.0%59.1%3.7%37.3% TOTAL PARTICIPATION TOTAL Trophy Club 66.0%1,615,618$ =994,899$ +-$ +620,719$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 23.2%567,716$ =567,716$ +-$ +-$ Trophy CLUB MUD 1 10.9%265,791$ =265,791$ +-$ +-$ 100.0%2,449,125$ 1,828,406$ -$ 620,719$ 100.0%74.7%0.0%25.3% NET BENEFIT TOTAL Trophy Club 47.0%5,111,869$ =663,266$ +103,570$ +4,345,034$ Northwest ISD 47.1%5,125,013$ =4,823,721$ +301,292$ +-$ Denton County 4.0%437,577$ =378,477$ +59,100$ +-$ Trophy CLUB MUD 1 1.9%204,863$ =177,194$ +27,669$ +-$ 100.0%10,879,323$ 6,042,658$ 491,631$ 4,345,034$ 100.0%55.5%4.5%39.9% REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY PERSONAL PROPERTY SALES 30 YEAR - BLOCK E : INPUT & OUTPUT PARTICIPATION PARTICIPATION REAL PROPERTY PERSONAL PROPERTY SALES Town Council Page 46 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 25 Financial Feasibility Analysis Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - - - 4,755,000 7,132,500 9,510,000 9,700,200 9,894,204 10,092,088 10,293,930 10,499,808 10,709,805 10,924,001 11,142,481 11,365,330 11,592,637 11,824,490 12,060,979 12,302,199 12,548,243 12,799,208 13,055,192 13,316,296 13,582,622 13,854,274 14,131,360 14,413,987 14,702,267 14,996,312 15,296,238 15,602,163 PV GROSS Trophy Club 606,186 - - - - 23,742 35,613 47,483 48,433 49,402 50,390 51,398 52,426 53,474 54,544 55,634 56,747 57,882 59,040 60,220 61,425 62,653 63,906 65,185 66,488 67,818 69,174 70,558 71,969 73,408 74,877 76,374 77,902 1,658,164 Northwest ISD 1,763,440 - - - - 69,066 103,600 138,133 140,895 143,713 146,588 149,519 152,510 155,560 158,671 161,845 165,081 168,383 171,751 175,186 178,689 182,263 185,908 189,627 193,419 197,288 201,233 205,258 209,363 213,550 217,821 222,178 226,621 4,823,721 D enton County 345,906 - - - - 13,548 20,321 27,095 27,637 28,190 28,754 29,329 29,915 30,514 31,124 31,746 32,381 33,029 33,690 34,363 35,051 35,752 36,467 37,196 37,940 38,699 39,473 40,262 41,067 41,889 42,727 43,581 44,453 946,193 Trophy CLUB MUD 1 161,945 - - - - 6,343 9,514 12,685 12,939 13,198 13,462 13,731 14,006 14,286 14,572 14,863 15,160 15,463 15,773 16,088 16,410 16,738 17,073 17,414 17,763 18,118 18,480 18,850 19,227 19,611 20,004 20,404 20,812 442,985 Total 2,877,477 - - - - 112,698 169,048 225,397 229,905 234,503 239,193 243,977 248,856 253,834 258,910 264,088 269,370 274,758 280,253 285,858 291,575 297,406 303,355 309,422 315,610 321,922 328,361 334,928 341,626 348,459 355,428 362,537 369,787 7,871,064 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - - - - 297,000 445,500 594,000 605,880 617,998 630,358 642,965 655,824 668,940 682,319 695,966 709,885 724,083 738,564 753,336 768,402 783,770 799,446 815,435 831,743 848,378 865,346 882,653 900,306 918,312 936,678 955,412 974,520 PV GROSS Trophy Club 37,863 - - - - 1,483 2,224 2,966 3,025 3,086 3,147 3,210 3,275 3,340 3,407 3,475 3,544 3,615 3,688 3,761 3,837 3,913 3,992 4,071 4,153 4,236 4,321 4,407 4,495 4,585 4,677 4,770 4,866 103,570 Northwest ISD 110,145 - - - - 4,314 6,471 8,628 8,800 8,976 9,156 9,339 9,526 9,716 9,911 10,109 10,311 10,517 10,728 10,942 11,161 11,384 11,612 11,844 12,081 12,323 12,569 12,821 13,077 13,338 13,605 13,877 14,155 301,292 Denton County 21,605 - - - - 846 1,269 1,692 1,726 1,761 1,796 1,832 1,869 1,906 1,944 1,983 2,023 2,063 2,104 2,146 2,189 2,233 2,278 2,323 2,370 2,417 2,465 2,515 2,565 2,616 2,669 2,722 2,777 59,100 Trophy CLUB MUD 1 10,115 - - - - 396 594 792 808 824 841 858 875 892 910 928 947 966 985 1,005 1,025 1,045 1,066 1,088 1,109 1,132 1,154 1,177 1,201 1,225 1,249 1,274 1,300 27,669 Total 179,729 - - - - 7,039 10,559 14,078 14,360 14,647 14,940 15,239 15,544 15,855 16,172 16,495 16,825 17,162 17,505 17,855 18,212 18,576 18,948 19,327 19,713 20,107 20,510 20,920 21,338 21,765 22,200 22,644 23,097 491,631 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - - - - 3,555,000 5,332,500 7,110,000 7,252,200 7,397,244 7,545,189 7,696,093 7,850,015 8,007,015 8,167,155 8,330,498 8,497,108 8,667,050 8,840,391 9,017,199 9,197,543 9,381,494 9,569,124 9,760,506 9,955,716 10,154,831 10,357,927 10,565,086 10,776,388 10,991,915 11,211,754 11,435,989 11,664,709 PV GROSS Total 1,815,363 - - - - 71,100 106,650 142,200 145,044 147,945 150,904 153,922 157,000 160,140 163,343 166,610 169,942 173,341 176,808 180,344 183,951 187,630 191,382 195,210 199,114 203,097 207,159 211,302 215,528 219,838 224,235 228,720 233,294 4,965,753 SUMMARY PV GROSS Trophy Club 2,459,412 - - - - 96,325 144,487 192,649 196,502 200,432 204,441 208,530 212,700 216,954 221,293 225,719 230,234 234,838 239,535 244,326 249,212 254,197 259,281 264,466 269,755 275,151 280,654 286,267 291,992 297,832 303,788 309,864 316,062 6,727,487 Northwest ISD 1,873,585 - - - - 73,380 110,070 146,761 149,696 152,690 155,744 158,858 162,036 165,276 168,582 171,953 175,393 178,900 182,478 186,128 189,850 193,647 197,520 201,471 205,500 209,610 213,802 218,079 222,440 226,889 231,427 236,055 240,776 5,125,013 Denton County 367,512 - - - - 14,394 21,591 28,788 29,363 29,951 30,550 31,161 31,784 32,420 33,068 33,729 34,404 35,092 35,794 36,510 37,240 37,985 38,744 39,519 40,310 41,116 41,938 42,777 43,633 44,505 45,395 46,303 47,229 1,005,293 Trophy CLUB MUD 1 172,060 - - - - 6,739 10,108 13,478 13,747 14,022 14,303 14,589 14,880 15,178 15,482 15,791 16,107 16,429 16,758 17,093 17,435 17,784 18,139 18,502 18,872 19,250 19,635 20,027 20,428 20,836 21,253 21,678 22,112 470,654 Total 4,872,570 - - - - 190,838 286,256 381,675 389,309 397,095 405,037 413,138 421,400 429,828 438,425 447,193 456,137 465,260 474,565 484,057 493,738 503,612 513,685 523,958 534,438 545,126 556,029 567,149 578,492 590,062 601,864 613,901 626,179 13,328,447 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Town Council Page 47 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 26 PARTICIPATION REAL PROPERTY Taxable Value - - - - 4,755,000 7,132,500 9,510,000 9,700,200 9,894,204 10,092,088 10,293,930 10,499,808 10,709,805 10,924,001 11,142,481 11,365,330 11,592,637 11,824,490 12,060,979 12,302,199 12,548,243 12,799,208 13,055,192 13,316,296 13,582,622 13,854,274 14,131,360 14,413,987 14,702,267 14,996,312 15,296,238 15,602,163 PV GROSS Trophy Club 363,712 - - - - 14,245 21,368 28,490 29,060 29,641 30,234 30,839 31,455 32,084 32,726 33,381 34,048 34,729 35,424 36,132 36,855 37,592 38,344 39,111 39,893 40,691 41,505 42,335 43,181 44,045 44,926 45,824 46,741 994,899 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 207,544 - - - - 8,129 12,193 16,257 16,582 16,914 17,252 17,597 17,949 18,308 18,674 19,048 19,429 19,817 20,214 20,618 21,030 21,451 21,880 22,318 22,764 23,219 23,684 24,157 24,640 25,133 25,636 26,149 26,672 567,716 Trophy CLUB MUD 1 97,167 - - - - 3,806 5,708 7,611 7,763 7,919 8,077 8,239 8,403 8,571 8,743 8,918 9,096 9,278 9,464 9,653 9,846 10,043 10,244 10,449 10,658 10,871 11,088 11,310 11,536 11,767 12,002 12,242 12,487 265,791 Total 668,423 - - - - 26,179 39,269 52,358 53,406 54,474 55,563 56,675 57,808 58,964 60,143 61,346 62,573 63,825 65,101 66,403 67,731 69,086 70,468 71,877 73,315 74,781 76,276 77,802 79,358 80,945 82,564 84,215 85,900 1,828,406 PERSONAL PROPERTY Taxable Value - - - - 297,000 445,500 594,000 605,880 617,998 630,358 642,965 655,824 668,940 682,319 695,966 709,885 724,083 738,564 753,336 768,402 783,770 799,446 815,435 831,743 848,378 865,346 882,653 900,306 918,312 936,678 955,412 974,520 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - - - 3,555,000 5,332,500 7,110,000 7,252,200 7,397,244 7,545,189 7,696,093 7,850,015 8,007,015 8,167,155 8,330,498 8,497,108 8,667,050 8,840,391 9,017,199 9,197,543 9,381,494 9,569,124 9,760,506 9,955,716 10,154,831 10,357,927 10,565,086 10,776,388 10,991,915 11,211,754 11,435,989 11,664,709 PV GROSS Total 226,920 - - - - 8,888 13,331 17,775 18,131 18,493 18,863 19,240 19,625 20,018 20,418 20,826 21,243 21,668 22,101 22,543 22,994 23,454 23,923 24,401 24,889 25,387 25,895 26,413 26,941 27,480 28,029 28,590 29,162 620,719 SUMMARY PV GROSS Trophy Club 590,632 - - - - 23,133 34,699 46,265 47,190 48,134 49,097 50,079 51,080 52,102 53,144 54,207 55,291 56,397 57,525 58,675 59,849 61,046 62,267 63,512 64,782 66,078 67,399 68,747 70,122 71,525 72,955 74,414 75,903 1,615,618 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 207,544 - - - - 8,129 12,193 16,257 16,582 16,914 17,252 17,597 17,949 18,308 18,674 19,048 19,429 19,817 20,214 20,618 21,030 21,451 21,880 22,318 22,764 23,219 23,684 24,157 24,640 25,133 25,636 26,149 26,672 567,716 Trophy CLUB MUD 1 97,167 - - - - 3,806 5,708 7,611 7,763 7,919 8,077 8,239 8,403 8,571 8,743 8,918 9,096 9,278 9,464 9,653 9,846 10,043 10,244 10,449 10,658 10,871 11,088 11,310 11,536 11,767 12,002 12,242 12,487 265,791 Total 895,343 - - - - 35,067 52,600 70,133 71,536 72,967 74,426 75,915 77,433 78,982 80,561 82,173 83,816 85,492 87,202 88,946 90,725 92,540 94,390 96,278 98,204 100,168 102,171 104,215 106,299 108,425 110,593 112,805 115,061 2,449,125 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 1,868,780 - - - - 73,192 109,788 146,384 149,312 152,298 155,344 158,451 161,620 164,852 168,149 171,512 174,943 178,442 182,010 185,651 189,364 193,151 197,014 200,954 204,973 209,073 213,254 217,519 221,870 226,307 230,833 235,450 240,159 5,111,869 Northwest ISD 1,873,585 - - - - 73,380 110,070 146,761 149,696 152,690 155,744 158,858 162,036 165,276 168,582 171,953 175,393 178,900 182,478 186,128 189,850 193,647 197,520 201,471 205,500 209,610 213,802 218,079 222,440 226,889 231,427 236,055 240,776 5,125,013 Denton County 159,968 - - - - 6,265 9,398 12,531 12,781 13,037 13,297 13,563 13,835 14,111 14,394 14,681 14,975 15,275 15,580 15,892 16,210 16,534 16,864 17,202 17,546 17,897 18,255 18,620 18,992 19,372 19,759 20,155 20,558 437,577 Trophy CLUB MUD 1 74,893 - - - - 2,933 4,400 5,866 5,984 6,103 6,226 6,350 6,477 6,607 6,739 6,874 7,011 7,151 7,294 7,440 7,589 7,741 7,896 8,053 8,215 8,379 8,546 8,717 8,892 9,069 9,251 9,436 9,625 204,863 Total 3,977,227 - - - - 155,771 233,656 311,542 317,773 324,128 330,611 337,223 343,967 350,847 357,864 365,021 372,321 379,768 387,363 395,110 403,013 411,073 419,294 427,680 436,234 444,958 453,858 462,935 472,193 481,637 491,270 501,095 511,117 10,879,323 Town Council Page 48 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 27 Financial Feasibility Analysis TAXABLE BASE YEAR GROWTH 2% DISCOUNT RATE 6% Trophy Club 0.4993000 100% 0.4993000 Trophy Club 0.4993000 100% 0.4993000 Northwest ISD 1.4525000 100% 1.4525000 Northwest ISD 1.4525000 100% 1.4525000 Denton County 0.2849140 100% 0.2849140 Denton County 0.2849140 100% 0.2849140 Trophy CLUB MUD 1 0.1333900 100% 0.1333900 Trophy CLUB MUD 1 0.1333900 100% 0.1333900 2.3701040 2.3701040 2.3701040 2.3701040 BASE YEAR 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 FY ENDING SEPTEMBER 30TH 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 TOTALS BASE YEAR Trophy Club 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Northwest ISD 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Denton County 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Trophy CLUB MUD 1 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 TAXABLE VALUE Trophy Club 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Northwest ISD 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Denton County 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Trophy CLUB MUD 1 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 TAXABLE VALUE INCREMENT Trophy Club 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Northwest ISD 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Denton County 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Trophy CLUB MUD 1 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 REVENUE A TAXABLE VALUE GROWTH Trophy Club 558 1,127 1,708 2,300 2,905 3,521 4,149 4,790 5,444 6,111 6,792 7,486 8,193 8,915 9,652 10,403 11,169 11,951 12,748 13,561 14,390 15,236 16,099 16,979 17,877 18,793 19,727 20,679 21,651 22,642 23,653 24,684 365,895 Trophy Club Northwest ISD 1,624 3,280 4,969 6,692 8,449 10,242 12,071 13,936 15,838 17,778 19,757 21,776 23,835 25,936 28,078 30,263 32,492 34,766 37,085 39,450 41,863 44,323 46,833 49,394 52,005 54,669 57,386 60,157 62,984 65,867 68,808 71,808 1,064,416 Northwest ISD Denton County 318 643 975 1,313 1,657 2,009 2,368 2,734 3,107 3,487 3,876 4,272 4,675 5,087 5,508 5,936 6,373 6,819 7,274 7,738 8,212 8,694 9,187 9,689 10,201 10,724 11,257 11,800 12,355 12,920 13,497 14,085 208,790 Denton County Trophy CLUB MUD 1 149 301 456 615 776 941 1,108 1,280 1,454 1,633 1,814 2,000 2,189 2,382 2,579 2,779 2,984 3,193 3,406 3,623 3,844 4,070 4,301 4,536 4,776 5,021 5,270 5,525 5,784 6,049 6,319 6,594 97,750 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL A 525,809 2,649 5,352 8,108 10,920 13,787 16,712 19,696 22,739 25,843 29,010 32,239 35,533 38,893 42,320 45,816 49,382 53,019 56,729 60,512 64,372 68,309 72,324 76,420 80,598 84,859 89,206 93,639 98,161 102,774 107,479 112,278 117,172 1,736,851 REVENUE #1 - BLOCK A REAL PROPERTY TAX 0 0 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 BUSINESS PERSONAL PROPERTY 0 0 383,000 766,000 781,320 796,946 812,885 829,143 845,726 862,640 879,893 897,491 915,441 933,750 952,425 971,473 990,903 1,010,721 1,030,935 1,051,554 1,072,585 1,094,037 1,115,917 1,138,236 1,161,000 1,184,220 1,207,905 1,232,063 1,256,704 1,281,838 1,307,475 1,333,625 Trophy Club 0 0 30,597 61,194 62,418 63,666 64,940 66,239 67,563 68,915 70,293 71,699 73,133 74,595 76,087 77,609 79,161 80,744 82,359 84,007 85,687 87,400 89,148 90,931 92,750 94,605 96,497 98,427 100,396 102,403 104,452 106,541 2,404,457 Trophy Club Northwest ISD 0 0 89,009 178,018 181,579 185,210 188,915 192,693 196,547 200,478 204,487 208,577 212,748 217,003 221,344 225,770 230,286 234,891 239,589 244,381 249,269 254,254 259,339 264,526 269,816 275,213 280,717 286,331 292,058 297,899 303,857 309,934 6,994,741 Northwest ISD Denton County 0 0 17,460 34,919 35,617 36,330 37,056 37,798 38,553 39,325 40,111 40,913 41,732 42,566 43,417 44,286 45,172 46,075 46,996 47,936 48,895 49,873 50,870 51,888 52,926 53,984 55,064 56,165 57,288 58,434 59,603 60,795 1,372,048 Denton County Trophy CLUB MUD 1 0 0 8,174 16,348 16,675 17,009 17,349 17,696 18,050 18,411 18,779 19,155 19,538 19,928 20,327 20,734 21,148 21,571 22,003 22,443 22,892 23,349 23,816 24,293 24,779 25,274 25,780 26,295 26,821 27,358 27,905 28,463 642,360 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #1 4,220,902 0 0 145,240 290,480 296,290 302,215 308,260 314,425 320,713 327,128 333,670 340,344 347,150 354,093 361,175 368,399 375,767 383,282 390,948 398,767 406,742 414,877 423,174 431,638 440,271 449,076 458,058 467,219 476,563 486,094 495,816 505,733 11,413,606 REVENUE #2 - BLOCK B REAL PROPERTY TAX 0 0 24,724,300 37,086,450 49,448,600 50,437,572 51,446,323 52,475,250 53,524,755 54,595,250 55,687,155 56,800,898 57,936,916 59,095,654 60,277,567 61,483,119 62,712,781 63,967,037 65,246,378 66,551,305 67,882,331 69,239,978 70,624,777 72,037,273 73,478,018 74,947,579 76,446,530 77,975,461 79,534,970 81,125,670 82,748,183 84,403,147 BUSINESS PERSONAL PROPERTY 0 0 844,120 1,266,180 1,688,240 1,722,005 1,756,445 1,791,574 1,827,405 1,863,953 1,901,232 1,939,257 1,978,042 2,017,603 2,057,955 2,099,114 2,141,097 2,183,918 2,227,597 2,272,149 2,317,592 2,363,944 2,411,222 2,459,447 2,508,636 2,558,809 2,609,985 2,662,184 2,715,428 2,769,737 2,825,131 2,881,634 Trophy Club 0 0 127,663 191,495 255,326 260,433 265,641 270,954 276,373 281,901 287,539 293,290 299,155 305,138 311,241 317,466 323,815 330,292 336,898 343,636 350,508 357,518 364,669 371,962 379,401 386,989 394,729 402,624 410,676 418,890 427,268 435,813 9,779,304 Trophy Club Northwest ISD 0 0 371,381 557,072 742,763 757,618 772,770 788,226 803,990 820,070 836,471 853,201 870,265 887,670 905,423 923,532 942,003 960,843 980,059 999,661 1,019,654 1,040,047 1,060,848 1,082,065 1,103,706 1,125,780 1,148,296 1,171,262 1,194,687 1,218,581 1,242,952 1,267,811 28,448,707 Northwest ISD Denton County 0 0 72,848 109,272 145,696 148,610 151,582 154,614 157,706 160,860 164,077 167,359 170,706 174,120 177,603 181,155 184,778 188,473 192,243 196,088 200,009 204,010 208,090 212,252 216,497 220,827 225,243 229,748 234,343 239,030 243,810 248,687 5,580,334 Denton County Trophy CLUB MUD 1 0 0 34,106 51,159 68,211 69,576 70,967 72,387 73,834 75,311 76,817 78,353 79,921 81,519 83,149 84,812 86,509 88,239 90,004 91,804 93,640 95,512 97,423 99,371 101,359 103,386 105,453 107,563 109,714 111,908 114,146 116,429 2,612,580 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #2 17,054,735 0 0 605,998 908,997 1,211,996 1,236,236 1,260,961 1,286,180 1,311,904 1,338,142 1,364,905 1,392,203 1,420,047 1,448,448 1,477,417 1,506,965 1,537,104 1,567,846 1,599,203 1,631,187 1,663,811 1,697,087 1,731,029 1,765,650 1,800,963 1,836,982 1,873,722 1,911,196 1,949,420 1,988,408 2,028,177 2,068,740 46,420,925 30 YEAR - TOTAL REVENUE GENERATED OVERVIEW REAL PROPERTY TAX BUSINESS PERSONAL PROPERTY TAX Town Council Page 49 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 28 Financial Feasibility Analysis REVENUE #3 - BLOCK C REAL PROPERTY TAX 0 0 0 24,000,000 49,500,000 70,129,500 71,532,090 72,962,732 74,421,986 75,910,426 77,428,635 78,977,207 80,556,752 82,167,887 83,811,244 85,487,469 87,197,219 88,941,163 90,719,986 92,534,386 94,385,074 96,272,775 98,198,231 100,162,195 102,165,439 104,208,748 106,292,923 108,418,781 110,587,157 112,798,900 115,054,878 117,355,976 BUSINESS PERSONAL PROPERTY 0 0 0 800,000 1,406,475 1,875,300 1,912,806 1,951,062 1,990,083 2,029,885 2,070,483 2,111,892 2,154,130 2,197,213 2,241,157 2,285,980 2,331,700 2,378,334 2,425,901 2,474,419 2,523,907 2,574,385 2,625,873 2,678,390 2,731,958 2,786,597 2,842,329 2,899,176 2,957,159 3,016,302 3,076,628 3,138,161 Trophy Club 0 0 0 123,826 254,176 359,520 366,710 374,045 381,525 389,156 396,939 404,878 412,975 421,235 429,660 438,253 447,018 455,958 465,077 474,379 483,867 493,544 503,415 513,483 523,753 534,228 544,912 555,811 566,927 578,265 589,831 601,627 13,084,993 Northwest ISD 0 0 0 360,220 739,417 1,045,870 1,066,787 1,088,123 1,109,885 1,132,083 1,154,725 1,177,819 1,201,376 1,225,403 1,249,911 1,274,909 1,300,408 1,326,416 1,352,944 1,380,003 1,407,603 1,435,755 1,464,470 1,493,760 1,523,635 1,554,107 1,585,190 1,616,893 1,649,231 1,682,216 1,715,860 1,750,177 38,065,195 Denton County 0 0 0 70,659 145,040 205,152 209,255 213,440 217,709 222,063 226,504 231,034 235,655 240,368 245,175 250,079 255,080 260,182 265,386 270,693 276,107 281,629 287,262 293,007 298,867 304,845 310,942 317,160 323,504 329,974 336,573 343,305 7,466,648 Trophy CLUB MUD 1 0 0 0 33,081 67,904 96,047 97,968 99,928 101,926 103,965 106,044 108,165 110,328 112,535 114,785 117,081 119,423 121,811 124,247 126,732 129,267 131,852 134,489 137,179 139,923 142,721 145,576 148,487 151,457 154,486 157,576 160,727 3,495,708 npv @ 6% SUBTOTAL #3 21,964,143 0 0 0 587,786 1,206,536 1,706,589 1,740,720 1,775,535 1,811,046 1,847,266 1,884,212 1,921,896 1,960,334 1,999,541 2,039,531 2,080,322 2,121,928 2,164,367 2,207,654 2,251,807 2,296,844 2,342,780 2,389,636 2,437,429 2,486,177 2,535,901 2,586,619 2,638,351 2,691,118 2,744,941 2,799,840 2,855,836 62,112,544 REVENUE #4 - BLOCK D REAL PROPERTY TAX 0 0 0 0 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 BUSINESS PERSONAL PROPERTY 0 0 0 0 170,540 255,810 341,080 347,902 354,860 361,957 369,196 376,580 384,111 391,794 399,630 407,622 415,775 424,090 432,572 441,223 450,048 459,049 468,230 477,594 487,146 496,889 506,827 516,963 527,303 537,849 548,606 559,578 Trophy Club 0 0 0 0 13,624 20,436 27,248 27,793 28,349 28,916 29,494 30,084 30,686 31,300 31,926 32,564 33,215 33,880 34,557 35,248 35,953 36,672 37,406 38,154 38,917 39,695 40,489 41,299 42,125 42,968 43,827 44,704 951,532 Northwest ISD 0 0 0 0 39,633 59,450 79,267 80,852 82,469 84,119 85,801 87,517 89,268 91,053 92,874 94,731 96,626 98,559 100,530 102,540 104,591 106,683 108,817 110,993 113,213 115,477 117,787 120,142 122,545 124,996 127,496 130,046 2,768,075 Denton County 0 0 0 0 7,774 11,661 15,549 15,860 16,177 16,500 16,830 17,167 17,510 17,860 18,218 18,582 18,954 19,333 19,719 20,114 20,516 20,926 21,345 21,772 22,207 22,651 23,104 23,566 24,038 24,519 25,009 25,509 542,970 Trophy CLUB MUD 1 0 0 0 0 3,640 5,460 7,279 7,425 7,574 7,725 7,880 8,037 8,198 8,362 8,529 8,700 8,874 9,051 9,232 9,417 9,605 9,797 9,993 10,193 10,397 10,605 10,817 11,033 11,254 11,479 11,709 11,943 254,206 npv @ 6% SUBTOTAL #4 1,557,764 0 0 0 0 64,672 97,007 129,343 131,930 134,569 137,260 140,005 142,805 145,661 148,575 151,546 154,577 157,669 160,822 164,038 167,319 170,666 174,079 177,561 181,112 184,734 188,429 192,197 196,041 199,962 203,961 208,040 212,201 4,516,782 REVENUE #5 - BLOCK E REAL PROPERTY TAX 0 0 0 0 4,755,000 7,132,500 9,510,000 9,700,200 9,894,204 10,092,088 10,293,930 10,499,808 10,709,805 10,924,001 11,142,481 11,365,330 11,592,637 11,824,490 12,060,979 12,302,199 12,548,243 12,799,208 13,055,192 13,316,296 13,582,622 13,854,274 14,131,360 14,413,987 14,702,267 14,996,312 15,296,238 15,602,163 BUSINESS PERSONAL PROPERTY 0 0 0 0 297,000 445,500 594,000 605,880 617,998 630,358 642,965 655,824 668,940 682,319 695,966 709,885 724,083 738,564 753,336 768,402 783,770 799,446 815,435 831,743 848,378 865,346 882,653 900,306 918,312 936,678 955,412 974,520 Trophy Club 0 0 0 0 25,225 37,837 50,449 51,458 52,487 53,537 54,608 55,700 56,814 57,950 59,109 60,292 61,497 62,727 63,982 65,262 66,567 67,898 69,256 70,641 72,054 73,495 74,965 76,464 77,994 79,553 81,144 82,767 1,761,734 Northwest ISD 0 0 0 0 73,380 110,070 146,761 149,696 152,690 155,744 158,858 162,036 165,276 168,582 171,953 175,393 178,900 182,478 186,128 189,850 193,647 197,520 201,471 205,500 209,610 213,802 218,079 222,440 226,889 231,427 236,055 240,776 5,125,013 Denton County 0 0 0 0 14,394 21,591 28,788 29,363 29,951 30,550 31,161 31,784 32,420 33,068 33,729 34,404 35,092 35,794 36,510 37,240 37,985 38,744 39,519 40,310 41,116 41,938 42,777 43,633 44,505 45,395 46,303 47,229 1,005,293 Trophy CLUB MUD 1 0 0 0 0 6,739 10,108 13,478 13,747 14,022 14,303 14,589 14,880 15,178 15,482 15,791 16,107 16,429 16,758 17,093 17,435 17,784 18,139 18,502 18,872 19,250 19,635 20,027 20,428 20,836 21,253 21,678 22,112 470,654 npv @ 6% SUBTOTAL #5 2,884,157 0 0 0 0 119,738 179,606 239,475 244,265 249,150 254,133 259,216 264,400 269,688 275,082 280,583 286,195 291,919 297,757 303,713 309,787 315,983 322,302 328,748 335,323 342,030 348,870 355,848 362,965 370,224 377,628 385,181 392,885 8,362,695 REVENUE #6 - SALES SALES TAX 0 0 349,386 581,529 834,630 995,418 1,072,790 1,094,246 1,116,131 1,138,453 1,161,222 1,184,447 1,208,136 1,232,298 1,256,944 1,282,083 1,307,725 1,333,879 1,360,557 1,387,768 1,415,523 1,443,834 1,472,711 1,502,165 1,532,208 1,562,852 1,594,109 1,625,991 1,658,511 1,691,682 1,725,515 1,760,025 38,882,770 SUBTOTAL #6 14,031,666 0 0 349,386 581,529 834,630 995,418 1,072,790 1,094,246 1,116,131 1,138,453 1,161,222 1,184,447 1,208,136 1,232,298 1,256,944 1,282,083 1,307,725 1,333,879 1,360,557 1,387,768 1,415,523 1,443,834 1,472,711 1,502,165 1,532,208 1,562,852 1,594,109 1,625,991 1,658,511 1,691,682 1,725,515 1,760,025 38,882,770 REVENUE #7 - HOT HOTEL OCCUPANCY TAX 0 0 0 465,010 474,310 483,796 493,472 503,342 513,409 523,677 534,150 544,833 555,730 566,845 578,181 589,745 601,540 613,571 625,842 638,359 651,126 664,149 677,432 690,980 704,800 718,896 733,274 747,939 762,898 778,156 793,719 809,594 18,038,777 SUBTOTAL #7 6,561,745 0 0 0 465,010 474,310 483,796 493,472 503,342 513,409 523,677 534,150 544,833 555,730 566,845 578,181 589,745 601,540 613,571 625,842 638,359 651,126 664,149 677,432 690,980 704,800 718,896 733,274 747,939 762,898 778,156 793,719 809,594 18,038,777 REVENUE A, 1, 2, 3, 4, 5, 6, 7 2,649 5,352 1,108,732 2,844,722 4,221,959 5,017,581 5,264,718 5,372,661 5,482,764 5,595,069 5,709,619 5,826,461 5,945,640 6,067,202 6,191,195 6,317,668 6,446,671 6,578,254 6,712,468 6,849,367 6,989,004 7,131,433 7,276,711 7,424,895 7,576,042 7,730,212 7,887,466 8,047,864 8,211,471 8,378,350 8,548,566 8,722,187 191,484,950 Running Total 2,649 8,001 1,116,733 3,961,455 8,183,414 13,200,995 18,465,713 23,838,374 29,321,138 34,916,206 40,625,826 46,452,287 52,397,926 58,465,128 64,656,323 70,973,991 77,420,662 83,998,916 90,711,384 97,560,751 104,549,755 111,681,188 118,957,899 126,382,793 133,958,835 141,689,047 149,576,513 157,624,377 165,835,848 174,214,197 182,762,763 191,484,950 NET PRESENT VALUE @ 6%68,800,921 GROSS 191,484,950 DISTRICT BREAKDOWN 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 Trophy Club $30,749,087.13 558 1,127 509,354 1,425,355 1,922,614 2,224,628 2,345,401 2,392,867 2,441,282 2,490,666 2,541,037 2,592,416 2,644,823 2,698,277 2,752,801 2,808,415 2,865,141 2,923,002 2,982,021 3,042,219 3,103,622 3,166,252 3,230,135 3,295,296 3,361,760 3,429,554 3,498,703 3,569,235 3,641,178 3,714,559 3,789,409 3,865,755 85,269,462 Northwest ISD $29,543,601.68 1,624 3,280 465,359 1,102,002 1,785,221 2,168,461 2,266,570 2,313,525 2,361,419 2,410,271 2,460,100 2,510,926 2,562,768 2,615,647 2,669,584 2,724,599 2,780,714 2,837,952 2,896,335 2,955,885 3,016,627 3,078,583 3,141,778 3,206,237 3,271,986 3,339,049 3,407,454 3,477,226 3,548,395 3,620,986 3,695,029 3,770,554 82,466,146 Denton County $5,795,102.05 318 643 91,282 216,162 350,179 425,353 444,597 453,808 463,202 472,785 482,559 492,529 502,698 513,070 523,650 534,442 545,449 556,676 568,128 579,809 591,724 603,877 616,273 628,917 641,814 654,969 668,386 682,073 696,033 710,272 724,796 739,610 16,176,082 Trophy CLUB MUD 1 $2,713,129.80 149 301 42,736 101,202 163,945 199,140 208,150 212,462 216,860 221,347 225,923 230,590 235,351 240,207 245,161 250,213 255,366 260,623 265,984 271,453 277,031 282,721 288,524 294,444 300,482 306,641 312,923 319,330 325,866 332,532 339,332 346,268 7,573,259 TOTALS 2,649 5,352 1,108,732 2,844,722 4,221,959 5,017,581 5,264,718 5,372,661 5,482,764 5,595,069 5,709,619 5,826,461 5,945,640 6,067,202 6,191,195 6,317,668 6,446,671 6,578,254 6,712,468 6,849,367 6,989,004 7,131,433 7,276,711 7,424,895 7,576,042 7,730,212 7,887,466 8,047,864 8,211,471 8,378,350 8,548,566 8,722,187 100,773,565 Town Council Page 50 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 29 Projects Cost Estimates: All project costs listed in the project plan shall be considered estimates and shall not be considered a cap on expenditures. Length of TIRZ #2 in Years: The TIRZ has a 32-year term and is scheduled to end on December 31, 2046. Powers and Duties of Board of Directors: The Board shall have all powers granted to it by Chapter 311 of the Texas Tax Code, including powers of a municipality under Chapter 380, Local Government Code. The Board shall not be authorized to: issue bonds; impose taxes or fees; exercise the power of eminent domain; or give final approval to the Zone’s project and financing plan. Financial Feasibility Analysis Town Council Page 51 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 30 Exhibit A Account Number Owner Name Owner Address Legal 1 Acres SQ FT Land Value AG Exemption Taxable Value 68347 JSB Properties LP 6211 Raintree Ct Dallas, TX 75254-8602 A0823a C. Medlin, Tr 19, 3.4096 Acres, Old Dcad Tr #3b 3.4096 148522.18 $594,088 0 $594,088 171495 JSB Properties LP 6212 Raintree Ct Dallas, TX 75254-8602 A0823a C. Medlin, Tr 21, Acres 4.3073 4.3073 187625.99 $750,504 0 $754,852 171494 JSB Properties LP 6213 Raintree Ct Dallas, TX 75254-8602 A0823a C. Medlin, Tr 21a, 5.612 Acres 5.612 244458.72 $977,836 0 $977,836 151108 JSB Properties LP 12222 Merit Dr Ste 120 Dallas, TX 75251-2228 A0823a C. Medlin, Tr 22, 13.055 Acres, Old Dcad Tr #4b 13.055 568675.8 $2,274,700 0 $2,274,700 171493 JSB Properties LP 6213 Raintree Ct Dallas, TX 75254-8602 A0823a C. Medlin, Tr 1a, Acres 2.077 2.077 90474.12 $361,896 $499,426 335139 Trophy Club Municipal 100 Municipal Drive Trophy Club, TX 76262 Municipal Utlity District No 1 Complex Blk 1 Lot 1 0.936 40772.16 $163,089 0 $0 335140 Trophy Club Municipal 100 Municipal Drive Trophy Club, TX 76262 Municipal Utlity District No 1 Complex Blk 1 Lot 2 1.287 56061.72 $224,247 0 $0 185201 Holley, Russell W Trs Of Cyrus & Shirley C Holley 1991 Irrev Trst 692 Garden Court Southlake TX, 76092-3502 The Village At Trophy Club Lot 3 1.6010101 69740 $488,180 0 $488,180 335141 Trophy Club Municipal 100 Municipal Drive Trophy Club, TX 76262 Municipal Utlity District No 1 Complex Blk 1 Lot 3 3.044 132596.64 $530,387 0 $0 Trophy Club TIRZ #2 Parcels Town Council Page 52 of 355 Meeting Date: Monday, May 5, 2014 ATTACHMENT 2 Mayor's State of the Town Address Town Council Page 53 of 355 Meeting Date: Monday, May 5, 2014 The annual State of the Town is always an honor to present, but this year I am particularly pleased with the Town’s accomplishments, position and direction. Trophy Club has experienced fast-paced growth in recent years. Since I was elected Mayor in 2009, the Town has issued over 1,000 residential building permits and in FY14 we anticipate more than 250 additional. Leadership is integral to managing such rapid growth and Town Manager Mike Slye, who came on board in 2011, has made a significant impact on the community – he has embraced the Trophy Club culture and works hard to support the values and needs of the town. Mike and his staff do a great job managing the day-to- day Town business and upholding the Council’s key priorities as outlined in the Strategy Map. Speaking of Council, as a team we do our homework and make difficult decisions with the best interest of all Trophy Club citizens in mind, and sometimes we don’t agree. However, I sincerely appreciate the hard work and mutual respect each Council Member brings to the dais, and I always enjoy the healthy debate! Next year our great Town will turn 30 years old, and we have never been in better financial position than we are today thanks to long-term financial planning. For the first time in Trophy Club’s history, the annual audit report received a clean opinion with no significant deficiencies, which is a huge accomplishment. The Town was recently upgraded from a AA bond rating to a AA+ rating, a further indication of solid fiscal policies and practices, and a sound financial profile. To put this accomplishment in perspective, only 4.9% of the cities in Texas have such a high rating. Taxable values in Trophy Club topped the $1 billion mark in 2013, which is remarkable for a town of our young age and small size. The Highlands at Trophy Club was recently selected as Community of the Year by the Dallas Builders Association, and a couple years ago the Fort Worth Business Association awarded Trophy Club the Community Spotlight award – an indicator of how far we have come! Both Dallas and Ft. Worth recognizing us when even just a few years ago many in the area knew nothing of Trophy Club! Speaking of The Highlands, Trophy Club progresses closer to build out every day, tonight I want to recognize our Community Development staff for helping to manage the Trophy Club growth while maintaining the quality we have come to expect. Last November the Council approved the final plats of The Highlands development only six years after starting construction. The 697-acre residential development encompasses nine neighborhoods, and 1,482 residential lots. The development added approximately $500 million of new property value and required an immense amount of Staff work for neighborhood planning, construction plan review, permitting, inspections and general oversight of the development. The Community Development staff deserves much of the credit for working with the developer, homebuilders, realtors and residents to make sure this large-scale development successfully evolved into the beautiful neighborhoods we enjoy today. Since the Highlands development began we have added approximately 3,500 residents. This significant growth of the town creates increased demand for services and thus requires growth in Town Staff, as well. Currently, the Town employs about 75 full-time staff and approximately 85 seasonal employees. Our staff is extremely professional and dedicated to Trophy Club. During ice storms when we cannot get out of our driveways, the Streets Crews are braving treacherous conditions and driving to Trophy Club to sand roadways and assist stuck motorists. Our Police, Fire & EMS are our heroes, making sure we live in one of the safest Town’s in the Metroplex. The Finance Department consistently wins major awards and continues to set a high bar for the Town’s financial transparency. The Town Secretary’s office works to fill approximately 300 open records requests per year and manages the cumbersome elections process for two counties twice a year. The Communications office works to keep residents informed on a myriad of issues – from releasing information about severe weather to posting updates about criminal activity to watch out for, and announcing special events – if you don’t follow TrophyClubGov on Facebook and Twitter you should! The Parks department does an outstanding job of maintaining our parks and medians and developing new facilities for all – recently a bocce ball court and now a new toddler playground is on the way. I am hoping we can line out a pickle ball court sometime soon! The Recreation department has partnered with area groups to expand events and create new programming opportunities for residents with varied interests. A group of residents recently formed a non- profit organization called Keep Trophy Club Wild, Inc., and they are working with Town Staff to produce some great events for local nature buffs, including a bird nesting class and native plants class. Other new recreation programs include Trophy Club Travelers, a group of TC residents age 50 and older who take destination field trips to fun places, including Trade Days in Canton, The George W. Bush Library and Museum and most recently a trip to Main Street Arts Festival in downtown Fort Worth. I cannot wait to see what they offer in the future… We have a tremendous staff, but they can only stretch so far. We need volunteers to provide perspective and help support community programs and initiatives. I am so proud of all our residents and organizations who volunteer time and effort to the community. The Trophy Club Emergency Volunteer Association, or TCEVA, is a group of extremely Town Council Page 54 of 355 Meeting Date: Monday, May 5, 2014 committed resident volunteers who are passionate about public safety and emergency response. TCEVA has 46 members who assist first responders during emergencies and provide invaluable help at special events. Many residents support the community in other ways, such as the dedicated citizens, young and old who put in thousands of hours every year clearing park trails, cleaning trash out of the parks and assisting with improvement projects. Organizations such as the Trophy Club Women’s Club and Stars and Stripes bring great value, pride and community spirit to our Town. The Town has approximately 60 residents who serve on various volunteer boards, commissions and corporations, and the Town Council relies on these faithful residents to provide recommendations and help guide decision making for Trophy Club. Volunteerism can result in a lasting, long-term impact on a community. For example, last year the Town Council adopted the Vision 2030 Plan, a long-range strategic plan that outlines a unified, cohesive vision for Trophy Club over the next 20 years. The plan focuses on five priorities for a Trophy Club long-term vision: 1. Premiere Residential Community 2. Economic Development 3. Amenities 4. Excellence in Governance 5. Trophy Club’s Relationship with Other Government Agencies Trophy Club’s roadmap to the future was developed by resident volunteers – talk about a great impact! Economic development is a key priority for the Vision 2030 Strategic Plan, and activity in town has picked up. A Medical Office Building, between Medlin and BNHS, is currently under construction. A new dentist will be moving into The Commons, located adjacent to the roundabout, and the new dental office on Trophy Wood is almost ready for occupancy! A full-service Holiday Inn will also be located off Trophy Wood, along with a Homewood Suites and some nice restaurants. Trophy Club must be smart but aggressive when working to attract business and our economic development team recently initiated a multi-faceted strategic action plan designed to target, attract and retain business. The plan includes a new business retention initiative called “Focus on Business”, where the team coordinates regular meetings with TC business owners and managers to discuss needs, interests and opportunities. Local businesses also have the opportunity to be featured in the “Business Spotlight” program and a formal Shop Local campaign called “Shop TC: Where Dollars Make Cents” will be launched soon. We are working on being more business friendly and offering incentives to attract businesses and developers to our town, since development is occurring all around us and the market to attract these businesses is so competitive. I am so proud of the EDC 4B Board and economic development staff for really making a positive impact for our businesses and working hard to attract new business to Trophy Club. For several years the Town Council and Staff have worked on planning for the future in regards to paying down debt, saving for capital improvement projects and allocating resources for park and amenity improvements. Now we are in the midst of an election where voters will consider a proposition to build a joint Town Hall and Police Facility. The proposed joint facility project is designed as a full service municipal building, and plans also include a large community room that will be open for Town resident use! In 2014 the Town is focused on moving forward with the Vision 2030 Plan and will continue to work on providing premiere municipal services and excellence in governance for the citizens and community. Goals for the year include increasing citizen engagement and participation, furthering the development of transparent government initiatives, implementation of an economic development strategic plan, addressing the need for new Town facilities, ongoing street and drainage projects and improving the Town’s relationship with TC MUD 1. I believe that focusing on solid governance, along with the involvement of our citizens at all levels, including strategic planning, will result in a very bright future for Trophy Club. Thank you, and I hope to see you on one of my walks soon! Mayor Connie White Town Council Page 55 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1117-T Name: Status:Type:Agenda Item Consent Agenda File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding a Proclamation proclaiming May 2014 as Motorcycle Safety and Awareness Month. Attachments:PRO 2014-05 Motorcycle Safety Awareness Month.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding a Proclamation proclaiming May 2014 as Motorcycle Safety and Awareness Month. Town Council Page 56 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB, TEXAS PROCLAMATION NO. 2014-05 A PROCLAMATION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, ESTABLISHING THE MONTH OF MAY 2014 AS MOTORCYCLE SAFETY AND AWARENESS MONTH IN TROPHY CLUB IN CONJUNCTION WITH NATIONAL MOTORCYCLE SAFETY AND AWARENESS MONTH. WHEREAS, today’s society is finding more citizens involved in motorcycling on the roads of our country; and WHEREAS, motorcyclists are roughly unprotected and therefore more prone to injury or death in a crash than other vehicle drivers; and WHEREAS, campaigns have helped inform riders and motorists alike on motorcycle safety issues to reduce motorcycle related risks, injuries, and, most of all, fatalities, though a comprehensive approach to motorcycle safety; and WHEREAS, it is the responsibility of all who put themselves behind the wheel, to become aware of motorcyclists, regarding them with the same respect as any other vehicle traveling the highways of this country; and it is the responsibility of riders and motorists alike to obey all traffic laws and safety rules; and WHEREAS, the safe operation of a motorcycle requires the use of special skills developed through a combination of training and expertise, the use of good judgment, plus a through knowledge of traffic laws and licensing requirements, and WHEREAS, with the onset of warmer weather the number of motorcycles on our streets and highways increase dramatically; and WHEREAS, during the month of May, motorcycle organizations nationwide will hold various events to promote motorcycles safety and awareness with the hope of raising public awareness of motorcycling and motorcycle riders, not for just one specially designated month, but throughout the year as well. WHEREAS, urging all citizens of our community to become aware of the inherent danger involved in operating a motorcycle, and for riders and motorists alike to give each other the mutual respect they deserve; NOW, THEREFORE, I, MAYOR CONNIE WHITE, IN CONJUNCTION WITH THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, DO HEREBY PROCLAIM: Section 1. The month of May, 2014 as National Motorcycle Safety and Awareness Month in the Town of Trophy Club to coincide with National Motorcycle Safety and Awareness Month. Further, I urge all residents to do their part to increase safety and awareness in our community. Section 2. That this Proclamation shall take effect from and after its date of passage, in accordance with law; and it is so proclaimed. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this the 5th day of May, 2014. ___________________________________ ___________________________________ Connie White, Mayor Tammy Ard Town Secretary Town of Trophy Club, Texas Town of Trophy Club, Texas Town Council Page 57 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1118-T Name: Status:Type:Agenda Item Consent Agenda File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding a Proclamation declaring May 11 - 17, 2014 as National Police Week in Trophy Club in conjunction with Nation Police Week and May 15, 2014 as National Peace Officers Memorial Day in Trophy Club. Attachments:PRO 2014-04 National Police Week.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding a Proclamation declaring May 11 - 17, 2014 as National Police Week in Trophy Club in conjunction with Nation Police Week and May 15, 2014 as National Peace Officers Memorial Day in Trophy Club. Town Council Page 58 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB, TEXAS PROCLAMATION NO. 2014-04 A PROCLAMATION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, ESTABLISHING THE WEEK OF MAY 11 – 17, 2014 AS POLICE WEEK IN TROPHY CLUB IN CONJUNCTION WITH NATIONAL POLICE WEEK AND MAY 15, 2014 AS NATIONAL PEACE OFFICERS MEMORIAL DAY IN TROPHY CLUB. WHEREAS, The Congress and President of the United States have designated May 11 – 17, 2014 as National Police week to honor the service and sacrifice of those law enforcement officers killed in the line of duty while protecting our communities and safeguarding our democracy; and WHEREAS, are approximately 900,000 law enforcement officers serving in communities across the United States, including the dedicated members of the law enforcement agency of the Town of Trophy Club, Texas who play an essential role in safeguarding the rights and freedoms of the Town of Trophy Club, Texas; and WHEREAS, nearly 60,000 assaults against law enforcement officers are reported each year, resulting in approximately 16,000 injuries; WHEREAS, since the first recorded death in 1791, almost 20,000 law enforcement officers in the United States have made the ultimate sacrifice and been killed in the line of duty, WHEREAS, the names of these dedicated public servants are engraved on the walls of the National Law Enforcement Officers Memorial in Washington, D.C.; WHEREAS, new names of fallen heroes are being added to the National Law Enforcement Officers Memorial this spring, including 100 officers killed in 2013 and 186 officers killed in previous years; WHEREAS, the service and sacrifice of all officers killed in the line of duty will be honored during the National Law Enforcement Officers Memorial Fund’s 26th Annual Candlelight Vigil, on the evening of May 13, 2014; WHEREAS, the Candlelight Vigil is part of National Police Week, which takes place this year on May 11-17; WHEREAS, May 15, 2014 is designated as Peace Officers Memorial Day, in honor of all fallen officers and their families and U.S. flags should be flown at half staff; WHEREAS, the members of the law enforcement agency of Town of Trophy Club, Texas unceasingly provide a vital public service; NOW, THEREFORE, I, MAYOR CONNIE WHITE, IN CONJUNCTION WITH THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, DO HEREBY PROCLAIM and call upon all citizens of the Town of Trophy Club, Texas and upon all patriotic, civic and educational organizations to observe the week of May 11 – 17, 2014 as NATIONAL POLICE WEEK in the Town of Trophy Club, and publicly salutes the service of law enforcement officers in our community and in communities across the nation. Town Council Page 59 of 355 Meeting Date: Monday, May 5, 2014 PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas this 5th day of May 2014. _______________________________ ________________________________ Connie White, Mayor Tammy Ard, Town Secretary Town of Trophy Club, Texas Town of Trophy Club, Texas Town Council Page 60 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1119-T Name: Status:Type:Agenda Item Consent Agenda File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding a Proclamation declaring May 18 - 24, 2014 as Emergency Medical Services (EMS) Week. Attachments:PRO 2014-06 Emergency Medical Services Week.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding a Proclamation declaring May 18 - 24, 2014 as Emergency Medical Services (EMS) Week. Town Council Page 61 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB, TEXAS PROCLAMATION NO 2014- 06 PROCLAMATION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, ESTABLISHING THE WEEK OF MAY 18 - 24, 2014 AS EMERGENCY MEDICAL SERVICES WEEK IN TROPHY CLUB IN CONJUNCTION WITH NATIONAL EMERGENCY MEDICAL SERVICES WEEK. WHEREAS, emergency medical services is a vital public service; and WHEREAS, the members of emergency medical services teams are ready to provide lifesaving care to those in need 24 hours a day, seven days a week; and WHEREAS, access to quality emergency care dramatically improves the survival and recovery rate of those who experience sudden illness or injury; and WHEREAS, the emergency medical services system consists of emergency physicians, emergency nurses, emergency medical technicians, paramedics, firefighters, educators, administrators and others; and WHEREAS, the members of emergency medical services teams, whether career or volunteer, engage in thousands of hours of specialized training and continuing education to enhance their lifesaving skills; and WHEREAS, it is appropriate to recognize the value and the accomplishments of emergency medical services providers by designating Emergency Medical Services Week; now THEREFORE, I Connie White, Mayor of the Town of Trophy Club, Texas, in recognition of this event do hereby proclaim the week of May 18 - 24, 2014, as EMERGENCY MEDICAL SERVICES WEEK with May 21, 2014 set aside as EMERGENCY MEDICAL SERVICES FOR CHILDREN (EMSC) DAY. With the theme, EMS: Dedicated. For Life, I encourage the community to observe this week with appropriate programs, ceremonies and activities. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas this 5th day of May 2014. _______________________________ ________________________________ Connie White, Mayor Tammy Ard, Town Secretary Town of Trophy Club, Texas Town of Trophy Club, Texas Town Council Page 62 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1120-T Name: Status:Type:Agenda Item Consent Agenda File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding a Proclamation declaring May 18 - 24, 2014 as Public Works Week. Attachments:PRO 2014-07 National Public Works Week.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding a Proclamation declaring May 18 - 24, 2014 as Public Works Week. Town Council Page 63 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB, TEXAS PROCLAMATION NO. 2014-07 A PROCLAMATION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, ESTABLISHING THE WEEK OF MAY 18-24, 2014 AS PUBLIC WORKS WEEK IN TROPHY CLUB IN CONJUNCTION WITH PUBLIC WORKS WEEK. WHEREAS, public works services provided in our community are an integral part of our citizens’ everyday lives; and WHEREAS, the support of an understanding and informed citizenry is vital to the efficient operation of public works systems and programs such as water, sewers, streets and highways, public buildings, and solid waste collection; and WHEREAS, the health, safety and comfort of this community greatly depends on these facilities and services; and WHEREAS, the quality and effectiveness of these facilities, as well as their planning, design, and construction, are vitally dependent upon the efforts and skill of public works officials; and WHEREAS, the efficiency of the qualified and dedicated personnel who staff public works departments is materially influenced by the people’s attitude and understanding of the importance of the work they perform, NOW, THEREFORE, I, MAYOR CONNIE WHITE, IN CONJUNCTION WITH THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, DO HEREBY PROCLAIM: NATIONAL PUBLIC WORKS WEEK In the Town of Trophy Club, I call upon all citizens and civic organizations to acquaint themselves with the issues involved in providing our public works and to recognize the contributions which public works officials make every day to our health, safety, comfort, and quality of life. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas this 5th day of May 2014. _______________________________ ________________________________ Connie White, Mayor Tammy Ard, Town Secretary Town of Trophy Club, Texas Town of Trophy Club, Texas Town Council Page 64 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1047-T Name: Status:Type:Agenda Item Regular Session File created:In control:3/20/2014 Town Council On agenda:Final action:4/21/2014 Title:Recognition of the 2013 Citizen of the Year Nominees and announce the recipients; discussion of the same. Attachments: Action ByDate Action ResultVer. Recognition of the 2013 Citizen of the Year Nominees and announce the recipients; discussion of the same. Town Council Page 65 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1127-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding Council's formal acceptance of the Strategic Plan developed and adopted by EDC 4B. Attachments:Staff Report - EDC-4B Strategic Plan Acceptance.pdf Economic Development Corporation 4B Strategic Plan.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding Council's formal acceptance of the Strategic Plan developed and adopted by EDC 4B. Town Council Page 66 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Stephen Seidel, Assistant Town Manager CC: Mike Slye, Town Manager Tammy Ard, Town Secretary Re: Presentation and Acceptance of the EDC-4B Strategic Plan Town Council Meeting, Monday, May 5, 2014 Agenda Item: Consider and take appropriate action regarding Council’s formal acceptance of the Strategic Plan developed and adopted by EDC-4B. Explanation: The EDC-4B Board of Directors desired to formally create and adopt a strategic plan that was integrated with the Town Council’s Strategy Map and Vision 2030 Plan. The Board met in a workshop session on July 10, 2013 to begin development. The Board created the majority of the Plan that day, but continued tweaking over several months. The Board formally approved the plan at their March 2014 meeting. The plan is structured around three key strategic priorities: 1. Retain and Maintain Existing Business 2. Target Economic Development that reflects Trophy club and the Region 3. Recruit new economic development Based upon these priorities, the Board and staff have started to implement identified initiatives, including items such as a shop local program, business spotlight, and incentive package development. The Board requests the Town Council to formally accept the EDC-4B Strategic Plan. Attachments: • Economic Development Corporation 4B Strategic Plan Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Town Council Page 67 of 355 Meeting Date: Monday, May 5, 2014 Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: Staff recommends acceptance of the EDC-4B Strategic Plan. Town Council Page 68 of 355 Meeting Date: Monday, May 5, 2014 TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION 4B STRATEGIC PLAN _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ EXECUTIVE SUMMARY: The mission of the Trophy Club EDC 4B is to proactively enact and support initiatives focused around specific key strategic priorities which will encourage and foster the future economic strength and diversity of the community through the economic vitality of local business. 1. RETAIN & MAINTAIN EXISTING BUSINESS • Invest directly in existing businesses o Market availability of funds o Enact shop local promotions and initiatives o Provide broader regional marketing o Help existing businesses better utilize regional & State resources o Initiate direct interaction between the EDC 4B Directors and local businesses • Subsidize discounts and promotions • Create funding for Business Advisory Services • Utilize technology to support communications and marketing outreach with various audiences o Update ED page on Town website o Utilize social media o Create ED email listserv and newsletter o Business Programs: Business Spotlight • Focus on Town aesthetics and capital improvement opportunities o Examine needed infrastructure which could make doing business easier o Determine beautification enhancements o Enact signage changes and ongoing revisions 2. TARGET ECONOMIC DEVELOPMENT THAT REFLECTS TROPHY CLUB & THE REGION • Seek business opportunities that appeal to residents o Shops and stores that compliment Town demographics • Target businesses with regional appeal o Destination shopping o Entertainment venues o Unique goods & services • Uphold priorities of the Town o Consider reputation of businesses o Encourage local small business o Support economic development that aligns with the long-term vision of the Town 3. RECRUIT NEW ECONOMIC DEVELOPMENT • Develop TIF and/or other tax incentives • Provide or subsidize infrastructure • Encourage a business-friendly environment o Advocate and streamline development requirements and processes o Seek ways to become more user friendly o Analyze existing systems to determine more expedient and simpler options • Assist brokers and developers with recruitment o Provide merchandising analytics, trade area information, and other data o Plan meetings with brokers, developers, and management companies to build relationships • Provide and encourage a welcoming forum for potential economic development opportunities, initiatives, inquiries, and best practice information to be discussed KEY STRATEGIC PRIORITIES Town Council Page 69 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1125-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding the Mid-Year Financial Report for Fiscal Year 2014. Attachments:Staff Report FY 14 Mid-Year Report.pdf Mid-Year Financial Report FY 2014.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding the Mid-Year Financial Report for Fiscal Year 2014. Town Council Page 70 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Steven Glickman, Director of Finance CC: Mike Slye, Town Manager Tammy Ard, Town Secretary Re: Mid-Year Financial Report for Fiscal Year 2014 Town Council Meeting, Monday, May 5, 2014 Agenda Item: Consider and take appropriate action regarding the Mid-Year Financial Report for Fiscal Year 2014. Explanation: At the midpoint of the Town’s Fiscal Year, the Finance Department presents the Fiscal Year 2014 Mid-Year Financial Report. The report contains summary information regarding the financial status of the Town’s funds. Through March 31st, the Town has received 75% of the budgeted revenues in the general fund, while expenditures total only 46% of the budgeted amount. Property tax revenue has been 98% received through March. Revenues for sales tax and licenses and permits are largely in-line with their respective budgets. Annual electric and gas franchise fees are received in May and comprise 70% of the budgeted revenues for franchise fees. Expenditures are largely in-line with the budget with the exception of Facilities Maintenance and Planning and Zoning. Facilities Maintenance has consumed 92% of the budgeted amount through March due to the prepayment of annual property insurance that comprises 67.4% of the department’s total budget. Planning and Zoning has consumed 62% of the budgeted amount through March due to Engineering expenditures relating to various construction projects throughout the Town. These expenditures are offset by increased developer fees. The financial data contained in this report is not final or audited, and is subject to change as the fiscal year progresses. Attachments: • Mid-year Financial Report Fiscal Year 2014 Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Town Council Page 71 of 355 Meeting Date: Monday, May 5, 2014 Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: Staff recommends acceptance of the Mid-Year Financial Report for Fiscal Year 2014. Town Council Page 72 of 355 Meeting Date: Monday, May 5, 2014 Town of Trophy Club Mid-Year Financial Report Fiscal Year 2014 Town Council Page 73 of 355 Meeting Date: Monday, May 5, 2014 GENERAL FUND SUMMARY YEAR TO DATE MARCH 50% Revenues Original Budget Revised Budget Year to Date Variance % Received Property Tax 4,589,856$ 4,589,856$ 4,494,062$ (95,794)$ 98% Licenses and Permits 937,860 937,860 460,447 (477,413) 49% Franchise fees 729,870 729,870 179,189 (550,681) 25% Sales Tax 625,375 625,375 306,433 (318,942) 49% Fines and Fees 497,727 533,727 184,764 (348,963) 35% Intergovernmental 214,008 214,008 147,270 (66,738) 69% Charges for Service 198,763 198,763 118,425 (80,338) 60% Investment Income 5,500 5,500 1,139 (4,361) 21% Miscellaneous Income 85,000 85,000 56,173 (28,827) 66% Total Revenues 7,883,959$ 7,919,959$ 5,947,902$ (1,972,057)$ 75% Other Sources Original Budget Revised Budget Year to Date Variance % Received Transfers In 11,000$ 11,000$ 5,500$ (5,500) 50% Total Available Resources 7,894,959$ 7,930,959$ 5,953,402$ (1,977,557)$ 75% Expenditures Original Budget Revised Budget Year to Date Variance % Used Manager's Office 872,641$ 864,641$ 350,920$ 513,721$ 41% Human Resources 98,382 92,382 33,776 58,606 37% Information Services 374,271 377,271 191,124 186,147 51% Legal 184,246 184,246 89,967 94,279 49% Police 1,963,011 1,963,011 1,008,248 954,763 51% Emergency Medical Services 853,933 853,933 406,425 447,508 48% Streets 444,452 440,452 195,917 244,535 44% Medians 306,772 306,772 146,729 160,043 48% Parks 980,967 998,967 420,367 578,600 42% Recreation & Community Events 609,743 609,743 132,347 477,396 22% Planning & Zoning 241,753 235,928 147,142 88,786 62% Community Development 355,601 397,426 152,206 245,220 38% Finance 395,440 392,440 204,389 188,051 52% Municipal Court 84,994 84,994 38,594 46,400 45% Facilities Maintenance 72,200 72,200 66,686 5,514 92% Total Expenditures 7,838,406$ 7,874,406$ 3,584,836$ 4,289,570$ 46% Other Uses Original Budget Revised Budget Year to Date Variance % Used Transfers Out -$ -$ 10,817$ 10,817$ NA Total Outflows of Resources 7,838,406$ 7,874,406$ 3,595,654$ 4,300,387$ 46% Percent of Budget Year Transpired Town Council Page 74 of 355 Meeting Date: Monday, May 5, 2014 Fund balance Original Budget Revised Budget Year to Date Beginning fund balance 2,851,702$ 2,851,702$ 2,627,264$ + Net increase (Decrease)56,553 56,553 2,357,748 Ending Fund Balance 2,908,255$ 2,908,255$ 4,985,012$ Fund balance Detail Original Budget Revised Budget Year to Date Reserve Fund balance (30% of Total Expenditures)2,351,522$ 2,362,322$ 1,075,451$ Assigned Fund Balance 228,138 228,138 228,138 Unassigned Fund Balance in Excess (Deficit) of 30%328,595 317,795 3,681,424 Total Fund balance 2,908,255$ 2,908,255$ 4,985,012$ From FY 2013 CAFR Town Council Page 75 of 355 Meeting Date: Monday, May 5, 2014 Departmental Budget Reports YEAR TO DATE MARCH 50% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 5,806,764$ 5,763,939$ 2,678,875$ 3,085,064$ 46% Purchased Services 1,422,524 1,486,524 647,986 838,538 44% Supplies 387,209 387,209 136,050 251,159 35% Capital 5,700 65,525 5,255 60,270 8% Transfer to Future Replacement 216,209 171,209 116,670 54,539 68% Total 7,838,406$ 7,874,406$ 3,584,836$ 4,289,570$ 46% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 711,541$ 703,541$ 310,886$ 392,655$ 44% Purchased Services 95,240 95,240 23,008 72,232 24% Supplies 65,860 65,860 17,026 48,834 26% Total 872,641$ 864,641$ 350,920$ 513,721$ 41% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 151,546$ 151,546$ 74,972$ 76,574$ 49% Purchased Services 23,389 23,389 12,329 11,060 53% Supplies 9,311 9,311 2,666 6,645 29% Total 184,246$ 184,246$ 89,967$ 94,279$ 49% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 92,186$ 86,186$ 32,698$ 53,488$ 38% Purchased Services 4,896 4,896 243 4,653 5% Supplies 1,300 1,300 835 465 64% Total 98,382$ 92,382$ 33,776$ 58,606$ 37% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 185,804$ 185,804$ 91,293$ 94,511$ 49% Purchased Services 118,721 121,721 63,499 58,222 52% Supplies 25,039 25,039 13,978 11,061 56% Transfer to Future Replacement 44,707 44,707 22,354 22,354 50% Total 374,271$ 377,271$ 191,124$ 186,147$ 51% Percent of Budget Year Transpired Manager's Office Legal Human Resources Information Services General Fund Summary Town Council Page 76 of 355 Meeting Date: Monday, May 5, 2014 Departmental Budget Reports YEAR TO DATE MARCH 50% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 1,679,317$ 1,679,317$ 886,521$ 792,796$ 53% Purchased Services 145,743 145,743 32,756 112,987 22% Supplies 100,945 100,945 46,407 54,538 46% Capital 3,000 3,000 2,737 263 91% Transfer to Future Replacement 34,006 34,006 39,828 (5,822) 117% Total 1,963,011$ 1,963,011$ 1,008,248$ 954,763$ 51% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 713,653$ 713,653$ 349,270$ 364,383$ 49% Purchased Services 41,081 41,081 12,624 28,457 31% Supplies 27,186 27,186 8,524 18,662 31% Transfer to Future Replacement 72,013 72,013 36,007 36,007 50% Total 853,933$ 853,933$ 406,425$ 447,508$ 48% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 264,010$ 260,010$ 116,740$ 143,270$ 45% Purchased Services 176,302 176,302 76,275 100,027 43% Supplies 4,140 4,140 2,902 1,238 70% Total 444,452$ 440,452$ 195,917$ 244,535$ 44% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 158,159$ 158,159$ 81,192$ 76,968$ 51% Purchased Services 134,700 134,700 65,537 69,163 49% Supplies 13,913 13,913 - 13,913 0% Total 306,772$ 306,772$ 146,729$ 160,043$ 48% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 70,630$ 70,630$ 34,303$ 36,327$ 49% Purchased Services 12,064 12,064 3,744 8,320 31% Supplies 2,300 2,300 548 1,752 24% Total 84,994$ 84,994$ 38,594$ 46,400$ 45% Percent of Budget Year Transpired Police EMS Medians Streets Court Town Council Page 77 of 355 Meeting Date: Monday, May 5, 2014 Departmental Budget Reports YEAR TO DATE MARCH 50% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 285,438$ 282,438$ 132,039$ 150,399$ 47% Purchased Services 106,952 106,952 70,400 36,552 66% Supplies 3,050 3,050 1,949 1,101 64% Total 395,440$ 392,440$ 204,389$ 188,051$ 52% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 179,882$ 158,057$ 55,538$ 102,519$ 35% Purchased Services 60,686 76,686 91,079 (14,393) 119% Supplies 1,185 1,185 525 660 44% Total 241,753$ 235,928$ 147,142$ 88,786$ 62% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 313,976$ 313,976$ 138,895$ 175,081$ 44% Purchased Services 26,323 26,323 6,023 20,300 23% Supplies 11,300 11,300 5,287 6,013 47% Capital - 41,825 - 41,825 0% Transfer to Future Replacement 4,002 4,002 2,001 2,001 50% Total 355,601$ 397,426$ 152,206$ 245,220$ 38% Category Original Budget Revised Budget Year to Date Variance % Used Purchased Services 69,500$ 69,500$ 66,190$ 3,310$ 95% Supplies 2,700 2,700 497 2,203 18% Total 72,200$ 72,200$ 66,686$ 5,514$ 92% The Town's annual property insurance premiums were paid for in full under Facilities Maintenance in order to take advantage of an early payment discount. (This expenditure represents 67.4% of the department's budget) Planning & Zoning Facilities Maintenance Percent of Budget Year Transpired Finance Planning and Zoning Engineering expenditures have exceeded the budgeted amount, this expenditure is offset by increased developer fees Community Development Town Council Page 78 of 355 Meeting Date: Monday, May 5, 2014 Departmental Budget Reports YEAR TO DATE MARCH 50% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 627,442$ 627,442$ 283,167$ 344,275$ 45% Purchased Services 250,004 295,004 92,083 202,921 31% Supplies 39,340 39,340 26,117 13,223 66% Capital 2,700 20,700 2,518 18,182 12% Transfer to Future Replacement 61,481 16,481 16,481 - 100% Total 980,967$ 998,967$ 420,367$ 578,600$ 42% Category Original Budget Revised Budget Year to Date Variance % Used Personnel 373,180$ 373,180$ 91,362$ 281,818$ 24% Purchased Services 114,411 114,411 19,971 94,440 17% Supplies 66,237 66,237 5,707 60,530 9% Total 553,828$ 553,828$ 117,040$ 436,788$ 21% Category Original Budget Revised Budget Year to Date Variance % Used Purchased Services 42,512$ 42,512$ 12,224$ 30,288$ 29% Supplies 13,403 13,403 3,083 10,320 23% Total 55,915$ 55,915$ 15,307$ 40,608$ 27% Parks Recreation Community Events Percent of Budget Year Transpired Town Council Page 79 of 355 Meeting Date: Monday, May 5, 2014 CAPITAL PROJECTS FUND YEAR TO DATE MARCH 50% Revenues Original Budget Revised Budget Year to Date Variance % Received Interest Income 100$ 100$ 728$ 628$ 728% Total 100$ 100$ 728$ 628$ 728% Expenditures Original Budget Revised Budget Year to Date Variance % Used 2010 Tax Notes -$ 35,000$ 23,677$ 11,323$ 68% 2010 GO Bond 30,000 30,000 118,485 (88,485) 395% 2012 Tax Notes 434,550 434,550 947 433,603 0%Capital Projects - Trophy Club Park - 5,000 - 5,000 0% Capital Projects - Parks - 5,000 - 5,000 0% Capital Projects - Pool - 22,000 - 22,000 0% Skyline/Indian Creek Project 3,000,000 3,000,000 63,630 2,936,370 2% Total 3,464,550$ 3,531,550$ 206,739$ 3,324,811$ 6% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 4,293,136$ 4,293,136$ 2,065,759$ +Net Increase (Decrease)(3,464,450) (3,531,450) (206,011) Ending Fund Balance 828,686$ 761,686$ 1,859,748$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 80 of 355 Meeting Date: Monday, May 5, 2014 DEBT SERVICE FUND YEAR TO DATE MARCH 50% Revenues Original Budget Revised Budget Year to Date Variance % Received Revenues 1,369,864$ 1,369,864$ 1,331,940$ (37,923)$ 97% Interest Income 1000 1000 89 (911)$ 9% Total Revenue 1,370,864$ 1,370,864$ 1,332,029$ (38,834)$ 97% Other Sources Original Budget Revised Budget Year to Date Variance % Received Transfers In 218,362$ 218,362$ -$ 218,362$ 0% Total 218,362$ 218,362$ -$ 218,362$ 0% Expenditures Original Budget Revised Budget Year to Date Variance % Used Principal Payments 1,138,000$ 1,138,000$ 280,000$ 858,000$ 25% Interest Payments 445,092 445,092 201,716 243,376 45% Paying Agent Fees 2,000 2,000 500 1,500 25% Total Expenditures 1,585,092$ 1,585,092$ 482,216$ 1,102,876$ 30% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 58,785$ 58,785$ 119,722$ +Net Increase (Decrease)4,133 4,133 849,813 Ending Fund Balance 62,918$ 62,918$ 969,535$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 81 of 355 Meeting Date: Monday, May 5, 2014 COURT SECURITY FUND YEAR TO DATE MARCH 50% Revenue Original Budget Revised Budget Year to Date Variance % Received Municipal Court Security Fee 4,000$ 4,000$ 1,638$ (2,362)$ 41% Total Revenue 4,000$ 4,000$ 1,638$ (2,362)$ 41% Other Uses Original Budget Revised Budget Year to Date Variance % Received Transfer to General Fund 3,000$ 3,000$ 1,500$ 1,500$ 50% Total Other Uses 3,000$ 3,000$ 1,500$ 1,500$ 50% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 18,675$ 18,675$ 22,147$ +Net Increase (Decrease)1,000 1,000 138 Ending Fund Balance 19,675$ 19,675$ 22,285$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 82 of 355 Meeting Date: Monday, May 5, 2014 COURT TECHNOLOGY FUND YEAR TO DATE MARCH 50% Revenue Original Budget Revised Budget Year to Date Variance % Received Fines & Fees 5,000$ 5,000$ 2,184$ (2,816)$ 44% Total Revenue 5,000$ 5,000$ 2,184$ (2,816)$ 44% Expenditures Original Budget Revised Budget Year to Date Variance % Used Software & Support 4,166$ 4,166$ 2,494$ 1,672$ 60% Capital Expenses - 13,440 - 13,440 0% Total Expenditure 4,166$ 17,606$ 2,494$ 15,112$ 14% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 32,989$ 32,989$ 38,780$ +Net Increase (Decrease)834 (12,606) (310) Ending Fund Balance 33,823$ 20,383$ 38,470$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 83 of 355 Meeting Date: Monday, May 5, 2014 CRIME CONTROL PREVENTION DISTRICT YEAR TO DATE MARCH 50% Revenue Original Budget Revised Budget Year to Date Variance % Received Sales Tax 152,500$ 152,500$ 65,959$ (86,541)$ 43% Total Revenue 152,500$ 152,500$ 65,959$ (86,541)$ 43% Expenditures Original Budget Revised Budget Year to Date Variance % Used Supplies 40,054$ 40,054$ 12,500$ 27,554$ 31% Capital Expenses 44,946 44,946 - 44,946 0% Total Expenditure 85,000$ 85,000$ 12,500$ 72,500$ 15% Other Uses Original Budget Revised Budget Year to Date Variance % Used Transfer to Debt Service 67,500$ 67,500$ -$ 67,500$ 0% Total Other Uses 67,500$ 67,500$ -$ 67,500$ 0% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance -$ -$ 23,007$ +Net Increase (Decrease)- - 53,459 Ending Fund Balance -$ -$ 76,466$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 84 of 355 Meeting Date: Monday, May 5, 2014 ECONOMIC DEVELOPMENT COPORATION 4B YEAR TO DATE MARCH 50% Revenue Original Budget Revised Budget Year to Date Variance % Received Sales Tax 305,000$ 305,000$ 147,691$ 157,309$ 48% Interest Income 100 100 - 100 0% Miscellaneous - - 3,938 (3,938) 100% Total Revenue 305,100$ 305,100$ 151,628$ 153,472$ 50% Expenditures Original Budget Revised Budget Year to Date Variance % Used Auditing 1,000$ 1,000$ -$ 1,000$ 0% Advertising 16,500 16,500 250 16,250 2% Printing 1,000 1,000 - 1,000 0% Schools & Training 2,320 2,320 1,430 890 62% Dues & Membership 600 600 450 150 75% Travel & Per diem 3,226 3,226 52 3,174 2% Office Supplies 1,000 1,000 121 879 12% Miscellaneous Expense 6,750 6,750 3,300 3,450 49% Capital EDC Projects 50,744 50,744 15,764 34,980 31% Total Expenditures 83,140$ 83,140$ 21,367$ 61,773$ 26% Other Uses Original Budget Revised Budget Year to Date Variance % Used Transfer to General Fund 71,996$ 71,996$ 32,366$ 39,630$ 45% Transfer to Debt Service 54,964 54,964 27,482 27,482 50% Total Other Uses 126,960$ 126,960$ 59,848$ 67,112$ 47% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 167,530$ 167,530$ 188,704$ +Net Increase (Decrease)95,000 95,000 70,413 Ending Fund Balance 262,530$ 262,530$ 259,117$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 85 of 355 Meeting Date: Monday, May 5, 2014 HOTEL OCCUPANCY YEAR TO DATE MARCH 50% Revenue Original Budget Revised Budget Year to Date Variance % Received Hotel Occupancy Tax 100,000$ 100,000$ 110,994$ 10,994$ 111% Interest income 100 100 - (100) 0% Total Revenue 100,100$ 100,100$ 110,994$ 10,894$ 111% Expenditures Original Budget Revised Budget Year to Date Variance % Used Event Rentals 32,840$ 32,840$ 10,291$ 22,549$ 31% Total Expenditures 32,840$ 32,840$ 10,291$ 22,549$ 31% Other Uses Original Budget Revised Budget Year to Date Variance % Used Transfer to Future Capital Projects 67,260$ 67,260$ -$ 67,260$ 0% Total Other Uses 67,260$ 67,260$ -$ 67,260$ 0% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 1,321$ 1,321$ 87,225$ +Net Increase (Decrease)- - 100,704 Ending Fund Balance 1,321$ 1,321$ 187,929$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 86 of 355 Meeting Date: Monday, May 5, 2014 STORM DRAINAGE UTILITY FUND YEAR TO DATE MARCH 50% Revenue Original Budget Revised Budget Year to Date Variance % Received Storm Drainage Fees 386,034$ 386,034$ 193,117$ (192,916)$ 50% Hazardous Waste Stipend 6,000 6,000 2,000 (4,000) 33% Miscellaneous Revenue - - 26,001 26,001 NA Total Revenue 392,034$ 392,034$ 221,118$ (170,915)$ 56% Other Sources Original Budget Revised Budget Year to Date Variance % Received Transfer In -$ -$ 6,460$ 6,460$ NA Total Other Sources -$ -$ 6,460$ 6,460$ NA Expenses Original Budget Revised Budget Year to Date Variance % Used Operating Expenditures 378,283 378,283 61,900 316,383 16% Debt Service - - 165,791 (165,791) NA Total Expenses 378,283$ 378,283$ 289,591$ 466,975$ 77% Other Uses Original Budget Revised Budget Year to Date Variance % Used Transfer to Debt Service 213,214$ 213,214$ -$ 213,214$ 0% Total Other Uses 213,214$ 213,214$ -$ 213,214$ 0% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 244,763$ 244,763$ 289,910$ +Net Increase (Decrease)(199,463) (199,463) (62,013) Ending Fund Balance 45,300$ 45,300$ 227,897$ Drainage Capital Projects Original Budget Revised Budget Year to Date Funding Source 2013 CO Proceeds $ 1,700,000 $ 1,700,000 1,700,000$ Project Detail Timber Ridge / Fresh Meadow (982,000) (982,000) (111,007) Skyline / Indian Creek (498,852) (498,852) (42,798) Remaining Funding 219,148$ 219,148$ 1,546,195$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 87 of 355 Meeting Date: Monday, May 5, 2014 STREET MAINTENANCE SALES TAX FUND YEAR TO DATE MARCH 50% Revenue Original Budget Revised Budget Year to Date Variance % Received Sales Tax 152,500$ 152,500$ 73,845$ (78,655)$ 48% Total Revenue 152,500$ 152,500$ 73,845$ (78,655)$ 48% Expenditures Original Budget Revised Budget Year to Date Variance % Used Operating Expenditures 112,675$ 112,675$ 80,778$ 31,897$ 72% Total Expenses 112,675$ 112,675$ 80,778$ 31,897$ 72% Other Uses Original Budget Revised Budget Year to Date Variance % Used Transfer To Debt Service 13,287$ 13,287$ -$ 13,287$ 0% Total Other Uses 13,287$ 13,287$ -$ 13,287$ 0% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 29,338$ 29,338$ 46,700$ +Net Increase (Decrease)26,538 26,538 (6,933) Ending Fund Balance 55,876$ 55,876$ 39,768$ Percent of Budget Year Transpired From FY 2013 CAFR Town Council Page 88 of 355 Meeting Date: Monday, May 5, 2014 TROPHY CLUB PARK FUND YEAR TO DATE MARCH 50% Revenue Original Budget Revised Budget Year to Date Variance % Received Park Revenue 130,000$ 130,000$ 70,225$ (59,775)$ 54% Total Revenue 130,000$ 130,000$ 70,225$ (59,775)$ 54% Expenses Original Budget Revised Budget Year to Date Variance % Used Salaries 35,390$ 35,390$ 17,723$ 17,667$ 50% Longevity 88 88 88 - 100% Stipend 1,600 1,600 600 1,000 38% Retirement 3,318 3,318 1,613 1,705 49% Medical Insurance 2,122 2,122 1,099 1,023 52% Dental Insurance 145 145 68 77 47% Vision Insurance 32 32 15 17 48% Life Insurance & Other 355 355 99 256 28% Social Security Taxes 2,299 2,299 1,123 1,176 49% Medicare Taxes 538 538 263 275 49% Unemployment Taxes 261 261 182 79 70% Workman's compensation 799 799 384 415 48% Pre-employment Physicals/Testing 140 140 - 140 0% Total Personnel Services 47,087$ 47,087$ 23,258$ 23,829$ 49% Professional Outside Services 5,000$ 5,000$ -$ 5,000$ 0% Auditing 1,000 1,000 - 1,000 0% Software & Support 1,928 1,928 540 1,388 28% Collection Fees 1,300 1,300 - 1,300 0% Advertising 1,440 1,440 1,554 (114) 108% Printing 1,375 1,375 - 1,375 0% Schools & Training 1,280 1,280 1,825 (545) 143% Service Charges & Fees 1,736 1,736 2,340 (604) 135% Electricity 2,000 2,000 1,374 626 69% Water 1,600 1,600 485 1,115 30% Telephone 1,380 1,380 576 804 42% Communication/Pagers/Mo biles 3,483 3,483 1,202 2,281 35% Property maintenance 12,000 12,000 7,284 4,716 61% Equipment Maintenance 2,926 2,926 1,703 1,223 58% Independent labor 10,200 10,200 6,000 4,200 59% Portable toilets 4,158 4,158 1,514 2,644 36% Dues & Membership 1,450 1,450 60 1,390 4% Travel & Per Diem 1,093 1,093 776 317 71% Total Purchased Services 55,349$ 55,349$ 27,233$ 28,116$ 49% Percent of Budget Year Transpired Town Council Page 89 of 355 Meeting Date: Monday, May 5, 2014 Expenses Original Budget Revised Budget Year to Date Variance % Used Office Supplies 955$ 955$ -$ 955$ 0% Postage 300 300 - 300 0% Fuel 1,404 1,404 - 1,404 0% Uniforms 845 845 333 512 39% Community Events 6,500 6,500 5,839 661 90% Small tools 1,400 1,400 700 700 50% Furniture/Equipment <$5,000 1,720 1,720 - 1,720 0% Maintenance Supplies 425 425 308 117 72% Miscellaneous Expense 525 525 - 525 0% Total Supplies 14,074$ 14,074$ 7,181$ 6,893$ 51% Capital Expense 5,200$ 5,200$ 4,850$ 350$ 93% Total Expenses 121,710$ 121,710$ 62,521$ 59,189$ 51% Other Uses Original Budget Revised Budget Year to Date Variance % Used Park Administration Transfer 8,000$ 8,000$ 4,000$ 4,000$ 50% Total Other Uses 8,000$ 8,000$ 4,000$ 4,000$ 50% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance (20,608)$ (20,608)$ (6,470)$ +Net Increase (Decrease)290 290 3,704 Ending Fund Balance (20,318)$ (20,318)$ (2,766)$ From FY 2013 CAFR Town Council Page 90 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1046-T Name: Status:Type:Agenda Item Regular Session File created:In control:3/20/2014 Town Council On agenda:Final action:4/21/2014 Title:Consider and take appropriate action regarding an Ordinance of the Town Council approving a Project and Financing Plan for Reinvestment Zone No. 2, Town of Trophy Club, Texas; making findings relative to the Project and Financing Plan; and providing an effective date. Attachments:Staff Report - TIRZ #2 Project and Financing Plan Ordinance.pdf TIRZ #2 Project and Financing Plan.pdf RZ2-2014-01.pdf ORD 2014-11 TIRZ#2 FINAL Project and Financing Plan.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding an Ordinance of the Town Council approving a Project and Financing Plan for Reinvestment Zone No. 2, Town of Trophy Club, Texas; making findings relative to the Project and Financing Plan; and providing an effective date. Town Council Page 91 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Stephen Seidel, Assistant Town Manager CC: Mike Slye, Town Manager Tammy Ard, Town Secretary Re: Tax Increment Reinvestment Zone No. 2 Project & Financing Plan Ordinance Town Council Meeting, Monday, May 5, 2014 Agenda Item: Consider and take appropriate action regarding an Ordinance of the Town Council of the Town of Trophy Club approving a Project and Financing Plan for Tax Increment Reinvestment Zone Number Two; making findings relative to the Project and Financing Plan; and providing an effective date. Explanation: The Town Council approved Ordinance No. 2014-09 designating a certain geographic area in the Town known as Tax Increment Reinvestment Zone No. 2 (TIRZ #2). TIRZ #2 is primarily located at Trophy Club Drive and Highway 114. The TIRZ is approximately 45 acres and the majority of the property is vacant, except for small office buildings and the municipal facility area. David Pettit, the Town’s TIRZ consultant, assisted with the creation of the required Project and Financing Plan for TIRZ #2. On April 28, 2014, the Town TIRZ#2 Board unanimously approved Resolution RZ2-2014-01 which adopts the Preliminary Project and Financing Plan. Per Ordinance 2014-09, the Town Council must approve an ordinance formally adopting a Project and Financing Plan. The Plan outlines identified projects, estimated project costs, financial feasibility analysis, etc. Once the Town Council has approved the Plan, staff will formally request the Denton County Commissioner’s Court for a Participation Agreement. A County Participation Agreement will allow Denton County to participate and contribute a portion of their incremental ad valorem tax increase to the TIRZ. Additionally, the Town has presented to Trophy Club MUD #1 regarding participation. Attachments: • Project and Financing Plan (Exhibit “A”) • RZ2-2014-01 • Ordinance 2014-11 Town Council Page 92 of 355 Meeting Date: Monday, May 5, 2014 Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: Staff recommends approval of Ordinance 2014-11 of the Town Council of the Town of Trophy Club approving a Project and Financing Plan for Tax Increment Reinvestment Zone Number Two. Town Council Page 93 of 355 Meeting Date: Monday, May 5, 2014 Tax Increment Reinvestment Zone #2 Town of Trophy Club, Texas PROJECT AND FINANCING PLAN Economic Development DAVID PETTIT Town Council Page 94 of 355 Meeting Date: Monday, May 5, 2014 DISCLAIMER Our conclusions and recommendations are based on current market conditions and the expected performance of the national, and/or local economy and real estate market. Given that economic conditions can change and real estate markets are cyclical, it is critical to monitor the economy and real estate market continuously, and to revisit key project assumptions periodically to ensure that they are still justified. The future is difficult to predict, particularly given that the economy and housing markets can be cyclical, as well as subject to changing consumer and market psychology. There will usually be differences between projected and actual results because events and circumstances frequently do not occur as expected, and the differences may be material. 1 3 2 4 5 Table of Contents Introduction TIRZ Boundary Current Conditions & Ownership Project Plan Anticipated Development 6 7 8 Financial Feasibility Analysis Terms and Conditions Exhibit A 1 2 6 3 7 8 29 30 Preliminary Project and Financing Plan, TIRZ #2Economic Development DAVID PETTIT Town Council Page 95 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 1 Introduction Tax Increment Reinvestment Zone #2, Town of Trophy Club The Town of Trophy Club Tax Increment Reinvestment Zone (TIRZ) #2 is approximately 45 acres and is located in the south central portion of the Town of Trophy Club near the intersection of State Highway 114 and Trophy Club Drive. The majority of the land within the TIRZ is currently vacant. Exceptions include the small office space at the corner of Trophy Club Drive and Indian Creek Drive and the current municipal complex. The goal of the TIRZ is to facilitate the development of the currently vacant land with retail, office, residential, municipal and hospitality uses, while creating a unique cohesive development that builds on the high developments standards already established within the Town. The TIRZ will support these developments through the contribution of 60% of the Town’s real property increment, and 25% of the Town’s $0.01 general fund sales tax generated within the zone. Additionally, it is proposed that Denton County and the Municipal Utility District (MUD) would contribute 60% of its revenue to the TIRZ fund. Without the implementation of the TIRZ, the delineated property would continue to impair the sound growth of the municipality. Custom Map July 23, 2013 Made with Esri Business Analyst ©2013 Esri www.esri.com/ba 800-447-9778 Try it Now! Page 1 of 1 Source: Esri, DigitalGlobe, GeoEye, i-cubed, USDA, USGS, AEX, Getmapping, Aerogrid, IGN, IGP, swisstopo, and the GIS User Community Economic Development DAVID PETTIT Town Council Page 96 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 2 TIRZ Boundary TIRZ Boundary Description Beginning at the intersection of the northern Right-of-Way (ROW) line of State Highway 114 and the eastern property line of Abstract 823 C. Medlin Survey, Tract 22, thence West along the northern ROW line of State Highway 114, to a point where said line intersects with the western ROW line of Trophy Club Drive, thence North along the western ROW line of Trophy Club Drive, to a point where said line intersects with the western property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, thence Northwest along the western property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3,v to a point where said line intersects with the northern boundary of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, thence Northeastward along the northern property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, to a point where said line intersects with the eastern boundary of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, thence Southeast along the eastern boundary of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3, to a point where said line intersects with the western ROW line of Trophy Club Drive, thence Northeastward along the western ROW line of Trophy Club Drive, to a point where said line intersects with the southern property line of Abstract 823 C. Medlin Survey, Municipal Utility District NO. 1 Complex (MUD Complex), Block 1, Lot 1, thence West along the southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 1, to a point where said line intersects with the southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2, thence West along the southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2, to a point where said line intersects with the western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2, thence North along the western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2, to a point where said line intersects with the western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3, thence North along the western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3, to a point where said line intersects with the northern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3, thence East along the northern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3, to a point where said line intersects with the northern ROW Line of Municipal Drive, thence East along the northern property line of northern ROW Line of Municipal Drive , to a point where said line intersects with the western ROW line of Trophy Club Drive, thence North along the western ROW line of Trophy Club Drive to a point where said line intersects with the projection of the northern property line of Abstract 823 C. Medlin Survey, Tract 1A, thence East along the northern property line of Abstract 823 C. Medlin Survey, Tract 1A, to a point where said line intersects with the eastern property line of Abstract 823 C. Medlin Survey, Tract 1A, thence South along the eastern property line of Abstract 823 C. Medlin Survey, Tract 1A, to a point where said line intersects with the southern property line of Abstract 823 C. Medlin Survey, Tract 1A, thence West along the southern property line of Abstract 823 C. Medlin Survey, Tract 1A to a point where said line intersects with the eastern ROW line of Trophy Club Drive, thence South along the eastern ROW line of Trophy Club Drive to a point where said line intersects with the eastern ROW line of Indian Creek Drive, thence Southeastward along the eastern ROW line of Indian Creek Drive to a point where said line intersects with the project ion of the eastern property line of Abstract 823 C. Medlin Survey, Tract 22, thence South along the eastern property line of Abstract 823 C. Medlin Survey, Tract 22 to a point where said line intersects with the northern ROW line of State Highway 114, which is the point of beginning. Town Hall HWY 1 1 4 TROP H Y C L U B D R I N D I A N C R E E K D R HOGAN S D R SUNSE T D R WILS H I R E D R C Y P R E S S C T C A R N O U S T I E D R H A Y E S C T L E E C T BERKS H I R E C T LA K E F O R E S T C T S P Y G L A S S C T P O R T L A N D D R WE S T L A K E P K W Y COLO N I A L C T H A M P E R C T MUNICIPAL DR SUMMI T C O V E BROO K H O L L O W L N M I C H E L L E C T C E N T U R Y C T ST A N D R E W S C T TR O O N C T HWY 1 1 4 TROP H Y C L U B D R HWY 1 1 4 Eastern property line of Abstract 823 C. Medlin Survey, Tract 22 Northern Right-of-Way (ROW) line of State Highway 114 and the eastern property line of Abstract 823 C. Medlin Survey, Tract 22 Northern ROW Line of State Highway 114 Western ROW Line of Trophy Club Drive Western property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3 Northern property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3 Eastern property line of Abstract 823 C. Medlin Survey, The Village at Trophy Club, Lot 3 Western ROW Line of Trophy Club Drive Southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 1Southern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2 Western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 2 Western property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3 Northern property line of Abstract 823 C. Medlin Survey, MUD Complex, Block 1, Lot 3 Northern ROW Line of Municipal Drive Northern property line of Abstract 823 C. Medlin Survey, Tract 1A Eastern property line of Abstract 823 C. Medlin Survey, Tract 1A Southern property line of Abstract 823 C. Medlin Survey, Tract 1A Eastern ROW Line of Trophy Club Drive Eastern ROW Line of Indian Creek Drive Economic Development DAVID PETTIT Town Council Page 97 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 3 Current Conditions Land Use The majority of the land within the TIRZ is currently vacant. The exceptions include the small office space at the corner of Trophy Club Drive and Indian Creek Drive and the current municipal complex. Method of Relocating Persons to be Displaced The majority of the land is currently vacant undeveloped land and it is not anticipated that any persons will be displaced or need to be relocated as result of implementing the TIRZ. Looking south with SH-114 in the background Looking west with SH-114 on the left Looking north with SH-114 in the foreground Looking east with SH-114 on the right Economic Development DAVID PETTIT Town Council Page 98 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 4 Current Conditions Zoning The TIRZ property is to be an area with a mixture of moderately intense uses that are developed over an identifiable core. Buildings are close to and oriented toward the street. There is a connected street pattern, shared parking, and pedestrian amenities As new development is advanced it is likely that the current zoning will be change to accommodate the development. It is not anticipated that there will be any changes to the building code or other municipal ordinances at this time. Economic Development DAVID PETTIT Town Council Page 99 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 5 Current Conditions Current Ownership Information There are a three different property owners throughout the TIRZ, but the majority of land is owned by JSB Properties LP and Trophy Club Municipal. The TIRZ has a 2013 taxable base value of $5,589,082 and a sales tax base of $0.00. For a full list of parcels included within the TIRZ see Exhibit A. 65145017510020000 65019643010020700 65019643010020400 65145017510030000 HWY 1 1 4 TROP H Y C L U B D R I N D I A N C R E E K D R HOGAN S D R SUNSE T D R WILS H I R E D R C Y P R E S S C T C A R N O U S T I E D R H A Y E S C T L E E C T BERKS H I R E C T LA K E F O R E S T C T S P Y G L A S S C T P O R T L A N D D R WE S T L A K E P K W Y COLO N I A L C T H A M P E R C T MUNICIPAL DR SUMMI T C O V E PRECI N C T L I N E R D BROO K H O L L O W L N M I C H E L L E C T C E N T U R Y C T ST A N D R E W S C T BROOK H O L L O W C T TR O O N C T HWY 1 1 4 TROP H Y C L U B D R HWY 1 1 4 151108 171494 171495 68347 171493335141 35140 35139 185201 Economic Development DAVID PETTIT Town Council Page 100 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 6 Project Plan Project Costs of the Zone There are a number of improvements within Tax Increment Reinvestment Zone #2 that will be financed by in part by incremental real property and sales tax generated within the TIRZ. The costs illustrated in the table above are estimates and may be revised. Savings from one line item may be applied to a cost increase in another line item. It is estimated that project costs obligations will arise with new developments and will be reimbursed by the TIRZ on a pay as you go basis. TIRZ Project Costs Amount Water Facilities and Improvements 6,500,000$ Sanitary Sewer Facilities and Improvements 5,000,000$ Storm Water Facilities and Improvements 4,500,000$ Street and Intersection Improvements 9,000,000$ Open Space, Park and Recreation Facilities and Improvements 5,000,000$ Economic Development Grants 3,500,000$ Project Financing Costs 500,000$ Administrative Costs 200,000$ Total 34,200,000$ Economic Development DAVID PETTIT Town Council Page 101 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 7 Anticipated Development Anticipated Development There are several projects anticipated to be developed within TIRZ #2 including restaurants, office space, hospitality and residential. The map to the left provides an overview of potential developments that we believe will occur during the life of the TIRZ along with estimated dates of when the incremental revenue will flow into the TIRZ fund. Site plans on the map to the left should be considered conceptual drafts at this point and may not accurately portray the final developments. Economic Development DAVID PETTIT Town Council Page 102 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 8 Financial Feasibility Analysis Method of Financing To fund the public improvements outlined on the previous pages, it is anticipated that the Town of Trophy Club will contribute 60% of its incremental real property tax revenue and 25% of its $0.01 General Fund Sales Tax to the TIRZ Fund. Additionally, it is proposed that Denton County and the Municipal Utility District (MUD) would contribute 60% of its revenue to the TIRZ fund. Town of Trophy Club TIRZ #2 Participation Overview TIRZ Participation Overview Ad Valorem Tax Rate Participation %Participation Rate Trophy Club 0.4993000 60.00%0.2995800 Northwest ISD 1.3750000 0.00%0.0000000 Denton County 0.2828670 60.00%0.1697202 Trophy CLUB MUD 1 0.1333900 60.00%0.0800340 Total 2.3098000 0.5608800 Sales Tax Rate Participation %Participation Rate Town of Trophy Club General Fund 1.00%25.00%0.25% EDC 0.50%0.00%0.00% Crime Control 0.50%0.00%0.00% Street Maintenance 0.50%0.00%0.00% Total 2.00%0.25% Debt Service It is not anticipated at this time that the TIRZ will incur any bonded indebtedness. Economic Feasibility Study A taxable value analysis was developed as part of the preliminary project and financing plan to determine the economic feasibility of the project. The study examined the expected tax revenue the TIRZ would receive based on the previously outlined developments. A summary overview of the anticipated development square footages, the anticipated sales per square foot and the anticipated taxable value per square foot can be found to the right. The following pages show the estimated captured appraised value of the zone during each year of its existence and the net benefits of the zone to each of the local taxing jurisdictions. Utilizing the information outlined in this feasibility study, we have found that the TIRZ is economically feasible and will provide the Town with economic benefits that would not occur without its implementation. Anticipated Revenue Summary Based upon the assumptions above, the anticipated gross revenue of TIRZ #2 over its 32 year life is shown below. • Total Sales Tax Revenue $4,011,977 • Total Ad Valorem $30,179,796 • Total Revenue $34,191,773 TIF #2 Mixed Use Development Overview by Block Block Use Square Feet/Units Appraised Value PSF/Unit Estimated Appraised Value First Year of Tax Revenue A Retail 38,300 300$ 11,490,000$ 2017 B Retail 78,162 300$ 23,448,600$ 2017 B Multifamily 250 80,000$ 20,000,000$ 2017 C Office 160,000 200$ 32,000,000$ 2018 D Retail 17,054 300$ 5,116,200$ 2019 F Retail 23,700 300$ 7,110,000$ 2019 F Office 12,000 200$ 2,400,000$ 2019 G Office 40,000 200$ 8,000,000$ 2019 H Hotel 200 90,000$ 18,000,000$ 2019 H Retail 13,765 300$ 4,129,500$ 2020 I Brownstones 30 200,000$ 6,000,000$ 2017 H Office 100,000 200$ 20,000,000$ 2020 Total 157,694,300$ Economic Development DAVID PETTIT Town Council Page 103 of 355 Meeting Date: Monday, May 5, 2014 TAXABLE BASE YEAR GROWTH 2.00% DISCOUNT RATE 6.00% Sales Tax Participation Trophy Club 0.4993000 60% 0.2995800 Trophy Club 0.4993000 0% 0.0000000 Northwest ISD 1.4525000 0% 0.0000000 Northwest ISD 1.4525000 0% 0.0000000 Denton County 0.2849140 60% 0.1709484 Denton County 0.2849140 0% 0.0000000 Trophy CLUB MUD 1 0.1333900 60% 0.0800340 Trophy CLUB MUD 1 0.1333900 0% 0.0000000 2.3701040 0.5505624 2.3701040 0.0000000 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 REVENUE YEAR 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 TOTALS BASE YEAR Trophy Club 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Northwest ISD 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Denton County 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Trophy CLUB MUD 1 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 TAXABLE VALUE Trophy Club 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Northwest ISD 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Denton County 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Trophy CLUB MUD 1 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 TAXABLE VALUE INCREMENT Trophy Club 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Northwest ISD 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Denton County 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Trophy CLUB MUD 1 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 REVENUE A TAXABLE VALUE GROWTH OF EXISTING PROPERTIES Trophy Club 335 676 1,025 1,380 1,743 2,112 2,490 2,874 3,267 3,667 4,075 4,491 4,916 5,349 5,791 6,242 6,702 7,170 7,649 8,137 8,634 9,142 9,659 10,188 10,726 11,276 11,836 12,408 12,991 13,585 14,192 14,811 219,537 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 191 386 585 788 994 1,205 1,421 1,640 1,864 2,092 2,325 2,563 2,805 3,052 3,305 3,562 3,824 4,092 4,365 4,643 4,927 5,217 5,512 5,813 6,121 6,434 6,754 7,080 7,413 7,752 8,098 8,451 125,274 Denton County Trophy CLUB MUD 1 89 181 274 369 466 564 665 768 873 980 1,089 1,200 1,313 1,429 1,547 1,668 1,790 1,916 2,043 2,174 2,307 2,442 2,581 2,722 2,866 3,012 3,162 3,315 3,470 3,629 3,791 3,957 58,650 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL A 122,143 615 1,243 1,883 2,537 3,203 3,882 4,575 5,282 6,003 6,739 7,489 8,254 9,035 9,831 10,643 11,471 12,316 13,178 14,057 14,953 15,868 16,801 17,752 18,722 19,712 20,722 21,752 22,802 23,874 24,967 26,081 27,219 403,461 REVENUE #1 - BLOCK A REAL PROPERTY TAX 0 0 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 BUSINESS PERSONAL PROPERTY 0 0 383,000 766,000 781,320 796,946 812,885 829,143 845,726 862,640 879,893 897,491 915,441 933,750 952,425 971,473 990,903 1,010,721 1,030,935 1,051,554 1,072,585 1,094,037 1,115,917 1,138,236 1,161,000 1,184,220 1,207,905 1,232,063 1,256,704 1,281,838 1,307,475 1,333,625 Trophy Club 0 0 17,211 34,422 35,110 35,812 36,529 37,259 38,004 38,764 39,540 40,331 41,137 41,960 42,799 43,655 44,528 45,419 46,327 47,254 48,199 49,163 50,146 51,149 52,172 53,215 54,280 55,365 56,473 57,602 58,754 59,929 1,352,507 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 9,821 19,642 20,035 20,436 20,844 21,261 21,686 22,120 22,562 23,014 23,474 23,943 24,422 24,911 25,409 25,917 26,436 26,964 27,504 28,054 28,615 29,187 29,771 30,366 30,973 31,593 32,225 32,869 33,527 34,197 771,777 Denton County Trophy CLUB MUD 1 0 0 4,598 9,196 9,380 9,567 9,759 9,954 10,153 10,356 10,563 10,774 10,990 11,210 11,434 11,663 11,896 12,134 12,376 12,624 12,876 13,134 13,397 13,665 13,938 14,217 14,501 14,791 15,087 15,389 15,696 16,010 361,328 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #1 919,212 0 0 31,630 63,260 64,525 65,815 67,132 68,474 69,844 71,241 72,665 74,119 75,601 77,113 78,655 80,228 81,833 83,470 85,139 86,842 88,579 90,350 92,157 94,000 95,880 97,798 99,754 101,749 103,784 105,860 107,977 110,137 2,485,612 REVENUE #2 - BLOCK B + I REAL PROPERTY TAX 0 0 24,724,300 37,086,450 49,448,600 50,437,572 51,446,323 52,475,250 53,524,755 54,595,250 55,687,155 56,800,898 57,936,916 59,095,654 60,277,567 61,483,119 62,712,781 63,967,037 65,246,378 66,551,305 67,882,331 69,239,978 70,624,777 72,037,273 73,478,018 74,947,579 76,446,530 77,975,461 79,534,970 81,125,670 82,748,183 84,403,147 BUSINESS PERSONAL PROPERTY 0 0 844,120 1,266,180 1,688,240 1,722,005 1,756,445 1,791,574 1,827,405 1,863,953 1,901,232 1,939,257 1,978,042 2,017,603 2,057,955 2,099,114 2,141,097 2,183,918 2,227,597 2,272,149 2,317,592 2,363,944 2,411,222 2,459,447 2,508,636 2,558,809 2,609,985 2,662,184 2,715,428 2,769,737 2,825,131 2,881,634 Trophy Club 0 0 74,069 111,104 148,138 151,101 154,123 157,205 160,349 163,556 166,828 170,164 173,567 177,039 180,580 184,191 187,875 191,632 195,465 199,374 203,362 207,429 211,578 215,809 220,125 224,528 229,019 233,599 238,271 243,036 247,897 252,855 5,673,869 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 42,266 63,399 84,532 86,222 87,947 89,706 91,500 93,330 95,196 97,100 99,042 101,023 103,044 105,104 107,206 109,351 111,538 113,768 116,044 118,365 120,732 123,147 125,609 128,122 130,684 133,298 135,964 138,683 141,457 144,286 3,237,662 Denton County Trophy CLUB MUD 1 0 0 19,788 29,682 39,576 40,367 41,175 41,998 42,838 43,695 44,569 45,460 46,369 47,297 48,243 49,207 50,192 51,195 52,219 53,264 54,329 55,416 56,524 57,654 58,807 59,984 61,183 62,407 63,655 64,928 66,227 67,551 1,515,797 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #2 3,830,930 0 0 136,123 204,184 272,245 277,690 283,244 288,909 294,687 300,581 306,593 312,724 318,979 325,358 331,866 338,503 345,273 352,178 359,222 366,406 373,735 381,209 388,833 396,610 404,542 412,633 420,886 429,304 437,890 446,647 455,580 464,692 10,427,328 ESTIMATE OF GENERAL IMPACT OF PROPOSED ZONE PROPERTY VALUES AND TAX REVENUES BUSINESS PERSONAL PROPERTY TAXREAL PROPERTY TAX 0.25% Preliminary Project and Financing Plan, TIRZ #2 9 Financial Feasibility Analysis Economic Development DAVID PETTIT Town Council Page 104 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 10 Financial Feasibility Analysis REVENUE #3 - BLOCK C + H REAL PROPERTY TAX 0 0 0 24,000,000 49,500,000 70,129,500 71,532,090 72,962,732 74,421,986 75,910,426 77,428,635 78,977,207 80,556,752 82,167,887 83,811,244 85,487,469 87,197,219 88,941,163 90,719,986 92,534,386 94,385,074 96,272,775 98,198,231 100,162,195 102,165,439 104,208,748 106,292,923 108,418,781 110,587,157 112,798,900 115,054,878 117,355,976 BUSINESS PERSONAL PROPERTY 0 0 0 800,000 1,406,475 1,875,300 1,912,806 1,951,062 1,990,083 2,029,885 2,070,483 2,111,892 2,154,130 2,197,213 2,241,157 2,285,980 2,331,700 2,378,334 2,425,901 2,474,419 2,523,907 2,574,385 2,625,873 2,678,390 2,731,958 2,786,597 2,842,329 2,899,176 2,957,159 3,016,302 3,076,628 3,138,161 Trophy Club 0 0 0 71,899 148,292 210,094 214,296 218,582 222,953 227,412 231,961 236,600 241,332 246,159 251,082 256,103 261,225 266,450 271,779 277,215 282,759 288,414 294,182 300,066 306,067 312,189 318,432 324,801 331,297 337,923 344,681 351,575 7,645,820 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 0 41,028 84,619 119,885 122,283 124,729 127,223 129,768 132,363 135,010 137,710 140,465 143,274 146,139 149,062 152,043 155,084 158,186 161,350 164,577 167,868 171,226 174,650 178,143 181,706 185,340 189,047 192,828 196,684 200,618 4,362,910 Denton County Trophy CLUB MUD 1 0 0 0 19,208 39,617 56,127 57,250 58,395 59,563 60,754 61,969 63,209 64,473 65,762 67,077 68,419 69,787 71,183 72,607 74,059 75,540 77,051 78,592 80,164 81,767 83,402 85,070 86,772 88,507 90,277 92,083 93,925 2,042,612 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #3 4,968,267 0 0 0 132,135 272,528 386,107 393,829 401,705 409,739 417,934 426,293 434,819 443,515 452,385 461,433 470,662 480,075 489,677 499,470 509,460 519,649 530,042 540,643 551,455 562,484 573,734 585,209 596,913 608,851 621,028 633,449 646,118 14,051,342 REVENUE #4 - BLOCK D REAL PROPERTY TAX 0 0 0 0 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 BUSINESS PERSONAL PROPERTY 0 0 0 0 170,540 255,810 341,080 347,902 354,860 361,957 369,196 376,580 384,111 391,794 399,630 407,622 415,775 424,090 432,572 441,223 450,048 459,049 468,230 477,594 487,146 496,889 506,827 516,963 527,303 537,849 548,606 559,578 Trophy Club 0 0 0 0 7,664 11,495 15,327 15,634 15,946 16,265 16,591 16,922 17,261 17,606 17,958 18,317 18,684 19,057 19,438 19,827 20,224 20,628 21,041 21,462 21,891 22,329 22,775 23,231 23,695 24,169 24,653 25,146 535,237 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 0 0 4,373 6,560 8,746 8,921 9,099 9,281 9,467 9,656 9,849 10,046 10,247 10,452 10,661 10,875 11,092 11,314 11,540 11,771 12,006 12,247 12,492 12,741 12,996 13,256 13,521 13,792 14,067 14,349 305,420 Denton County Trophy CLUB MUD 1 0 0 0 0 2,047 3,071 4,095 4,177 4,260 4,345 4,432 4,521 4,611 4,704 4,798 4,894 4,991 5,091 5,193 5,297 5,403 5,511 5,621 5,734 5,848 5,965 6,085 6,206 6,330 6,457 6,586 6,718 142,991 Trophy CLUB MUD 1 SUBTOTAL #4 339,244 0 0 0 0 14,084 21,126 28,168 28,731 29,306 29,892 30,490 31,100 31,722 32,356 33,003 33,663 34,336 35,023 35,724 36,438 37,167 37,910 38,668 39,442 40,231 41,035 41,856 42,693 43,547 44,418 45,306 46,212 983,648 REVENUE #5 - BLOCK E REAL PROPERTY TAX 0 0 0 0 4,755,000 7,132,500 9,510,000 9,700,200 9,894,204 10,092,088 10,293,930 10,499,808 10,709,805 10,924,001 11,142,481 11,365,330 11,592,637 11,824,490 12,060,979 12,302,199 12,548,243 12,799,208 13,055,192 13,316,296 13,582,622 13,854,274 14,131,360 14,413,987 14,702,267 14,996,312 15,296,238 15,602,163 BUSINESS PERSONAL PROPERTY 0 0 0 0 297,000 445,500 594,000 605,880 617,998 630,358 642,965 655,824 668,940 682,319 695,966 709,885 724,083 738,564 753,336 768,402 783,770 799,446 815,435 831,743 848,378 865,346 882,653 900,306 918,312 936,678 955,412 974,520 Trophy Club 0 0 0 0 14,245 21,368 28,490 29,060 29,641 30,234 30,839 31,455 32,084 32,726 33,381 34,048 34,729 35,424 36,132 36,855 37,592 38,344 39,111 39,893 40,691 41,505 42,335 43,181 44,045 44,926 45,824 46,741 994,899 Trophy Club Northwest ISD 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Northwest ISD Denton County 0 0 0 0 8,129 12,193 16,257 16,582 16,914 17,252 17,597 17,949 18,308 18,674 19,048 19,429 19,817 20,214 20,618 21,030 21,451 21,880 22,318 22,764 23,219 23,684 24,157 24,640 25,133 25,636 26,149 26,672 567,716 Denton County Trophy CLUB MUD 1 0 0 0 0 3,806 5,708 7,611 7,763 7,919 8,077 8,239 8,403 8,571 8,743 8,918 9,096 9,278 9,464 9,653 9,846 10,043 10,244 10,449 10,658 10,871 11,088 11,310 11,536 11,767 12,002 12,242 12,487 265,791 Trophy CLUB MUD 1 SUBTOTAL #5 630,587 0 0 0 0 26,179 39,269 52,358 53,406 54,474 55,563 56,675 57,808 58,964 60,143 61,346 62,573 63,825 65,101 66,403 67,731 69,086 70,468 71,877 73,315 74,781 76,276 77,802 79,358 80,945 82,564 84,215 85,900 1,828,406 REVENUE #6 - SALES SALES TAX 0 0 17,469,300 29,076,450 38,783,562 41,375,601 43,898,009 44,775,969 45,671,489 46,584,919 47,516,617 48,466,949 49,436,288 50,425,014 51,433,514 52,462,185 53,511,428 54,581,657 55,673,290 56,786,756 57,922,491 59,080,941 60,262,559 61,467,811 62,697,167 63,951,110 65,230,132 66,534,735 67,865,430 69,222,738 70,607,193 72,019,337 1,604,790,641 Trophy Club SUBTOTAL #6 1,462,323 0 0 43,673 72,691 96,959 103,439 109,745 111,940 114,179 116,462 118,792 121,167 123,591 126,063 128,584 131,155 133,779 136,454 139,183 141,967 144,806 147,702 150,656 153,670 156,743 159,878 163,075 166,337 169,664 173,057 176,518 180,048 4,011,977 TIF REVENUE A, 1, 2, 3, 4, 5, 6 615 1,243 213,309 474,806 749,723 897,328 939,051 958,448 978,232 998,412 1,018,996 1,039,991 1,061,406 1,083,250 1,105,530 1,128,256 1,151,437 1,175,081 1,199,198 1,223,797 1,248,889 1,274,482 1,300,587 1,327,214 1,354,374 1,382,077 1,410,334 1,439,156 1,468,555 1,498,541 1,529,127 1,560,325 34,191,773 Total Taxable Value 5,700,864 5,814,881 36,400,479 78,626,252 124,152,298 149,785,132 156,217,992 159,342,352 162,529,199 165,779,783 169,095,378 172,477,286 175,926,832 179,445,368 183,034,276 186,694,961 190,428,860 194,237,437 198,122,186 202,084,630 206,126,323 210,248,849 214,453,826 218,742,902 223,117,761 227,580,116 232,131,718 236,774,352 241,509,839 246,340,036 251,266,837 256,292,174 TIF Revenue Running Total 615 1,859 215,168 689,974 1,439,698 2,337,026 3,276,077 4,234,525 5,212,757 6,211,169 7,230,164 8,270,155 9,331,562 10,414,812 11,520,342 12,648,598 13,800,035 14,975,116 16,174,314 17,398,112 18,647,001 19,921,483 21,222,070 22,549,284 23,903,658 25,285,735 26,696,069 28,135,225 29,603,780 31,102,321 32,631,448 34,191,773 NET PRESENT VALUE @ 6%12,272,706 GROSS 34,191,773 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 Trophy Club 7,344,626 335 676 135,978 291,496 452,151 535,422 560,999 572,554 584,340 596,362 608,624 621,131 633,889 646,901 660,174 673,712 687,522 701,607 715,974 730,628 745,576 760,822 776,373 792,236 808,415 824,919 841,752 858,922 876,435 894,299 912,519 931,105 20,433,845 Northwest ISD - 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Denton County 3,356,600 191 386 52,672 124,856 202,682 246,501 257,498 262,839 268,287 273,843 279,511 285,293 291,190 297,205 303,340 309,598 315,981 322,491 329,132 335,906 342,815 349,863 357,051 364,383 371,862 379,490 387,271 395,208 403,303 411,560 419,982 428,573 9,370,760 Trophy CLUB MUD 1 1,571,481 89 181 24,660 58,455 94,891 115,406 120,554 123,055 125,605 128,207 130,861 133,567 136,328 139,144 142,016 144,946 147,935 150,983 154,092 157,263 160,498 163,797 167,163 170,596 174,097 177,668 181,311 185,027 188,817 192,683 196,626 200,648 4,387,168 TOTALS 615 1,243 213,309 474,806 749,723 897,328 939,051 958,448 978,232 998,412 1,018,996 1,039,991 1,061,406 1,083,250 1,105,530 1,128,256 1,151,437 1,175,081 1,199,198 1,223,797 1,248,889 1,274,482 1,300,587 1,327,214 1,354,374 1,382,077 1,410,334 1,439,156 1,468,555 1,498,541 1,529,127 1,560,325 34,191,773 Economic Development DAVID PETTIT Town Council Page 105 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 11 Financial Feasibility Analysis $0 $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 Total Annual Tax Revenue Generated Trophy CLUB MUD 1 Denton County Northwest ISD Trophy Club $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 2015 2017 2019 2021 2023 2025 2027 2029 2031 2033 2035 2037 2039 2041 2043 2045 Potential TIF Tax Revenue Trophy CLUB MUD 1 Denton County Trophy Club 85,269,462 82,466,146 16,176,082 7,573,259 30 Year Gross Economic Impact Trophy Club Northwest ISD Denton County Trophy CLUB MUD 1 20,433,845 9,370,760 4,387,168 30 Year Potential TIF Revenue Trophy Club Denton County Trophy CLUB MUD 1 64,835,617 82,466,146 6,805,323 3,186,091 30 Year Net Benefit Trophy Club Northwest ISD Denton County Trophy CLUB MUD 1 Economic Development DAVID PETTIT Town Council Page 106 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 12 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 Sales Tax Rate 0.0200000 12.50%0.0025000 Block A AREA Year SF/UNITS $ / SF TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2017 38,300 300.00$ 11,490,000$ 20.00$ 766,000$ 300.00$ 11,490,000$ Office TOTAL 38,300 11,490,000 766,000 11,490,000 ►OUTPUT TOTAL TAX REVENUE TOTAL Trophy Club 55.9%11,433,813$ =2,254,179$ +150,279$ +9,029,355$ Northwest ISD 34.2%6,994,741$ =6,557,569$ +437,171$ +-$ Denton County 6.7%1,372,048$ =1,286,295$ +85,753$ +-$ Trophy CLUB MUD 1 3.1%642,360$ =602,213$ +40,148$ +-$ 100.0%20,442,962 10,700,256$ 713,350$ 9,029,355$ 100.0%52.3%3.5%44.2% TOTAL PARTICIPATION TOTAL Trophy Club 68.6%2,481,177$ =1,352,507$ +-$ +1,128,669$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 21.4%771,777$ =771,777$ +-$ +-$ Trophy CLUB MUD 1 10.0%361,328$ =361,328$ +-$ +-$ 100.0%3,614,281$ 2,485,612$ -$ 1,128,669$ 100.0%68.8%0.0%31.2% NET BENEFIT TOTAL Trophy Club 53.2%8,952,636$ =901,671$ +150,279$ +7,900,686$ Northwest ISD 41.6%6,994,741$ =6,557,569$ +437,171$ +-$ Denton County 3.6%600,271$ =514,518$ +85,753$ +-$ Trophy CLUB MUD 1 1.7%281,033$ =240,885$ +40,148$ +-$ 100.0%16,828,680$ 8,214,644$ 713,350$ 7,900,686$ 100.0%48.8%4.2%46.9% REAL PROPERTY PERSONAL PROPERTY SALES 30 YEAR - BLOCK A : INPUT & OUTPUT PARTICIPATION PARTICIPATION SALES REAL PROPERTY PERSONAL PROPERTY SALES SALES REAL PROPERTY PERSONAL PROPERTY REAL PROPERTY PERSONAL PROPERTY Economic Development DAVID PETTIT Town Council Page 107 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 13 Financial Feasibility Analysis Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - - 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 PV GROSS Trophy Club 883,642 - - 28,685 57,370 58,517 59,687 60,881 62,099 63,341 64,607 65,900 67,218 68,562 69,933 71,332 72,758 74,214 75,698 77,212 78,756 80,331 81,938 83,577 85,248 86,953 88,692 90,466 92,275 94,121 96,003 97,923 99,882 2,254,179 Northwest ISD 2,570,580 - - 83,446 166,892 170,230 173,635 177,107 180,650 184,263 187,948 191,707 195,541 199,452 203,441 207,510 211,660 215,893 220,211 224,615 229,107 233,689 238,363 243,130 247,993 252,953 258,012 263,172 268,436 273,804 279,281 284,866 290,563 6,557,569 De nton County 504,230 - - 16,368 32,737 33,391 34,059 34,740 35,435 36,144 36,867 37,604 38,356 39,123 39,906 40,704 41,518 42,348 43,195 44,059 44,940 45,839 46,756 47,691 48,645 49,618 50,610 51,622 52,655 53,708 54,782 55,878 56,995 1,286,295 Trophy CLUB MUD 1 236,069 - - 7,663 15,327 15,633 15,946 16,265 16,590 16,922 17,260 17,605 17,957 18,317 18,683 19,057 19,438 19,826 20,223 20,627 21,040 21,461 21,890 22,328 22,774 23,230 23,694 24,168 24,652 25,145 25,648 26,161 26,684 602,213 Total 3,957,095 - - 136,162 272,325 277,771 283,327 288,993 294,773 300,669 306,682 312,816 319,072 325,454 331,963 338,602 345,374 352,281 359,327 366,514 373,844 381,321 388,947 396,726 404,661 412,754 421,009 429,429 438,018 446,778 455,714 464,828 474,124 10,700,256 % OCCUPIED 0%0%50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - 383,000 766,000 781,320 796,946 812,885 829,143 845,726 862,640 879,893 897,491 915,441 933,750 952,425 971,473 990,903 1,010,721 1,030,935 1,051,554 1,072,585 1,094,037 1,115,917 1,138,236 1,161,000 1,184,220 1,207,905 1,232,063 1,256,704 1,281,838 1,307,475 1,333,625 PV GROSS Trophy Club 58,909 - - 1,912 3,825 3,901 3,979 4,059 4,140 4,223 4,307 4,393 4,481 4,571 4,662 4,755 4,851 4,948 5,047 5,147 5,250 5,355 5,463 5,572 5,683 5,797 5,913 6,031 6,152 6,275 6,400 6,528 6,659 150,279 Northwest ISD 171,372 - - 5,563 11,126 11,349 11,576 11,807 12,043 12,284 12,530 12,780 13,036 13,297 13,563 13,834 14,111 14,393 14,681 14,974 15,274 15,579 15,891 16,209 16,533 16,864 17,201 17,545 17,896 18,254 18,619 18,991 19,371 437,171 Denton County 33,615 - - 1,091 2,182 2,226 2,271 2,316 2,362 2,410 2,458 2,507 2,557 2,608 2,660 2,714 2,768 2,823 2,880 2,937 2,996 3,056 3,117 3,179 3,243 3,308 3,374 3,441 3,510 3,581 3,652 3,725 3,800 85,753 Trophy CLUB MUD 1 15,738 - - 511 1,022 1,042 1,063 1,084 1,106 1,128 1,151 1,174 1,197 1,221 1,246 1,270 1,296 1,322 1,348 1,375 1,403 1,431 1,459 1,489 1,518 1,549 1,580 1,611 1,643 1,676 1,710 1,744 1,779 40,148 Total 263,806 - - 9,077 18,155 18,518 18,888 19,266 19,652 20,045 20,445 20,854 21,271 21,697 22,131 22,573 23,025 23,485 23,955 24,434 24,923 25,421 25,930 26,448 26,977 27,517 28,067 28,629 29,201 29,785 30,381 30,989 31,608 713,350 % OCCUPIED 0%0%50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 PV GROSS Total 3,339,174 - - 114,900 229,800 234,396 239,084 243,866 248,743 253,718 258,792 263,968 269,247 274,632 280,125 285,727 291,442 297,271 303,216 309,281 315,466 321,775 328,211 334,775 341,471 348,300 355,266 362,371 369,619 377,011 384,551 392,243 400,087 9,029,355 SUMMARY PV GROSS Trophy Club 4,482,077 - - 145,497 290,994 296,814 302,750 308,805 314,981 321,281 327,707 334,261 340,946 347,765 354,720 361,815 369,051 376,432 383,961 391,640 399,473 407,462 415,611 423,924 432,402 441,050 449,871 458,869 468,046 477,407 486,955 496,694 506,628 11,433,813 Northwest ISD 2,741,952 - - 89,009 178,018 181,579 185,210 188,915 192,693 196,547 200,478 204,487 208,577 212,748 217,003 221,344 225,770 230,286 234,891 239,589 244,381 249,269 254,254 259,339 264,526 269,816 275,213 280,717 286,331 292,058 297,899 303,857 309,934 6,994,741 Denton County 537,845 - - 17,460 34,919 35,617 36,330 37,056 37,798 38,553 39,325 40,111 40,913 41,732 42,566 43,417 44,286 45,172 46,075 46,996 47,936 48,895 49,873 50,870 51,888 52,926 53,984 55,064 56,165 57,288 58,434 59,603 60,795 1,372,048 Trophy CLUB MUD 1 251,807 - - 8,174 16,348 16,675 17,009 17,349 17,696 18,050 18,411 18,779 19,155 19,538 19,928 20,327 20,734 21,148 21,571 22,003 22,443 22,892 23,349 23,816 24,293 24,779 25,274 25,780 26,295 26,821 27,358 27,905 28,463 642,360 Total 7,560,076 - - 260,140 520,280 530,686 541,299 552,125 563,168 574,431 585,920 597,638 609,591 621,783 634,218 646,903 659,841 673,038 686,498 700,228 714,233 728,518 743,088 757,950 773,109 788,571 804,342 820,429 836,838 853,574 870,646 888,059 905,820 20,442,962 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Economic Development DAVID PETTIT Town Council Page 108 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 14 PARTICIPATION REAL PROPERTY Taxable Value - - 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 PV GROSS Trophy Club 530,185 - - 17,211 34,422 35,110 35,812 36,529 37,259 38,004 38,764 39,540 40,331 41,137 41,960 42,799 43,655 44,528 45,419 46,327 47,254 48,199 49,163 50,146 51,149 52,172 53,215 54,280 55,365 56,473 57,602 58,754 59,929 1,352,507 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 302,538 - - 9,821 19,642 20,035 20,436 20,844 21,261 21,686 22,120 22,562 23,014 23,474 23,943 24,422 24,911 25,409 25,917 26,436 26,964 27,504 28,054 28,615 29,187 29,771 30,366 30,973 31,593 32,225 32,869 33,527 34,197 771,777 Trophy CLUB MUD 1 141,641 - - 4,598 9,196 9,380 9,567 9,759 9,954 10,153 10,356 10,563 10,774 10,990 11,210 11,434 11,663 11,896 12,134 12,376 12,624 12,876 13,134 13,397 13,665 13,938 14,217 14,501 14,791 15,087 15,389 15,696 16,010 361,328 Total 919,212 - - 31,630 63,260 64,525 65,815 67,132 68,474 69,844 71,241 72,665 74,119 75,601 77,113 78,655 80,228 81,833 83,470 85,139 86,842 88,579 90,350 92,157 94,000 95,880 97,798 99,754 101,749 103,784 105,860 107,977 110,137 2,485,612 PERSONAL PROPERTY Taxable Value - - 383,000 766,000 781,320 796,946 812,885 829,143 845,726 862,640 879,893 897,491 915,441 933,750 952,425 971,473 990,903 1,010,721 1,030,935 1,051,554 1,072,585 1,094,037 1,115,917 1,138,236 1,161,000 1,184,220 1,207,905 1,232,063 1,256,704 1,281,838 1,307,475 1,333,625 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 PV GROSS Total 417,397 - - 14,363 28,725 29,300 29,885 30,483 31,093 31,715 32,349 32,996 33,656 34,329 35,016 35,716 36,430 37,159 37,902 38,660 39,433 40,222 41,026 41,847 42,684 43,538 44,408 45,296 46,202 47,126 48,069 49,030 50,011 1,128,669 SUMMARY PV GROSS Trophy Club 972,626 - - 31,573 63,147 64,410 65,698 67,012 68,352 69,719 71,113 72,536 73,986 75,466 76,976 78,515 80,085 81,687 83,321 84,987 86,687 88,421 90,189 91,993 93,833 95,709 97,624 99,576 101,568 103,599 105,671 107,784 109,940 2,481,177 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 302,538 - - 9,821 19,642 20,035 20,436 20,844 21,261 21,686 22,120 22,562 23,014 23,474 23,943 24,422 24,911 25,409 25,917 26,436 26,964 27,504 28,054 28,615 29,187 29,771 30,366 30,973 31,593 32,225 32,869 33,527 34,197 771,777 Trophy CLUB MUD 1 141,641 - - 4,598 9,196 9,380 9,567 9,759 9,954 10,153 10,356 10,563 10,774 10,990 11,210 11,434 11,663 11,896 12,134 12,376 12,624 12,876 13,134 13,397 13,665 13,938 14,217 14,501 14,791 15,087 15,389 15,696 16,010 361,328 Total 1,336,609 - - 45,992 91,985 93,824 95,701 97,615 99,567 101,558 103,590 105,661 107,775 109,930 112,129 114,371 116,659 118,992 121,372 123,799 126,275 128,801 131,377 134,004 136,684 139,418 142,206 145,050 147,951 150,911 153,929 157,007 160,147 3,614,281 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 3,509,451 - - 113,924 227,847 232,404 237,053 241,794 246,629 251,562 256,593 261,725 266,960 272,299 277,745 283,300 288,966 294,745 300,640 306,653 312,786 319,041 325,422 331,931 338,569 345,341 352,248 359,293 366,478 373,808 381,284 388,910 396,688 8,952,636 Northwest ISD 2,741,952 - - 89,009 178,018 181,579 185,210 188,915 192,693 196,547 200,478 204,487 208,577 212,748 217,003 221,344 225,770 230,286 234,891 239,589 244,381 249,269 254,254 259,339 264,526 269,816 275,213 280,717 286,331 292,058 297,899 303,857 309,934 6,994,741 Denton County 235,307 - - 7,639 15,277 15,583 15,894 16,212 16,536 16,867 17,204 17,549 17,900 18,258 18,623 18,995 19,375 19,763 20,158 20,561 20,972 21,392 21,819 22,256 22,701 23,155 23,618 24,090 24,572 25,064 25,565 26,076 26,598 600,271 Trophy CLUB MUD 1 110,165 - - 3,576 7,152 7,295 7,441 7,590 7,742 7,897 8,055 8,216 8,380 8,548 8,719 8,893 9,071 9,252 9,437 9,626 9,819 10,015 10,215 10,420 10,628 10,841 11,057 11,279 11,504 11,734 11,969 12,208 12,452 281,033 Total 6,223,467 - - 214,148 428,295 436,861 445,598 454,510 463,601 472,873 482,330 491,977 501,816 511,853 522,090 532,531 543,182 554,046 565,127 576,429 587,958 599,717 611,711 623,945 636,424 649,153 662,136 675,379 688,886 702,664 716,717 731,052 745,673 16,828,680 Economic Development DAVID PETTIT Town Council Page 109 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 15 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 Sales Tax Rate 0.0200000 12.50%0.0025000 Block B + I AREA Year SF/UNITS $ / SF TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2017 78,162 300.00$ 23,448,600$ 20.00$ 1,563,240$ 300.00$ 23,448,600$ Multifamily 2017 250 80,000$ 20,000,000$ 500$ 125,000$ -$ -$ Brownstones 2017 30 200,000$ 6,000,000$ -$ -$ -$ -$ TOTAL 78,442 49,448,600 1,688,240 23,448,600 OUTPUT ► TOTAL TAX REVENUE TOTAL Trophy Club 43.1%27,741,499$ =9,456,449$ +322,856$ +17,962,195$ Northwest ISD 44.2%28,448,707$ =27,509,496$ +939,210$ +-$ Denton County 8.7%5,580,334$ =5,396,104$ +184,230$ +-$ Trophy CLUB MUD 1 4.1%2,612,580$ =2,526,328$ +86,252$ +-$ 100.0%64,383,120 44,888,377$ 1,532,548$ 17,962,195$ 100.0%69.7%2.4%27.9% TOTAL PARTICIPATION TOTAL Trophy Club 62.5%7,919,144$ =5,673,869$ +-$ +2,245,274$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 25.5%3,237,662$ =3,237,662$ +-$ +-$ Trophy CLUB MUD 1 12.0%1,515,797$ =1,515,797$ +-$ +-$ 100.0%12,672,603$ 10,427,328$ -$ 2,245,274$ 100.0%82.3%0.0%17.7% NET BENEFIT TOTAL Trophy Club 38.3%19,822,356$ =3,782,579$ +322,856$ +15,716,921$ Northwest ISD 55.0%28,448,707$ =27,509,496$ +939,210$ +-$ Denton County 4.5%2,342,672$ =2,158,441$ +184,230$ +-$ Trophy CLUB MUD 1 2.1%1,096,783$ =1,010,531$ +86,252$ +-$ 100.0%51,710,517$ 34,461,049$ 1,532,548$ 15,716,921$ 100.0%66.6%3.0%30.4% REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY 30 YEAR - BLOCK B + I : INPUT & OUTPUT PARTICIPATION PARTICIPATION REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY PERSONAL PROPERTY SALES PERSONAL PROPERTY SALES Economic Development DAVID PETTIT Town Council Page 110 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 16 Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - 24,724,300 37,086,450 49,448,600 50,437,572 51,446,323 52,475,250 53,524,755 54,595,250 55,687,155 56,800,898 57,936,916 59,095,654 60,277,567 61,483,119 62,712,781 63,967,037 65,246,378 66,551,305 67,882,331 69,239,978 70,624,777 72,037,273 73,478,018 74,947,579 76,446,530 77,975,461 79,534,970 81,125,670 82,748,183 84,403,147 PV GROSS Trophy Club 3,682,690 - - 123,448 185,173 246,897 251,835 256,871 262,009 267,249 272,594 278,046 283,607 289,279 295,065 300,966 306,985 313,125 319,387 325,775 332,291 338,936 345,715 352,630 359,682 366,876 374,213 381,698 389,331 397,118 405,060 413,162 421,425 9,456,449 Northwest ISD 10,713,212 - - 359,120 538,681 718,241 732,606 747,258 762,203 777,447 792,996 808,856 825,033 841,534 858,364 875,532 893,042 910,903 929,121 947,704 966,658 985,991 1,005,711 1,025,825 1,046,341 1,067,268 1,088,614 1,110,386 1,132,594 1,155,245 1,178,350 1,201,917 1,225,956 27,509,496 Denton County 2,101,442 - - 70,443 105,664 140,886 143,704 146,578 149,509 152,500 155,550 158,661 161,834 165,070 168,372 171,739 175,174 178,677 182,251 185,896 189,614 193,406 197,274 201,220 205,244 209,349 213,536 217,807 222,163 226,606 231,138 235,761 240,476 5,396,104 Trophy CLUB MUD 1 983,845 - - 32,980 49,470 65,959 67,279 68,624 69,997 71,397 72,825 74,281 75,767 77,282 78,828 80,404 82,012 83,653 85,326 87,032 88,773 90,548 92,359 94,206 96,091 98,012 99,973 101,972 104,011 106,092 108,214 110,378 112,585 2,526,328 Total 16,491,688 - - 585,992 878,987 1,171,983 1,195,423 1,219,331 1,243,718 1,268,592 1,293,964 1,319,843 1,346,240 1,373,165 1,400,628 1,428,641 1,457,214 1,486,358 1,516,085 1,546,407 1,577,335 1,608,882 1,641,059 1,673,881 1,707,358 1,741,505 1,776,336 1,811,862 1,848,100 1,885,062 1,922,763 1,961,218 2,000,442 44,888,377 % OCCUPIED 0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - - 844,120 1,266,180 1,688,240 1,722,005 1,756,445 1,791,574 1,827,405 1,863,953 1,901,232 1,939,257 1,978,042 2,017,603 2,057,955 2,099,114 2,141,097 2,183,918 2,227,597 2,272,149 2,317,592 2,363,944 2,411,222 2,459,447 2,508,636 2,558,809 2,609,985 2,662,184 2,715,428 2,769,737 2,825,131 2,881,634 PV GROSS Trophy Club 125,732 - - 4,215 6,322 8,429 8,598 8,770 8,945 9,124 9,307 9,493 9,683 9,876 10,074 10,275 10,481 10,690 10,904 11,122 11,345 11,572 11,803 12,039 12,280 12,526 12,776 13,032 13,292 13,558 13,829 14,106 14,388 322,856 Northwest ISD 365,763 - - 12,261 18,391 24,522 25,012 25,512 26,023 26,543 27,074 27,615 28,168 28,731 29,306 29,892 30,490 31,099 31,721 32,356 33,003 33,663 34,336 35,023 35,723 36,438 37,167 37,910 38,668 39,442 40,230 41,035 41,856 939,210 Denton County 71,746 - - 2,405 3,608 4,810 4,906 5,004 5,104 5,207 5,311 5,417 5,525 5,636 5,748 5,863 5,981 6,100 6,222 6,347 6,474 6,603 6,735 6,870 7,007 7,147 7,290 7,436 7,585 7,737 7,891 8,049 8,210 184,230 Trophy CLUB MUD 1 33,590 - - 1,126 1,689 2,252 2,297 2,343 2,390 2,438 2,486 2,536 2,587 2,639 2,691 2,745 2,800 2,856 2,913 2,971 3,031 3,091 3,153 3,216 3,281 3,346 3,413 3,481 3,551 3,622 3,695 3,768 3,844 86,252 Total 563,048 - - 20,007 30,010 40,013 40,813 41,630 42,462 43,311 44,178 45,061 45,962 46,882 47,819 48,776 49,751 50,746 51,761 52,796 53,852 54,929 56,028 57,148 58,291 59,457 60,646 61,859 63,097 64,358 65,646 66,959 68,298 1,532,548 % OCCUPIED 0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - - 11,724,300 17,586,450 23,448,600 23,917,572 24,395,923 24,883,842 25,381,519 25,889,149 26,406,932 26,935,071 27,473,772 28,023,248 28,583,713 29,155,387 29,738,495 30,333,264 30,939,930 31,558,728 32,189,903 32,833,701 33,490,375 34,160,182 34,843,386 35,540,254 36,251,059 36,976,080 37,715,602 38,469,914 39,239,312 40,024,098 PV GROSS Total 6,995,141 - - 234,486 351,729 468,972 478,351 487,918 497,677 507,630 517,783 528,139 538,701 549,475 560,465 571,674 583,108 594,770 606,665 618,799 631,175 643,798 656,674 669,807 683,204 696,868 710,805 725,021 739,522 754,312 769,398 784,786 800,482 17,962,195 SUMMARY PV GROSS Trophy Club 10,803,563 - - 362,149 543,224 724,298 738,784 753,560 768,631 784,004 799,684 815,677 831,991 848,631 865,603 882,916 900,574 918,585 936,957 955,696 974,810 994,306 1,014,192 1,034,476 1,055,166 1,076,269 1,097,794 1,119,750 1,142,145 1,164,988 1,188,288 1,212,054 1,236,295 27,741,499 Northwest ISD 11,078,975 - - 371,381 557,072 742,763 757,618 772,770 788,226 803,990 820,070 836,471 853,201 870,265 887,670 905,423 923,532 942,003 960,843 980,059 999,661 1,019,654 1,040,047 1,060,848 1,082,065 1,103,706 1,125,780 1,148,296 1,171,262 1,194,687 1,218,581 1,242,952 1,267,811 28,448,707 Denton County 2,173,188 - - 72,848 109,272 145,696 148,610 151,582 154,614 157,706 160,860 164,077 167,359 170,706 174,120 177,603 181,155 184,778 188,473 192,243 196,088 200,009 204,010 208,090 212,252 216,497 220,827 225,243 229,748 234,343 239,030 243,810 248,687 5,580,334 Trophy CLUB MUD 1 1,017,435 - - 34,106 51,159 68,211 69,576 70,967 72,387 73,834 75,311 76,817 78,353 79,921 81,519 83,149 84,812 86,509 88,239 90,004 91,804 93,640 95,512 97,423 99,371 101,359 103,386 105,453 107,563 109,714 111,908 114,146 116,429 2,612,580 Total 23,653,925 - - 840,484 1,260,726 1,680,968 1,714,588 1,748,879 1,783,857 1,819,534 1,855,925 1,893,043 1,930,904 1,969,522 2,008,913 2,049,091 2,090,073 2,131,874 2,174,512 2,218,002 2,262,362 2,307,609 2,353,761 2,400,837 2,448,853 2,497,830 2,547,787 2,598,743 2,650,718 2,703,732 2,757,807 2,812,963 2,869,222 64,383,120 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Economic Development DAVID PETTIT Town Council Page 111 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 17 Financial Feasibility Analysis PARTICIPATION REAL PROPERTY Taxable Value - - 24,724,300 37,086,450 49,448,600 50,437,572 51,446,323 52,475,250 53,524,755 54,595,250 55,687,155 56,800,898 57,936,916 59,095,654 60,277,567 61,483,119 62,712,781 63,967,037 65,246,378 66,551,305 67,882,331 69,239,978 70,624,777 72,037,273 73,478,018 74,947,579 76,446,530 77,975,461 79,534,970 81,125,670 82,748,183 84,403,147 PV GROSS Trophy Club 2,209,614 - - 74,069 111,104 148,138 151,101 154,123 157,205 160,349 163,556 166,828 170,164 173,567 177,039 180,580 184,191 187,875 191,632 195,465 199,374 203,362 207,429 211,578 215,809 220,125 224,528 229,019 233,599 238,271 243,036 247,897 252,855 5,673,869 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 1,260,865 - - 42,266 63,399 84,532 86,222 87,947 89,706 91,500 93,330 95,196 97,100 99,042 101,023 103,044 105,104 107,206 109,351 111,538 113,768 116,044 118,365 120,732 123,147 125,609 128,122 130,684 133,298 135,964 138,683 141,457 144,286 3,237,662 Trophy CLUB MUD 1 590,307 - - 19,788 29,682 39,576 40,367 41,175 41,998 42,838 43,695 44,569 45,460 46,369 47,297 48,243 49,207 50,192 51,195 52,219 53,264 54,329 55,416 56,524 57,654 58,807 59,984 61,183 62,407 63,655 64,928 66,227 67,551 1,515,797 Total 3,830,930 - - 136,123 204,184 272,245 277,690 283,244 288,909 294,687 300,581 306,593 312,724 318,979 325,358 331,866 338,503 345,273 352,178 359,222 366,406 373,735 381,209 388,833 396,610 404,542 412,633 420,886 429,304 437,890 446,647 455,580 464,692 10,427,328 PERSONAL PROPERTY Taxable Value - - 844,120 1,266,180 1,688,240 1,722,005 1,756,445 1,791,574 1,827,405 1,863,953 1,901,232 1,939,257 1,978,042 2,017,603 2,057,955 2,099,114 2,141,097 2,183,918 2,227,597 2,272,149 2,317,592 2,363,944 2,411,222 2,459,447 2,508,636 2,558,809 2,609,985 2,662,184 2,715,428 2,769,737 2,825,131 2,881,634 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - 11,724,300 17,586,450 23,448,600 23,917,572 24,395,923 24,883,842 25,381,519 25,889,149 26,406,932 26,935,071 27,473,772 28,023,248 28,583,713 29,155,387 29,738,495 30,333,264 30,939,930 31,558,728 32,189,903 32,833,701 33,490,375 34,160,182 34,843,386 35,540,254 36,251,059 36,976,080 37,715,602 38,469,914 39,239,312 40,024,098 PV GROSS Total 874,393 - - 29,310.75 43,966.13 58,621.50 59,793.93 60,989.81 62,209.60 63,453.80 64,722.87 66,017.33 67,337.68 68,684.43 70,058.12 71,459.28 72,888.47 74,346.24 75,833.16 77,349.82 78,896.82 80,474.76 82,084.25 83,725.94 85,400.46 87,108.47 88,850.63 90,627.65 92,440.20 94,289.00 96,174.78 98,098.28 100,060.25 2,245,274 SUMMARY PV GROSS Trophy Club 3,084,006 - - 103,380 155,070 206,760 210,895 215,113 219,415 223,803 228,279 232,845 237,502 242,252 247,097 252,039 257,080 262,221 267,466 272,815 278,271 283,837 289,513 295,304 301,210 307,234 313,379 319,646 326,039 332,560 339,211 345,995 352,915 7,919,144 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 1,260,865 - - 42,266 63,399 84,532 86,222 87,947 89,706 91,500 93,330 95,196 97,100 99,042 101,023 103,044 105,104 107,206 109,351 111,538 113,768 116,044 118,365 120,732 123,147 125,609 128,122 130,684 133,298 135,964 138,683 141,457 144,286 3,237,662 Trophy CLUB MUD 1 590,307 - - 19,788 29,682 39,576 40,367 41,175 41,998 42,838 43,695 44,569 45,460 46,369 47,297 48,243 49,207 50,192 51,195 52,219 53,264 54,329 55,416 56,524 57,654 58,807 59,984 61,183 62,407 63,655 64,928 66,227 67,551 1,515,797 Total 4,655,829 - - 165,433 248,150 330,867 337,484 344,234 351,119 358,141 365,304 372,610 380,062 387,663 395,417 403,325 411,391 419,619 428,012 436,572 445,303 454,209 463,294 472,559 482,011 491,651 501,484 511,513 521,744 532,179 542,822 553,679 564,752 12,672,603 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 7,719,556 - - 258,769 388,154 517,539 527,889 538,447 549,216 560,200 571,404 582,833 594,489 606,379 618,507 630,877 643,494 656,364 669,491 682,881 696,539 710,470 724,679 739,173 753,956 769,035 784,416 800,104 816,106 832,428 849,077 866,059 883,380 19,822,356 Northwest ISD 11,078,975 - - 371,381 557,072 742,763 757,618 772,770 788,226 803,990 820,070 836,471 853,201 870,265 887,670 905,423 923,532 942,003 960,843 980,059 999,661 1,019,654 1,040,047 1,060,848 1,082,065 1,103,706 1,125,780 1,148,296 1,171,262 1,194,687 1,218,581 1,242,952 1,267,811 28,448,707 Denton County 912,323 - - 30,582 45,873 61,164 62,388 63,635 64,908 66,206 67,530 68,881 70,259 71,664 73,097 74,559 76,050 77,571 79,123 80,705 82,319 83,966 85,645 87,358 89,105 90,887 92,705 94,559 96,450 98,379 100,347 102,354 104,401 2,342,672 Trophy CLUB MUD 1 427,128 - - 14,318 21,477 28,636 29,208 29,793 30,388 30,996 31,616 32,248 32,893 33,551 34,222 34,907 35,605 36,317 37,043 37,784 38,540 39,311 40,097 40,899 41,717 42,551 43,402 44,270 45,156 46,059 46,980 47,920 48,878 1,096,783 Total 18,998,096 - - 675,051 1,012,576 1,350,101 1,377,103 1,404,645 1,432,738 1,461,393 1,490,621 1,520,433 1,550,842 1,581,859 1,613,496 1,645,766 1,678,681 1,712,255 1,746,500 1,781,430 1,817,059 1,853,400 1,890,468 1,928,277 1,966,843 2,006,180 2,046,303 2,087,229 2,128,974 2,171,553 2,214,984 2,259,284 2,304,470 51,710,517 Economic Development DAVID PETTIT Town Council Page 112 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 18 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 SALES TAX RATE 0.0200000 12.50%0.0025000 Block C + H AREA Year SF/UNIT $/SF or $/Unit TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2020 13,765 300.00$ 4,129,500$ 20.00$ 275,300$ 300.00$ 4,129,500$ Office 2018 160,000 300$ 48,000,000$ 10$ 1,600,000$ -$ -$ Hotel 2019 200 90,000$ 18,000,000$ -$ -$ 3,000.00$ 600,000$ TOTAL 70,129,500.00 1,875,300.00 4,729,500.00 ►OUTPUT TOTAL TAX REVENUE TOTAL REAL PROPERTY PERSONAL PROPERTY SALES Trophy Club 25.1%16,437,212$ =12,743,034$ +341,959$ +3,352,220$ Northwest ISD 58.1%38,065,195$ =37,070,411$ +994,784$ +-$ Denton County 11.4%7,466,648$ =7,271,517$ +195,131$ +-$ Trophy CLUB MUD 1 5.3%3,495,708 =3,404,353$ +91,356$ +-$ 1 6546476350.0%6048931453.6%162322937.3%335221959.1% 100.0%92.4%2.5%5.1% TOTAL PARTICIPATION TOTAL REAL PROPERTY PERSONAL PROPERTY SALES Trophy Club 55.7%8,064,848$ =7,645,820$ +-$ +419,027$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 30.2%4,362,910$ =4,362,910$ +-$ +-$ Trophy CLUB MUD 1 14.1%2,042,612$ =2,042,612$ +-$ +-$ 1 1447036957.8%1405134212.9%0.0%41902744.9% 100.0%97.1%0.0%2.9% NET BENEFIT TOTAL REAL PROPERTY PERSONAL PROPERTY SALES Trophy Club 16.4%8,372,365$ =5,097,213$ +341,959$ +2,933,192$ Northwest ISD 74.6%38,065,195$ =37,070,411$ +994,784$ +-$ Denton County 6.1%3,103,738$ =2,908,607$ +195,131$ +-$ Trophy CLUB MUD 1 2.8%1,453,097$ =1,361,741$ +91,356$ +-$ 1 5099439392.2%4643797240.7%162322937.3%293319214.2% 30 YEAR - BLOCK C + H : INPUT & OUTPUT PARTICIPATION PARTICIPATION REAL PROPERTY PERSONAL PROPERTY SALES Economic Development DAVID PETTIT Town Council Page 113 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 19 Financial Feasibility Analysis Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - - - 24,000,000 49,500,000 70,129,500 71,532,090 72,962,732 74,421,986 75,910,426 77,428,635 78,977,207 80,556,752 82,167,887 83,811,244 85,487,469 87,197,219 88,941,163 90,719,986 92,534,386 94,385,074 96,272,775 98,198,231 100,162,195 102,165,439 104,208,748 106,292,923 108,418,781 110,587,157 112,798,900 115,054,878 117,355,976 PV GROSS Trophy Club 4,776,017 - - - 119,832 247,154 350,157 357,160 364,303 371,589 379,021 386,601 394,333 402,220 410,264 418,470 426,839 435,376 444,083 452,965 462,024 471,265 480,690 490,304 500,110 510,112 520,314 530,721 541,335 552,162 563,205 574,469 585,958 12,743,034 Northwest ISD 13,893,780 - - - 348,600 718,988 1,018,631 1,039,004 1,059,784 1,080,979 1,102,599 1,124,651 1,147,144 1,170,087 1,193,489 1,217,358 1,241,705 1,266,540 1,291,870 1,317,708 1,344,062 1,370,943 1,398,362 1,426,329 1,454,856 1,483,953 1,513,632 1,543,905 1,574,783 1,606,278 1,638,404 1,671,172 1,704,596 37,070,411 Denton County 2,725,323 - - - 68,379 141,032 199,809 203,805 207,881 212,039 216,279 220,605 225,017 229,517 234,108 238,790 243,566 248,437 253,406 258,474 263,643 268,916 274,295 279,781 285,376 291,084 296,905 302,843 308,900 315,078 321,380 327,807 334,364 7,271,517 Trophy CLUB MUD 1 1,275,932 - - - 32,014 66,028 93,546 95,417 97,325 99,271 101,257 103,282 105,348 107,455 109,604 111,796 114,032 116,312 118,639 121,011 123,432 125,900 128,418 130,987 133,606 136,278 139,004 141,784 144,620 147,512 150,462 153,472 156,541 3,404,353 Total 21,387,785 - - - 568,825 1,173,201 1,662,142 1,695,385 1,729,293 1,763,878 1,799,156 1,835,139 1,871,842 1,909,279 1,947,464 1,986,414 2,026,142 2,066,665 2,107,998 2,150,158 2,193,161 2,237,024 2,281,765 2,327,400 2,373,948 2,421,427 2,469,856 2,519,253 2,569,638 2,621,031 2,673,451 2,726,920 2,781,459 60,489,315 % OCCUPIED 0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - - - 800,000 1,406,475 1,875,300 1,912,806 1,951,062 1,990,083 2,029,885 2,070,483 2,111,892 2,154,130 2,197,213 2,241,157 2,285,980 2,331,700 2,378,334 2,425,901 2,474,419 2,523,907 2,574,385 2,625,873 2,678,390 2,731,958 2,786,597 2,842,329 2,899,176 2,957,159 3,016,302 3,076,628 3,138,161 PV GROSS Trophy Club 128,704 - - - 3,994 7,023 9,363 9,551 9,742 9,936 10,135 10,338 10,545 10,756 10,971 11,190 11,414 11,642 11,875 12,113 12,355 12,602 12,854 13,111 13,373 13,641 13,913 14,192 14,476 14,765 15,060 15,362 15,669 341,959 Northwest ISD 374,410 - - - 11,620 20,429 27,239 27,784 28,339 28,906 29,484 30,074 30,675 31,289 31,915 32,553 33,204 33,868 34,545 35,236 35,941 36,660 37,393 38,141 38,904 39,682 40,475 41,285 42,111 42,953 43,812 44,688 45,582 994,784 Denton County 73,442 - - - 2,279 4,007 5,343 5,450 5,559 5,670 5,783 5,899 6,017 6,137 6,260 6,385 6,513 6,643 6,776 6,912 7,050 7,191 7,335 7,481 7,631 7,784 7,939 8,098 8,260 8,425 8,594 8,766 8,941 195,131 Trophy CLUB MUD 1 34,384 - - - 1,067 1,876 2,501 2,551 2,603 2,655 2,708 2,762 2,817 2,873 2,931 2,989 3,049 3,110 3,172 3,236 3,301 3,367 3,434 3,503 3,573 3,644 3,717 3,791 3,867 3,945 4,023 4,104 4,186 91,356 Total 576,358 - - - 18,961 33,335 44,447 45,335 46,242 47,167 48,110 49,073 50,054 51,055 52,076 53,118 54,180 55,264 56,369 57,496 58,646 59,819 61,016 62,236 63,481 64,750 66,045 67,366 68,713 70,088 71,490 72,919 74,378 1,623,229 % OCCUPIED 0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - - - - 450,000 4,729,500 4,824,090 4,920,572 5,018,983 5,119,363 5,221,750 5,326,185 5,432,709 5,541,363 5,652,190 5,765,234 5,880,539 5,998,150 6,118,113 6,240,475 6,365,284 6,492,590 6,622,442 6,754,891 6,889,988 7,027,788 7,168,344 7,311,711 7,457,945 7,607,104 7,759,246 7,914,431 PV GROSS Total 1,148,340 - - - - 9,000 94,590 96,482 98,411 100,380 102,387 104,435 106,524 108,654 110,827 113,044 115,305 117,611 119,963 122,362 124,809 127,306 129,852 132,449 135,098 137,800 140,556 143,367 146,234 149,159 152,142 155,185 158,289 3,352,220 SUMMARY PV GROSS Trophy C lub 6,121,961 - - - 123,826 263,176 454,110 463,192 472,456 481,905 491,543 501,374 511,402 521,630 532,062 542,703 553,558 564,629 575,921 587,440 599,188 611,172 623,396 635,864 648,581 661,552 674,784 688,279 702,045 716,086 730,407 745,016 759,916 16,437,212 Northwest ISD 14,268,189 - - - 360,220 739,417 1,045,870 1,066,787 1,088,123 1,109,885 1,132,083 1,154,725 1,177,819 1,201,376 1,225,403 1,249,911 1,274,909 1,300,408 1,326,416 1,352,944 1,380,003 1,407,603 1,435,755 1,464,470 1,493,760 1,523,635 1,554,107 1,585,190 1,616,893 1,649,231 1,682,216 1,715,860 1,750,177 38,065,195 Denton County 2,798,765 - - - 70,659 145,040 205,152 209,255 213,440 217,709 222,063 226,504 231,034 235,655 240,368 245,175 250,079 255,080 260,182 265,386 270,693 276,107 281,629 287,262 293,007 298,867 304,845 310,942 317,160 323,504 329,974 336,573 343,305 7,466,648 Trophy CLUB MUD 1 1,310,316 - - - 33,081 67,904 96,047 97,968 99,928 101,926 103,965 106,044 108,165 110,328 112,535 114,785 117,081 119,423 121,811 124,247 126,732 129,267 131,852 134,489 137,179 139,923 142,721 145,576 148,487 151,457 154,486 157,576 160,727 3,495,708 Total 23,112,483 - - - 587,786 1,215,536 1,801,179 1,837,202 1,873,946 1,911,425 1,949,654 1,988,647 2,028,420 2,068,988 2,110,368 2,152,575 2,195,627 2,239,539 2,284,330 2,330,017 2,376,617 2,424,149 2,472,632 2,522,085 2,572,527 2,623,977 2,676,457 2,729,986 2,784,586 2,840,277 2,897,083 2,955,024 3,014,125 65,464,764 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Economic Development DAVID PETTIT Town Council Page 114 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 20 PARTICIPATION REAL PROPERTY Taxable Value - - - 24,000,000 49,500,000 70,129,500 71,532,090 72,962,732 74,421,986 75,910,426 77,428,635 78,977,207 80,556,752 82,167,887 83,811,244 85,487,469 87,197,219 88,941,163 90,719,986 92,534,386 94,385,074 96,272,775 98,198,231 100,162,195 102,165,439 104,208,748 106,292,923 108,418,781 110,587,157 112,798,900 115,054,878 117,355,976 PV GROSS Trophy Club 2,865,610 - - - 71,899 148,292 210,094 214,296 218,582 222,953 227,412 231,961 236,600 241,332 246,159 251,082 256,103 261,225 266,450 271,779 277,215 282,759 288,414 294,182 300,066 306,067 312,189 318,432 324,801 331,297 337,923 344,681 351,575 7,645,820 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 1,635,194 - - - 41,028 84,619 119,885 122,283 124,729 127,223 129,768 132,363 135,010 137,710 140,465 143,274 146,139 149,062 152,043 155,084 158,186 161,350 164,577 167,868 171,226 174,650 178,143 181,706 185,340 189,047 192,828 196,684 200,618 4,362,910 Trophy CLUB MUD 1 765,559 - - - 19,208 39,617 56,127 57,250 58,395 59,563 60,754 61,969 63,209 64,473 65,762 67,077 68,419 69,787 71,183 72,607 74,059 75,540 77,051 78,592 80,164 81,767 83,402 85,070 86,772 88,507 90,277 92,083 93,925 2,042,612 Total 4,968,267 - - - 132,135 272,528 386,107 393,829 401,705 409,739 417,934 426,293 434,819 443,515 452,385 461,433 470,662 480,075 489,677 499,470 509,460 519,649 530,042 540,643 551,455 562,484 573,734 585,209 596,913 608,851 621,028 633,449 646,118 14,051,342 PERSONAL PROPERTY Taxable Value - - - 800,000 1,406,475 1,875,300 1,912,806 1,951,062 1,990,083 2,029,885 2,070,483 2,111,892 2,154,130 2,197,213 2,241,157 2,285,980 2,331,700 2,378,334 2,425,901 2,474,419 2,523,907 2,574,385 2,625,873 2,678,390 2,731,958 2,786,597 2,842,329 2,899,176 2,957,159 3,016,302 3,076,628 3,138,161 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - - - 450,000 4,729,500 4,824,090 4,920,572 5,018,983 5,119,363 5,221,750 5,326,185 5,432,709 5,541,363 5,652,190 5,765,234 5,880,539 5,998,150 6,118,113 6,240,475 6,365,284 6,492,590 6,622,442 6,754,891 6,889,988 7,027,788 7,168,344 7,311,711 7,457,945 7,607,104 7,759,246 7,914,431 PV GROSS Total 143,543 - - - - 1,125 11,824 12,060 12,301 12,547 12,798 13,054 13,315 13,582 13,853 14,130 14,413 14,701 14,995 15,295 15,601 15,913 16,231 16,556 16,887 17,225 17,569 17,921 18,279 18,645 19,018 19,398 19,786 419,027 SUMMARY - PV GROSS Trophy Club 3,017,765 - - - 71,899 149,417 221,918 226,356 230,883 235,501 240,211 245,015 249,915 254,914 260,012 265,212 270,516 275,927 281,445 287,074 292,816 298,672 304,645 310,738 316,953 323,292 329,758 336,353 343,080 349,942 356,941 364,080 371,361 8,064,848 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 1,635,194 - - - 41,028 84,619 119,885 122,283 124,729 127,223 129,768 132,363 135,010 137,710 140,465 143,274 146,139 149,062 152,043 155,084 158,186 161,350 164,577 167,868 171,226 174,650 178,143 181,706 185,340 189,047 192,828 196,684 200,618 4,362,910 Trophy CLUB MUD 1 765,559 - - - 19,208 39,617 56,127 57,250 58,395 59,563 60,754 61,969 63,209 64,473 65,762 67,077 68,419 69,787 71,183 72,607 74,059 75,540 77,051 78,592 80,164 81,767 83,402 85,070 86,772 88,507 90,277 92,083 93,925 2,042,612 Total 5,111,810 - - - 132,135 273,653 397,930 405,889 414,007 422,287 430,733 439,347 448,134 457,097 466,239 475,564 485,075 494,776 504,672 514,765 525,061 535,562 546,273 557,199 568,343 579,709 591,304 603,130 615,192 627,496 640,046 652,847 665,904 14,470,370 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 3,104,196 - - - 51,927 113,759 232,192 236,836 241,573 246,404 251,332 256,359 261,486 266,716 272,050 277,491 283,041 288,702 294,476 300,365 306,373 312,500 318,750 325,125 331,628 338,260 345,025 351,926 358,965 366,144 373,467 380,936 388,555 8,372,365 Northwest ISD 14,268,189 - - - 360,220 739,417 1,045,870 1,066,787 1,088,123 1,109,885 1,132,083 1,154,725 1,177,819 1,201,376 1,225,403 1,249,911 1,274,909 1,300,408 1,326,416 1,352,944 1,380,003 1,407,603 1,435,755 1,464,470 1,493,760 1,523,635 1,554,107 1,585,190 1,616,893 1,649,231 1,682,216 1,715,860 1,750,177 38,065,195 Denton County 1,163,571 - - - 29,631 60,420 85,266 86,972 88,711 90,485 92,295 94,141 96,024 97,944 99,903 101,901 103,939 106,018 108,139 110,301 112,507 114,757 117,053 119,394 121,782 124,217 126,702 129,236 131,820 134,457 137,146 139,889 142,687 3,103,738 Trophy CLUB MUD 1 544,757 - - - 13,873 28,287 39,920 40,718 41,533 42,363 43,210 44,075 44,956 45,855 46,772 47,708 48,662 49,635 50,628 51,640 52,673 53,727 54,801 55,897 57,015 58,156 59,319 60,505 61,715 62,949 64,208 65,493 66,802 1,453,097 Total 18,000,673 - - - 455,651 941,883 1,403,248 1,431,313 1,459,939 1,489,138 1,518,921 1,549,299 1,580,285 1,611,891 1,644,129 1,677,012 1,710,552 1,744,763 1,779,658 1,815,251 1,851,556 1,888,587 1,926,359 1,964,886 2,004,184 2,044,268 2,085,153 2,126,856 2,169,393 2,212,781 2,257,037 2,302,177 2,348,221 50,994,394 Economic Development DAVID PETTIT Town Council Page 115 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 21 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 Sales Tax Rate 0.0200000 12.50%0.0025000 Block D AREA Year SF/UNITS $ / SF TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2019 17,054 300.00$ 5,116,200$ 20.00$ 341,080$ 300.00$ 5,116,200$ TOTAL 17,054 5,116,200 341,080 5,116,200 OUTPUT ► TOTAL TAX REVENUE TOTAL Trophy Club 55.9%4,524,779$ =892,061$ +59,471$ +3,573,247$ Northwest ISD 34.2%2,768,075$ =2,595,070$ +173,005$ +-$ Denton County 6.7%542,970$ =509,034$ +33,936$ +-$ Trophy CLUB MUD 1 3.1%254,206$ =238,318$ +15,888$ +-$ 100.0%8,090,029 4,234,483$ 282,299$ 3,573,247$ 100.0%52.3%3.5%44.2% TOTAL PARTICIPATION TOTAL Trophy Club 68.6%981,892$ =535,237$ +-$ +446,656$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 21.4%305,420$ =305,420$ +-$ +-$ Trophy CLUB MUD 1 10.0%142,991$ =142,991$ +-$ +-$ 100.0%1,430,303$ 983,648$ -$ 446,656$ 100.0%68.8%0.0%31.2% NET BENEFIT TOTAL Trophy Club 53.2%3,542,886$ =356,824$ +59,471$ +3,126,591$ Northwest ISD 41.6%2,768,075$ =2,595,070$ +173,005$ +-$ Denton County 3.6%237,549$ =203,614$ +33,936$ +-$ Trophy CLUB MUD 1 1.7%111,215$ =95,327$ +15,888$ +-$ 100.0%6,659,725$ 3,250,836$ 282,299$ 3,126,591$ 100.0%48.8%4.2%46.9% 30 YEAR - BLOCK D : INPUT & OUTPUT PARTICIPATION PARTICIPATION REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY REAL PROPERTY PERSONAL PROPERTY SALES PERSONAL PROPERTY SALES Economic Development DAVID PETTIT Town Council Page 116 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 22 Financial Feasibility Analysis Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - - - 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 PV GROSS Trophy Club 326,117 - - - - 12,773 19,159 25,545 26,056 26,577 27,109 27,651 28,204 28,768 29,343 29,930 30,529 31,139 31,762 32,397 33,045 33,706 34,380 35,068 35,769 36,485 37,215 37,959 38,718 39,492 40,282 41,088 41,910 892,061 Northwest ISD 948,697 - - - - 37,156 55,735 74,313 75,799 77,315 78,861 80,439 82,047 83,688 85,362 87,069 88,811 90,587 92,399 94,247 96,132 98,054 100,015 102,016 104,056 106,137 108,260 110,425 112,633 114,886 117,184 119,527 121,918 2,595,070 Denton County 186,091 - - - - 7,288 10,933 14,577 14,868 15,166 15,469 15,778 16,094 16,416 16,744 17,079 17,421 17,769 18,124 18,487 18,857 19,234 19,618 20,011 20,411 20,819 21,236 21,660 22,094 22,535 22,986 23,446 23,915 509,034 Trophy CLUB MUD 1 87,123 - - - - 3,412 5,118 6,824 6,961 7,100 7,242 7,387 7,535 7,685 7,839 7,996 8,156 8,319 8,485 8,655 8,828 9,005 9,185 9,369 9,556 9,747 9,942 10,141 10,344 10,551 10,762 10,977 11,196 238,318 Total 1,548,028 - - - - 60,630 90,944 121,259 123,684 126,158 128,681 131,255 133,880 136,558 139,289 142,075 144,916 147,814 150,771 153,786 156,862 159,999 163,199 166,463 169,792 173,188 176,652 180,185 183,789 187,464 191,214 195,038 198,939 4,234,483 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - - - - 170,540 255,810 341,080 347,902 354,860 361,957 369,196 376,580 384,111 391,794 399,630 407,622 415,775 424,090 432,572 441,223 450,048 459,049 468,230 477,594 487,146 496,889 506,827 516,963 527,303 537,849 548,606 559,578 PV GROSS Trophy Club 21,741 - - - - 852 1,277 1,703 1,737 1,772 1,807 1,843 1,880 1,918 1,956 1,995 2,035 2,076 2,117 2,160 2,203 2,247 2,292 2,338 2,385 2,432 2,481 2,531 2,581 2,633 2,685 2,739 2,794 59,471 Northwest ISD 63,246 - - - - 2,477 3,716 4,954 5,053 5,154 5,257 5,363 5,470 5,579 5,691 5,805 5,921 6,039 6,160 6,283 6,409 6,537 6,668 6,801 6,937 7,076 7,217 7,362 7,509 7,659 7,812 7,968 8,128 173,005 Denton County 12,406 - - - - 486 729 972 991 1,011 1,031 1,052 1,073 1,094 1,116 1,139 1,161 1,185 1,208 1,232 1,257 1,282 1,308 1,334 1,361 1,388 1,416 1,444 1,473 1,502 1,532 1,563 1,594 33,936 Trophy CLUB MUD 1 5,808 - - - - 227 341 455 464 473 483 492 502 512 523 533 544 555 566 577 589 600 612 625 637 650 663 676 690 703 717 732 746 15,888 Total 103,202 - - - - 4,042 6,063 8,084 8,246 8,411 8,579 8,750 8,925 9,104 9,286 9,472 9,661 9,854 10,051 10,252 10,457 10,667 10,880 11,098 11,319 11,546 11,777 12,012 12,253 12,498 12,748 13,003 13,263 282,299 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - - - - 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 PV GROSS Total 1,306,296 - - - - 51,162 76,743 102,324 104,370 106,458 108,587 110,759 112,974 115,233 117,538 119,889 122,287 124,732 127,227 129,772 132,367 135,014 137,715 140,469 143,278 146,144 149,067 152,048 155,089 158,191 161,355 164,582 167,873 3,573,247 SUMMARY PV GROSS Trophy Club 1,654,154 - - - - 64,786 97,179 129,572 132,164 134,807 137,503 140,253 143,058 145,919 148,838 151,814 154,851 157,948 161,107 164,329 167,615 170,968 174,387 177,875 181,432 185,061 188,762 192,537 196,388 200,316 204,322 208,409 212,577 4,524,779 Northwest ISD 1,011,944 - - - - 39,633 59,450 79,267 80,852 82,469 84,119 85,801 87,517 89,268 91,053 92,874 94,731 96,626 98,559 100,530 102,540 104,591 106,683 108,817 110,993 113,213 115,477 117,787 120,142 122,545 124,996 127,496 130,046 2,768,075 Denton County 198,497 - - - - 7,774 11,661 15,549 15,860 16,177 16,500 16,830 17,167 17,510 17,860 18,218 18,582 18,954 19,333 19,719 20,114 20,516 20,926 21,345 21,772 22,207 22,651 23,104 23,566 24,038 24,519 25,009 25,509 542,970 Trophy CLUB MUD 1 92,932 - - - - 3,640 5,460 7,279 7,425 7,574 7,725 7,880 8,037 8,198 8,362 8,529 8,700 8,874 9,051 9,232 9,417 9,605 9,797 9,993 10,193 10,397 10,605 10,817 11,033 11,254 11,479 11,709 11,943 254,206 Total 2,957,526 - - - - 115,834 173,750 231,667 236,301 241,027 245,847 250,764 255,779 260,895 266,113 271,435 276,864 282,401 288,049 293,810 299,686 305,680 311,794 318,029 324,390 330,878 337,495 344,245 351,130 358,153 365,316 372,622 380,075 8,090,029 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Economic Development DAVID PETTIT Town Council Page 117 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 23 PARTICIPATION REAL PROPERTY Taxable Value - - - - 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 PV GROSS Trophy Club 195,670 - - - - 7,664 11,495 15,327 15,634 15,946 16,265 16,591 16,922 17,261 17,606 17,958 18,317 18,684 19,057 19,438 19,827 20,224 20,628 21,041 21,462 21,891 22,329 22,775 23,231 23,695 24,169 24,653 25,146 535,237 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 111,655 - - - - 4,373 6,560 8,746 8,921 9,099 9,281 9,467 9,656 9,849 10,046 10,247 10,452 10,661 10,875 11,092 11,314 11,540 11,771 12,006 12,247 12,492 12,741 12,996 13,256 13,521 13,792 14,067 14,349 305,420 Trophy CLUB MUD 1 52,274 - - - - 2,047 3,071 4,095 4,177 4,260 4,345 4,432 4,521 4,611 4,704 4,798 4,894 4,991 5,091 5,193 5,297 5,403 5,511 5,621 5,734 5,848 5,965 6,085 6,206 6,330 6,457 6,586 6,718 142,991 Total 359,599 - - - - 14,084 21,126 28,168 28,731 29,306 29,892 30,490 31,100 31,722 32,356 33,003 33,663 34,336 35,023 35,724 36,438 37,167 37,910 38,668 39,442 40,231 41,035 41,856 42,693 43,547 44,418 45,306 46,212 983,648 PERSONAL PROPERTY Taxable Value - - - - 170,540 255,810 341,080 347,902 354,860 361,957 369,196 376,580 384,111 391,794 399,630 407,622 415,775 424,090 432,572 441,223 450,048 459,049 468,230 477,594 487,146 496,889 506,827 516,963 527,303 537,849 548,606 559,578 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - - - 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 PV GROSS Total 163,287 - - - - 6,395 9,593 12,791 13,046 13,307 13,573 13,845 14,122 14,404 14,692 14,986 15,286 15,592 15,903 16,221 16,546 16,877 17,214 17,559 17,910 18,268 18,633 19,006 19,386 19,774 20,169 20,573 20,984 446,656 SUMMARY PV GROSS Trophy Club 358,957 - - - - 14,059 21,088 28,118 28,680 29,254 29,839 30,435 31,044 31,665 32,298 32,944 33,603 34,275 34,961 35,660 36,373 37,101 37,843 38,599 39,371 40,159 40,962 41,781 42,617 43,469 44,339 45,225 46,130 981,892 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 111,655 - - - - 4,373 6,560 8,746 8,921 9,099 9,281 9,467 9,656 9,849 10,046 10,247 10,452 10,661 10,875 11,092 11,314 11,540 11,771 12,006 12,247 12,492 12,741 12,996 13,256 13,521 13,792 14,067 14,349 305,420 Trophy CLUB MUD 1 52,274 - - - - 2,047 3,071 4,095 4,177 4,260 4,345 4,432 4,521 4,611 4,704 4,798 4,894 4,991 5,091 5,193 5,297 5,403 5,511 5,621 5,734 5,848 5,965 6,085 6,206 6,330 6,457 6,586 6,718 142,991 Total 522,886 - - - - 20,479 30,719 40,958 41,778 42,613 43,465 44,335 45,221 46,126 47,048 47,989 48,949 49,928 50,927 51,945 52,984 54,044 55,125 56,227 57,352 58,499 59,669 60,862 62,079 63,321 64,587 65,879 67,197 1,430,303 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 1,295,197 - - - - 50,727 76,091 101,455 103,484 105,553 107,664 109,818 112,014 114,254 116,539 118,870 121,248 123,673 126,146 128,669 131,242 133,867 136,545 139,275 142,061 144,902 147,800 150,756 153,771 156,847 159,984 163,183 166,447 3,542,886 Northwest ISD 1,011,944 - - - - 39,633 59,450 79,267 80,852 82,469 84,119 85,801 87,517 89,268 91,053 92,874 94,731 96,626 98,559 100,530 102,540 104,591 106,683 108,817 110,993 113,213 115,477 117,787 120,142 122,545 124,996 127,496 130,046 2,768,075 Denton County 86,842 - - - - 3,401 5,102 6,802 6,939 7,077 7,219 7,363 7,511 7,661 7,814 7,970 8,130 8,292 8,458 8,627 8,800 8,976 9,155 9,338 9,525 9,716 9,910 10,108 10,310 10,517 10,727 10,941 11,160 237,549 Trophy CLUB MUD 1 40,658 - - - - 1,592 2,389 3,185 3,248 3,313 3,380 3,447 3,516 3,587 3,658 3,731 3,806 3,882 3,960 4,039 4,120 4,202 4,286 4,372 4,459 4,549 4,640 4,732 4,827 4,924 5,022 5,122 5,225 111,215 Total 2,434,640 - - - - 95,354 143,032 190,709 194,523 198,413 202,382 206,429 210,558 214,769 219,065 223,446 227,915 232,473 237,122 241,865 246,702 251,636 256,669 261,802 267,038 272,379 277,827 283,383 289,051 294,832 300,729 306,743 312,878 6,659,725 Economic Development DAVID PETTIT Town Council Page 118 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 24 Financial Feasibility Analysis ►INPUT INFLATION RATE 2.00% DISCOUNT RATE 6.00% REAL PROPERTY TAX Trophy Club 0.49930000 60%0.2995800 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 60%0.1709484 Trophy CLUB MUD 1 0.13339000 60%0.0800340 2.37010400 0.5505624 PERSONAL PROPERTY TAX Trophy Club 0.49930000 0%0.0000000 Northwest ISD 1.45250000 0%0.0000000 Denton County 0.28491400 0%0.0000000 Trophy CLUB MUD 1 0.13339000 0%0.0000000 2.37010400 0.0000000 Sales Tax Rate 0.0200000 12.50%0.0025000 Block E & F AREA Year SF/UNITS $ / SF TAX VALUE $ / SF TAX VALUE $ / SF TAX VALUE Retail 2019 23,700 300.00$ 7,110,000$ 20.00$ 474,000$ 300.00$ 7,110,000$ Office 2019 12,000 200.00$ 2,400,000$ 10.00$ 120,000$ TOTAL 35,700 9,510,000 594,000 7,110,000 ►OUTPUT TOTAL TAX REVENUE TOTAL Trophy Club 50.5%6,727,487$ =1,658,164$ +103,570$ +4,965,753$ Northwest ISD 38.5%5,125,013$ =4,823,721$ +301,292$ +-$ Denton County 7.5%1,005,293$ =946,193$ +59,100$ +-$ Trophy CLUB MUD 1 3.5%470,654$ =442,985$ +27,669$ +-$ 100.0%13,328,447 7,871,064$ 491,631$ 4,965,753$ 100.0%59.1%3.7%37.3% TOTAL PARTICIPATION TOTAL Trophy Club 66.0%1,615,618$ =994,899$ +-$ +620,719$ Northwest ISD 0.0%-$ =-$ +-$ +-$ Denton County 23.2%567,716$ =567,716$ +-$ +-$ Trophy CLUB MUD 1 10.9%265,791$ =265,791$ +-$ +-$ 100.0%2,449,125$ 1,828,406$ -$ 620,719$ 100.0%74.7%0.0%25.3% NET BENEFIT TOTAL Trophy Club 47.0%5,111,869$ =663,266$ +103,570$ +4,345,034$ Northwest ISD 47.1%5,125,013$ =4,823,721$ +301,292$ +-$ Denton County 4.0%437,577$ =378,477$ +59,100$ +-$ Trophy CLUB MUD 1 1.9%204,863$ =177,194$ +27,669$ +-$ 100.0%10,879,323$ 6,042,658$ 491,631$ 4,345,034$ 100.0%55.5%4.5%39.9% REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY PERSONAL PROPERTY SALES REAL PROPERTY PERSONAL PROPERTY SALES 30 YEAR - BLOCK E : INPUT & OUTPUT PARTICIPATION PARTICIPATION REAL PROPERTY PERSONAL PROPERTY SALES Economic Development DAVID PETTIT Town Council Page 119 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 25 Financial Feasibility Analysis Calendar Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 TOTAL TAX REVENUE 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REAL PROPERTY Taxable Value - - - 4,755,000 7,132,500 9,510,000 9,700,200 9,894,204 10,092,088 10,293,930 10,499,808 10,709,805 10,924,001 11,142,481 11,365,330 11,592,637 11,824,490 12,060,979 12,302,199 12,548,243 12,799,208 13,055,192 13,316,296 13,582,622 13,854,274 14,131,360 14,413,987 14,702,267 14,996,312 15,296,238 15,602,163 PV GROSS Trophy Club 606,186 - - - - 23,742 35,613 47,483 48,433 49,402 50,390 51,398 52,426 53,474 54,544 55,634 56,747 57,882 59,040 60,220 61,425 62,653 63,906 65,185 66,488 67,818 69,174 70,558 71,969 73,408 74,877 76,374 77,902 1,658,164 Northwest ISD 1,763,440 - - - - 69,066 103,600 138,133 140,895 143,713 146,588 149,519 152,510 155,560 158,671 161,845 165,081 168,383 171,751 175,186 178,689 182,263 185,908 189,627 193,419 197,288 201,233 205,258 209,363 213,550 217,821 222,178 226,621 4,823,721 Denton C ounty 345,906 - - - - 13,548 20,321 27,095 27,637 28,190 28,754 29,329 29,915 30,514 31,124 31,746 32,381 33,029 33,690 34,363 35,051 35,752 36,467 37,196 37,940 38,699 39,473 40,262 41,067 41,889 42,727 43,581 44,453 946,193 Trophy CLUB MUD 1 161,945 - - - - 6,343 9,514 12,685 12,939 13,198 13,462 13,731 14,006 14,286 14,572 14,863 15,160 15,463 15,773 16,088 16,410 16,738 17,073 17,414 17,763 18,118 18,480 18,850 19,227 19,611 20,004 20,404 20,812 442,985 Total 2,877,477 - - - - 112,698 169,048 225,397 229,905 234,503 239,193 243,977 248,856 253,834 258,910 264,088 269,370 274,758 280,253 285,858 291,575 297,406 303,355 309,422 315,610 321,922 328,361 334,928 341,626 348,459 355,428 362,537 369,787 7,871,064 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% PERSONAL PROPERTY Taxable Value - - - - 297,000 445,500 594,000 605,880 617,998 630,358 642,965 655,824 668,940 682,319 695,966 709,885 724,083 738,564 753,336 768,402 783,770 799,446 815,435 831,743 848,378 865,346 882,653 900,306 918,312 936,678 955,412 974,520 PV GROSS Trophy Club 37,863 - - - - 1,483 2,224 2,966 3,025 3,086 3,147 3,210 3,275 3,340 3,407 3,475 3,544 3,615 3,688 3,761 3,837 3,913 3,992 4,071 4,153 4,236 4,321 4,407 4,495 4,585 4,677 4,770 4,866 103,570 Northwest ISD 110,145 - - - - 4,314 6,471 8,628 8,800 8,976 9,156 9,339 9,526 9,716 9,911 10,109 10,311 10,517 10,728 10,942 11,161 11,384 11,612 11,844 12,081 12,323 12,569 12,821 13,077 13,338 13,605 13,877 14,155 301,292 Denton County 21,605 - - - - 846 1,269 1,692 1,726 1,761 1,796 1,832 1,869 1,906 1,944 1,983 2,023 2,063 2,104 2,146 2,189 2,233 2,278 2,323 2,370 2,417 2,465 2,515 2,565 2,616 2,669 2,722 2,777 59,100 Trophy CLUB MUD 1 10,115 - - - - 396 594 792 808 824 841 858 875 892 910 928 947 966 985 1,005 1,025 1,045 1,066 1,088 1,109 1,132 1,154 1,177 1,201 1,225 1,249 1,274 1,300 27,669 Total 179,729 - - - - 7,039 10,559 14,078 14,360 14,647 14,940 15,239 15,544 15,855 16,172 16,495 16,825 17,162 17,505 17,855 18,212 18,576 18,948 19,327 19,713 20,107 20,510 20,920 21,338 21,765 22,200 22,644 23,097 491,631 % OCCUPIED 0%0%0%0%50%75% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% SALES TAX Taxable Value - - - - 3,555,000 5,332,500 7,110,000 7,252,200 7,397,244 7,545,189 7,696,093 7,850,015 8,007,015 8,167,155 8,330,498 8,497,108 8,667,050 8,840,391 9,017,199 9,197,543 9,381,494 9,569,124 9,760,506 9,955,716 10,154,831 10,357,927 10,565,086 10,776,388 10,991,915 11,211,754 11,435,989 11,664,709 PV GROSS Total 1,815,363 - - - - 71,100 106,650 142,200 145,044 147,945 150,904 153,922 157,000 160,140 163,343 166,610 169,942 173,341 176,808 180,344 183,951 187,630 191,382 195,210 199,114 203,097 207,159 211,302 215,528 219,838 224,235 228,720 233,294 4,965,753 SUMMARY PV GROSS Trophy Club 2,459,412 - - - - 96,325 144,487 192,649 196,502 200,432 204,441 208,530 212,700 216,954 221,293 225,719 230,234 234,838 239,535 244,326 249,212 254,197 259,281 264,466 269,755 275,151 280,654 286,267 291,992 297,832 303,788 309,864 316,062 6,727,487 Northwest ISD 1,873,585 - - - - 73,380 110,070 146,761 149,696 152,690 155,744 158,858 162,036 165,276 168,582 171,953 175,393 178,900 182,478 186,128 189,850 193,647 197,520 201,471 205,500 209,610 213,802 218,079 222,440 226,889 231,427 236,055 240,776 5,125,013 Denton County 367,512 - - - - 14,394 21,591 28,788 29,363 29,951 30,550 31,161 31,784 32,420 33,068 33,729 34,404 35,092 35,794 36,510 37,240 37,985 38,744 39,519 40,310 41,116 41,938 42,777 43,633 44,505 45,395 46,303 47,229 1,005,293 Trophy CLUB MUD 1 172,060 - - - - 6,739 10,108 13,478 13,747 14,022 14,303 14,589 14,880 15,178 15,482 15,791 16,107 16,429 16,758 17,093 17,435 17,784 18,139 18,502 18,872 19,250 19,635 20,027 20,428 20,836 21,253 21,678 22,112 470,654 Total 4,872,570 - - - - 190,838 286,256 381,675 389,309 397,095 405,037 413,138 421,400 429,828 438,425 447,193 456,137 465,260 474,565 484,057 493,738 503,612 513,685 523,958 534,438 545,126 556,029 567,149 578,492 590,062 601,864 613,901 626,179 13,328,447 T A X R E V E N U E P R O J E C T I O N S & C O S T - B E N E F I T A N A L Y S I S Economic Development DAVID PETTIT Town Council Page 120 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 26 PARTICIPATION REAL PROPERTY Taxable Value - - - - 4,755,000 7,132,500 9,510,000 9,700,200 9,894,204 10,092,088 10,293,930 10,499,808 10,709,805 10,924,001 11,142,481 11,365,330 11,592,637 11,824,490 12,060,979 12,302,199 12,548,243 12,799,208 13,055,192 13,316,296 13,582,622 13,854,274 14,131,360 14,413,987 14,702,267 14,996,312 15,296,238 15,602,163 PV GROSS Trophy Club 363,712 - - - - 14,245 21,368 28,490 29,060 29,641 30,234 30,839 31,455 32,084 32,726 33,381 34,048 34,729 35,424 36,132 36,855 37,592 38,344 39,111 39,893 40,691 41,505 42,335 43,181 44,045 44,926 45,824 46,741 994,899 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 207,544 - - - - 8,129 12,193 16,257 16,582 16,914 17,252 17,597 17,949 18,308 18,674 19,048 19,429 19,817 20,214 20,618 21,030 21,451 21,880 22,318 22,764 23,219 23,684 24,157 24,640 25,133 25,636 26,149 26,672 567,716 Trophy CLUB MUD 1 97,167 - - - - 3,806 5,708 7,611 7,763 7,919 8,077 8,239 8,403 8,571 8,743 8,918 9,096 9,278 9,464 9,653 9,846 10,043 10,244 10,449 10,658 10,871 11,088 11,310 11,536 11,767 12,002 12,242 12,487 265,791 Total 668,423 - - - - 26,179 39,269 52,358 53,406 54,474 55,563 56,675 57,808 58,964 60,143 61,346 62,573 63,825 65,101 66,403 67,731 69,086 70,468 71,877 73,315 74,781 76,276 77,802 79,358 80,945 82,564 84,215 85,900 1,828,406 PERSONAL PROPERTY Taxable Value - - - - 297,000 445,500 594,000 605,880 617,998 630,358 642,965 655,824 668,940 682,319 695,966 709,885 724,083 738,564 753,336 768,402 783,770 799,446 815,435 831,743 848,378 865,346 882,653 900,306 918,312 936,678 955,412 974,520 PV GROSS Trophy Club - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Trophy CLUB MUD 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Total - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SALES TAX Taxable Value - - - - 3,555,000 5,332,500 7,110,000 7,252,200 7,397,244 7,545,189 7,696,093 7,850,015 8,007,015 8,167,155 8,330,498 8,497,108 8,667,050 8,840,391 9,017,199 9,197,543 9,381,494 9,569,124 9,760,506 9,955,716 10,154,831 10,357,927 10,565,086 10,776,388 10,991,915 11,211,754 11,435,989 11,664,709 PV GROSS Total 226,920 - - - - 8,888 13,331 17,775 18,131 18,493 18,863 19,240 19,625 20,018 20,418 20,826 21,243 21,668 22,101 22,543 22,994 23,454 23,923 24,401 24,889 25,387 25,895 26,413 26,941 27,480 28,029 28,590 29,162 620,719 SUMMARY PV GROSS Trophy Club 590,632 - - - - 23,133 34,699 46,265 47,190 48,134 49,097 50,079 51,080 52,102 53,144 54,207 55,291 56,397 57,525 58,675 59,849 61,046 62,267 63,512 64,782 66,078 67,399 68,747 70,122 71,525 72,955 74,414 75,903 1,615,618 Northwest ISD - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Denton County 207,544 - - - - 8,129 12,193 16,257 16,582 16,914 17,252 17,597 17,949 18,308 18,674 19,048 19,429 19,817 20,214 20,618 21,030 21,451 21,880 22,318 22,764 23,219 23,684 24,157 24,640 25,133 25,636 26,149 26,672 567,716 Trophy CLUB MUD 1 97,167 - - - - 3,806 5,708 7,611 7,763 7,919 8,077 8,239 8,403 8,571 8,743 8,918 9,096 9,278 9,464 9,653 9,846 10,043 10,244 10,449 10,658 10,871 11,088 11,310 11,536 11,767 12,002 12,242 12,487 265,791 Total 895,343 - - - - 35,067 52,600 70,133 71,536 72,967 74,426 75,915 77,433 78,982 80,561 82,173 83,816 85,492 87,202 88,946 90,725 92,540 94,390 96,278 98,204 100,168 102,171 104,215 106,299 108,425 110,593 112,805 115,061 2,449,125 TOTAL TAX REVENUE - PARTICIPATION = NET BENEFIT SUMMARY PV GROSS Trophy Club 1,868,780 - - - - 73,192 109,788 146,384 149,312 152,298 155,344 158,451 161,620 164,852 168,149 171,512 174,943 178,442 182,010 185,651 189,364 193,151 197,014 200,954 204,973 209,073 213,254 217,519 221,870 226,307 230,833 235,450 240,159 5,111,869 Northwest ISD 1,873,585 - - - - 73,380 110,070 146,761 149,696 152,690 155,744 158,858 162,036 165,276 168,582 171,953 175,393 178,900 182,478 186,128 189,850 193,647 197,520 201,471 205,500 209,610 213,802 218,079 222,440 226,889 231,427 236,055 240,776 5,125,013 Denton County 159,968 - - - - 6,265 9,398 12,531 12,781 13,037 13,297 13,563 13,835 14,111 14,394 14,681 14,975 15,275 15,580 15,892 16,210 16,534 16,864 17,202 17,546 17,897 18,255 18,620 18,992 19,372 19,759 20,155 20,558 437,577 Trophy CLUB MUD 1 74,893 - - - - 2,933 4,400 5,866 5,984 6,103 6,226 6,350 6,477 6,607 6,739 6,874 7,011 7,151 7,294 7,440 7,589 7,741 7,896 8,053 8,215 8,379 8,546 8,717 8,892 9,069 9,251 9,436 9,625 204,863 Total 3,977,227 - - - - 155,771 233,656 311,542 317,773 324,128 330,611 337,223 343,967 350,847 357,864 365,021 372,321 379,768 387,363 395,110 403,013 411,073 419,294 427,680 436,234 444,958 453,858 462,935 472,193 481,637 491,270 501,095 511,117 10,879,323 Economic Development DAVID PETTIT Town Council Page 121 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 27 Financial Feasibility Analysis TAXABLE BASE YEAR GROWTH 2% DISCOUNT RATE 6% Trophy Club 0.4993000 100% 0.4993000 Trophy Club 0.4993000 100% 0.4993000 Northwest ISD 1.4525000 100% 1.4525000 Northwest ISD 1.4525000 100% 1.4525000 Denton County 0.2849140 100% 0.2849140 Denton County 0.2849140 100% 0.2849140 Trophy CLUB MUD 1 0.1333900 100% 0.1333900 Trophy CLUB MUD 1 0.1333900 100% 0.1333900 2.3701040 2.3701040 2.3701040 2.3701040 BASE YEAR 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 FY ENDING SEPTEMBER 30TH 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 TOTALS BASE YEAR Trophy Club 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Northwest ISD 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Denton County 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 Trophy CLUB MUD 1 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 5,589,082 TAXABLE VALUE Trophy Club 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Northwest ISD 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Denton County 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 Trophy CLUB MUD 1 5,700,864 5,814,881 5,931,179 6,049,802 6,170,798 6,294,214 6,420,098 6,548,500 6,679,470 6,813,060 6,949,321 7,088,307 7,230,074 7,374,675 7,522,169 7,672,612 7,826,064 7,982,585 8,142,237 8,305,082 8,471,183 8,640,607 8,813,419 8,989,688 9,169,481 9,352,871 9,539,928 9,730,727 9,925,342 10,123,848 10,326,325 10,532,852 TAXABLE VALUE INCREMENT Trophy Club 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Northwest ISD 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Denton County 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 Trophy CLUB MUD 1 111,782 225,799 342,097 460,720 581,716 705,132 831,016 959,418 1,090,388 1,223,978 1,360,239 1,499,225 1,640,992 1,785,593 1,933,087 2,083,530 2,236,982 2,393,503 2,553,155 2,716,000 2,882,101 3,051,525 3,224,337 3,400,606 3,580,399 3,763,789 3,950,846 4,141,645 4,336,260 4,534,766 4,737,243 4,943,770 REVENUE A TAXABLE VALUE GROWTH Trophy Club 558 1,127 1,708 2,300 2,905 3,521 4,149 4,790 5,444 6,111 6,792 7,486 8,193 8,915 9,652 10,403 11,169 11,951 12,748 13,561 14,390 15,236 16,099 16,979 17,877 18,793 19,727 20,679 21,651 22,642 23,653 24,684 365,895 Trophy Club Northwest ISD 1,624 3,280 4,969 6,692 8,449 10,242 12,071 13,936 15,838 17,778 19,757 21,776 23,835 25,936 28,078 30,263 32,492 34,766 37,085 39,450 41,863 44,323 46,833 49,394 52,005 54,669 57,386 60,157 62,984 65,867 68,808 71,808 1,064,416 Northwest ISD Denton County 318 643 975 1,313 1,657 2,009 2,368 2,734 3,107 3,487 3,876 4,272 4,675 5,087 5,508 5,936 6,373 6,819 7,274 7,738 8,212 8,694 9,187 9,689 10,201 10,724 11,257 11,800 12,355 12,920 13,497 14,085 208,790 Denton County Trophy CLUB MUD 1 149 301 456 615 776 941 1,108 1,280 1,454 1,633 1,814 2,000 2,189 2,382 2,579 2,779 2,984 3,193 3,406 3,623 3,844 4,070 4,301 4,536 4,776 5,021 5,270 5,525 5,784 6,049 6,319 6,594 97,750 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL A 525,809 2,649 5,352 8,108 10,920 13,787 16,712 19,696 22,739 25,843 29,010 32,239 35,533 38,893 42,320 45,816 49,382 53,019 56,729 60,512 64,372 68,309 72,324 76,420 80,598 84,859 89,206 93,639 98,161 102,774 107,479 112,278 117,172 1,736,851 REVENUE #1 - BLOCK A REAL PROPERTY TAX 0 0 5,745,000 11,490,000 11,719,800 11,954,196 12,193,280 12,437,146 12,685,888 12,939,606 13,198,398 13,462,366 13,731,614 14,006,246 14,286,371 14,572,098 14,863,540 15,160,811 15,464,027 15,773,308 16,088,774 16,410,549 16,738,760 17,073,536 17,415,006 17,763,306 18,118,573 18,480,944 18,850,563 19,227,574 19,612,126 20,004,368 BUSINESS PERSONAL PROPERTY 0 0 383,000 766,000 781,320 796,946 812,885 829,143 845,726 862,640 879,893 897,491 915,441 933,750 952,425 971,473 990,903 1,010,721 1,030,935 1,051,554 1,072,585 1,094,037 1,115,917 1,138,236 1,161,000 1,184,220 1,207,905 1,232,063 1,256,704 1,281,838 1,307,475 1,333,625 Trophy Club 0 0 30,597 61,194 62,418 63,666 64,940 66,239 67,563 68,915 70,293 71,699 73,133 74,595 76,087 77,609 79,161 80,744 82,359 84,007 85,687 87,400 89,148 90,931 92,750 94,605 96,497 98,427 100,396 102,403 104,452 106,541 2,404,457 Trophy Club Northwest ISD 0 0 89,009 178,018 181,579 185,210 188,915 192,693 196,547 200,478 204,487 208,577 212,748 217,003 221,344 225,770 230,286 234,891 239,589 244,381 249,269 254,254 259,339 264,526 269,816 275,213 280,717 286,331 292,058 297,899 303,857 309,934 6,994,741 Northwest ISD Denton County 0 0 17,460 34,919 35,617 36,330 37,056 37,798 38,553 39,325 40,111 40,913 41,732 42,566 43,417 44,286 45,172 46,075 46,996 47,936 48,895 49,873 50,870 51,888 52,926 53,984 55,064 56,165 57,288 58,434 59,603 60,795 1,372,048 Denton County Trophy CLUB MUD 1 0 0 8,174 16,348 16,675 17,009 17,349 17,696 18,050 18,411 18,779 19,155 19,538 19,928 20,327 20,734 21,148 21,571 22,003 22,443 22,892 23,349 23,816 24,293 24,779 25,274 25,780 26,295 26,821 27,358 27,905 28,463 642,360 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #1 4,220,902 0 0 145,240 290,480 296,290 302,215 308,260 314,425 320,713 327,128 333,670 340,344 347,150 354,093 361,175 368,399 375,767 383,282 390,948 398,767 406,742 414,877 423,174 431,638 440,271 449,076 458,058 467,219 476,563 486,094 495,816 505,733 11,413,606 REVENUE #2 - BLOCK B REAL PROPERTY TAX 0 0 24,724,300 37,086,450 49,448,600 50,437,572 51,446,323 52,475,250 53,524,755 54,595,250 55,687,155 56,800,898 57,936,916 59,095,654 60,277,567 61,483,119 62,712,781 63,967,037 65,246,378 66,551,305 67,882,331 69,239,978 70,624,777 72,037,273 73,478,018 74,947,579 76,446,530 77,975,461 79,534,970 81,125,670 82,748,183 84,403,147 BUSINESS PERSONAL PROPERTY 0 0 844,120 1,266,180 1,688,240 1,722,005 1,756,445 1,791,574 1,827,405 1,863,953 1,901,232 1,939,257 1,978,042 2,017,603 2,057,955 2,099,114 2,141,097 2,183,918 2,227,597 2,272,149 2,317,592 2,363,944 2,411,222 2,459,447 2,508,636 2,558,809 2,609,985 2,662,184 2,715,428 2,769,737 2,825,131 2,881,634 Trophy Club 0 0 127,663 191,495 255,326 260,433 265,641 270,954 276,373 281,901 287,539 293,290 299,155 305,138 311,241 317,466 323,815 330,292 336,898 343,636 350,508 357,518 364,669 371,962 379,401 386,989 394,729 402,624 410,676 418,890 427,268 435,813 9,779,304 Trophy Club Northwest ISD 0 0 371,381 557,072 742,763 757,618 772,770 788,226 803,990 820,070 836,471 853,201 870,265 887,670 905,423 923,532 942,003 960,843 980,059 999,661 1,019,654 1,040,047 1,060,848 1,082,065 1,103,706 1,125,780 1,148,296 1,171,262 1,194,687 1,218,581 1,242,952 1,267,811 28,448,707 Northwest ISD Denton County 0 0 72,848 109,272 145,696 148,610 151,582 154,614 157,706 160,860 164,077 167,359 170,706 174,120 177,603 181,155 184,778 188,473 192,243 196,088 200,009 204,010 208,090 212,252 216,497 220,827 225,243 229,748 234,343 239,030 243,810 248,687 5,580,334 Denton County Trophy CLUB MUD 1 0 0 34,106 51,159 68,211 69,576 70,967 72,387 73,834 75,311 76,817 78,353 79,921 81,519 83,149 84,812 86,509 88,239 90,004 91,804 93,640 95,512 97,423 99,371 101,359 103,386 105,453 107,563 109,714 111,908 114,146 116,429 2,612,580 Trophy CLUB MUD 1 npv @ 6% SUBTOTAL #2 17,054,735 0 0 605,998 908,997 1,211,996 1,236,236 1,260,961 1,286,180 1,311,904 1,338,142 1,364,905 1,392,203 1,420,047 1,448,448 1,477,417 1,506,965 1,537,104 1,567,846 1,599,203 1,631,187 1,663,811 1,697,087 1,731,029 1,765,650 1,800,963 1,836,982 1,873,722 1,911,196 1,949,420 1,988,408 2,028,177 2,068,740 46,420,925 30 YEAR - TOTAL REVENUE GENERATED OVERVIEW REAL PROPERTY TAX BUSINESS PERSONAL PROPERTY TAX Economic Development DAVID PETTIT Town Council Page 122 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 28 Financial Feasibility Analysis REVENUE #3 - BLOCK C REAL PROPERTY TAX 0 0 0 24,000,000 49,500,000 70,129,500 71,532,090 72,962,732 74,421,986 75,910,426 77,428,635 78,977,207 80,556,752 82,167,887 83,811,244 85,487,469 87,197,219 88,941,163 90,719,986 92,534,386 94,385,074 96,272,775 98,198,231 100,162,195 102,165,439 104,208,748 106,292,923 108,418,781 110,587,157 112,798,900 115,054,878 117,355,976 BUSINESS PERSONAL PROPERTY 0 0 0 800,000 1,406,475 1,875,300 1,912,806 1,951,062 1,990,083 2,029,885 2,070,483 2,111,892 2,154,130 2,197,213 2,241,157 2,285,980 2,331,700 2,378,334 2,425,901 2,474,419 2,523,907 2,574,385 2,625,873 2,678,390 2,731,958 2,786,597 2,842,329 2,899,176 2,957,159 3,016,302 3,076,628 3,138,161 Trophy Club 0 0 0 123,826 254,176 359,520 366,710 374,045 381,525 389,156 396,939 404,878 412,975 421,235 429,660 438,253 447,018 455,958 465,077 474,379 483,867 493,544 503,415 513,483 523,753 534,228 544,912 555,811 566,927 578,265 589,831 601,627 13,084,993 Northwest ISD 0 0 0 360,220 739,417 1,045,870 1,066,787 1,088,123 1,109,885 1,132,083 1,154,725 1,177,819 1,201,376 1,225,403 1,249,911 1,274,909 1,300,408 1,326,416 1,352,944 1,380,003 1,407,603 1,435,755 1,464,470 1,493,760 1,523,635 1,554,107 1,585,190 1,616,893 1,649,231 1,682,216 1,715,860 1,750,177 38,065,195 Denton County 0 0 0 70,659 145,040 205,152 209,255 213,440 217,709 222,063 226,504 231,034 235,655 240,368 245,175 250,079 255,080 260,182 265,386 270,693 276,107 281,629 287,262 293,007 298,867 304,845 310,942 317,160 323,504 329,974 336,573 343,305 7,466,648 Trophy CLUB MUD 1 0 0 0 33,081 67,904 96,047 97,968 99,928 101,926 103,965 106,044 108,165 110,328 112,535 114,785 117,081 119,423 121,811 124,247 126,732 129,267 131,852 134,489 137,179 139,923 142,721 145,576 148,487 151,457 154,486 157,576 160,727 3,495,708 npv @ 6% SUBTOTAL #3 21,964,143 0 0 0 587,786 1,206,536 1,706,589 1,740,720 1,775,535 1,811,046 1,847,266 1,884,212 1,921,896 1,960,334 1,999,541 2,039,531 2,080,322 2,121,928 2,164,367 2,207,654 2,251,807 2,296,844 2,342,780 2,389,636 2,437,429 2,486,177 2,535,901 2,586,619 2,638,351 2,691,118 2,744,941 2,799,840 2,855,836 62,112,544 REVENUE #4 - BLOCK D REAL PROPERTY TAX 0 0 0 0 2,558,100 3,837,150 5,116,200 5,218,524 5,322,894 5,429,352 5,537,939 5,648,698 5,761,672 5,876,906 5,994,444 6,114,333 6,236,619 6,361,352 6,488,579 6,618,350 6,750,717 6,885,732 7,023,446 7,163,915 7,307,193 7,453,337 7,602,404 7,754,452 7,909,541 8,067,732 8,229,087 8,393,668 BUSINESS PERSONAL PROPERTY 0 0 0 0 170,540 255,810 341,080 347,902 354,860 361,957 369,196 376,580 384,111 391,794 399,630 407,622 415,775 424,090 432,572 441,223 450,048 459,049 468,230 477,594 487,146 496,889 506,827 516,963 527,303 537,849 548,606 559,578 Trophy Club 0 0 0 0 13,624 20,436 27,248 27,793 28,349 28,916 29,494 30,084 30,686 31,300 31,926 32,564 33,215 33,880 34,557 35,248 35,953 36,672 37,406 38,154 38,917 39,695 40,489 41,299 42,125 42,968 43,827 44,704 951,532 Northwest ISD 0 0 0 0 39,633 59,450 79,267 80,852 82,469 84,119 85,801 87,517 89,268 91,053 92,874 94,731 96,626 98,559 100,530 102,540 104,591 106,683 108,817 110,993 113,213 115,477 117,787 120,142 122,545 124,996 127,496 130,046 2,768,075 Denton County 0 0 0 0 7,774 11,661 15,549 15,860 16,177 16,500 16,830 17,167 17,510 17,860 18,218 18,582 18,954 19,333 19,719 20,114 20,516 20,926 21,345 21,772 22,207 22,651 23,104 23,566 24,038 24,519 25,009 25,509 542,970 Trophy CLUB MUD 1 0 0 0 0 3,640 5,460 7,279 7,425 7,574 7,725 7,880 8,037 8,198 8,362 8,529 8,700 8,874 9,051 9,232 9,417 9,605 9,797 9,993 10,193 10,397 10,605 10,817 11,033 11,254 11,479 11,709 11,943 254,206 npv @ 6% SUBTOTAL #4 1,557,764 0 0 0 0 64,672 97,007 129,343 131,930 134,569 137,260 140,005 142,805 145,661 148,575 151,546 154,577 157,669 160,822 164,038 167,319 170,666 174,079 177,561 181,112 184,734 188,429 192,197 196,041 199,962 203,961 208,040 212,201 4,516,782 REVENUE #5 - BLOCK E REAL PROPERTY TAX 0 0 0 0 4,755,000 7,132,500 9,510,000 9,700,200 9,894,204 10,092,088 10,293,930 10,499,808 10,709,805 10,924,001 11,142,481 11,365,330 11,592,637 11,824,490 12,060,979 12,302,199 12,548,243 12,799,208 13,055,192 13,316,296 13,582,622 13,854,274 14,131,360 14,413,987 14,702,267 14,996,312 15,296,238 15,602,163 BUSINESS PERSONAL PROPERTY 0 0 0 0 297,000 445,500 594,000 605,880 617,998 630,358 642,965 655,824 668,940 682,319 695,966 709,885 724,083 738,564 753,336 768,402 783,770 799,446 815,435 831,743 848,378 865,346 882,653 900,306 918,312 936,678 955,412 974,520 Trophy Club 0 0 0 0 25,225 37,837 50,449 51,458 52,487 53,537 54,608 55,700 56,814 57,950 59,109 60,292 61,497 62,727 63,982 65,262 66,567 67,898 69,256 70,641 72,054 73,495 74,965 76,464 77,994 79,553 81,144 82,767 1,761,734 Northwest ISD 0 0 0 0 73,380 110,070 146,761 149,696 152,690 155,744 158,858 162,036 165,276 168,582 171,953 175,393 178,900 182,478 186,128 189,850 193,647 197,520 201,471 205,500 209,610 213,802 218,079 222,440 226,889 231,427 236,055 240,776 5,125,013 Denton County 0 0 0 0 14,394 21,591 28,788 29,363 29,951 30,550 31,161 31,784 32,420 33,068 33,729 34,404 35,092 35,794 36,510 37,240 37,985 38,744 39,519 40,310 41,116 41,938 42,777 43,633 44,505 45,395 46,303 47,229 1,005,293 Trophy CLUB MUD 1 0 0 0 0 6,739 10,108 13,478 13,747 14,022 14,303 14,589 14,880 15,178 15,482 15,791 16,107 16,429 16,758 17,093 17,435 17,784 18,139 18,502 18,872 19,250 19,635 20,027 20,428 20,836 21,253 21,678 22,112 470,654 npv @ 6% SUBTOTAL #5 2,884,157 0 0 0 0 119,738 179,606 239,475 244,265 249,150 254,133 259,216 264,400 269,688 275,082 280,583 286,195 291,919 297,757 303,713 309,787 315,983 322,302 328,748 335,323 342,030 348,870 355,848 362,965 370,224 377,628 385,181 392,885 8,362,695 REVENUE #6 - SALES SALES TAX 0 0 349,386 581,529 834,630 995,418 1,072,790 1,094,246 1,116,131 1,138,453 1,161,222 1,184,447 1,208,136 1,232,298 1,256,944 1,282,083 1,307,725 1,333,879 1,360,557 1,387,768 1,415,523 1,443,834 1,472,711 1,502,165 1,532,208 1,562,852 1,594,109 1,625,991 1,658,511 1,691,682 1,725,515 1,760,025 38,882,770 SUBTOTAL #6 14,031,666 0 0 349,386 581,529 834,630 995,418 1,072,790 1,094,246 1,116,131 1,138,453 1,161,222 1,184,447 1,208,136 1,232,298 1,256,944 1,282,083 1,307,725 1,333,879 1,360,557 1,387,768 1,415,523 1,443,834 1,472,711 1,502,165 1,532,208 1,562,852 1,594,109 1,625,991 1,658,511 1,691,682 1,725,515 1,760,025 38,882,770 REVENUE #7 - HOT HOTEL OCCUPANCY TAX 0 0 0 465,010 474,310 483,796 493,472 503,342 513,409 523,677 534,150 544,833 555,730 566,845 578,181 589,745 601,540 613,571 625,842 638,359 651,126 664,149 677,432 690,980 704,800 718,896 733,274 747,939 762,898 778,156 793,719 809,594 18,038,777 SUBTOTAL #7 6,561,745 0 0 0 465,010 474,310 483,796 493,472 503,342 513,409 523,677 534,150 544,833 555,730 566,845 578,181 589,745 601,540 613,571 625,842 638,359 651,126 664,149 677,432 690,980 704,800 718,896 733,274 747,939 762,898 778,156 793,719 809,594 18,038,777 REVENUE A, 1, 2, 3, 4, 5, 6, 7 2,649 5,352 1,108,732 2,844,722 4,221,959 5,017,581 5,264,718 5,372,661 5,482,764 5,595,069 5,709,619 5,826,461 5,945,640 6,067,202 6,191,195 6,317,668 6,446,671 6,578,254 6,712,468 6,849,367 6,989,004 7,131,433 7,276,711 7,424,895 7,576,042 7,730,212 7,887,466 8,047,864 8,211,471 8,378,350 8,548,566 8,722,187 191,484,950 Running Total 2,649 8,001 1,116,733 3,961,455 8,183,414 13,200,995 18,465,713 23,838,374 29,321,138 34,916,206 40,625,826 46,452,287 52,397,926 58,465,128 64,656,323 70,973,991 77,420,662 83,998,916 90,711,384 97,560,751 104,549,755 111,681,188 118,957,899 126,382,793 133,958,835 141,689,047 149,576,513 157,624,377 165,835,848 174,214,197 182,762,763 191,484,950 NET PRESENT VALUE @ 6%68,800,921 GROSS 191,484,950 DISTRICT BREAKDOWN 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 Trophy Club $30,749,087.13 558 1,127 509,354 1,425,355 1,922,614 2,224,628 2,345,401 2,392,867 2,441,282 2,490,666 2,541,037 2,592,416 2,644,823 2,698,277 2,752,801 2,808,415 2,865,141 2,923,002 2,982,021 3,042,219 3,103,622 3,166,252 3,230,135 3,295,296 3,361,760 3,429,554 3,498,703 3,569,235 3,641,178 3,714,559 3,789,409 3,865,755 85,269,462 Northwest ISD $29,543,601.68 1,624 3,280 465,359 1,102,002 1,785,221 2,168,461 2,266,570 2,313,525 2,361,419 2,410,271 2,460,100 2,510,926 2,562,768 2,615,647 2,669,584 2,724,599 2,780,714 2,837,952 2,896,335 2,955,885 3,016,627 3,078,583 3,141,778 3,206,237 3,271,986 3,339,049 3,407,454 3,477,226 3,548,395 3,620,986 3,695,029 3,770,554 82,466,146 Denton County $5,795,102.05 318 643 91,282 216,162 350,179 425,353 444,597 453,808 463,202 472,785 482,559 492,529 502,698 513,070 523,650 534,442 545,449 556,676 568,128 579,809 591,724 603,877 616,273 628,917 641,814 654,969 668,386 682,073 696,033 710,272 724,796 739,610 16,176,082 Trophy CLUB MUD 1 $2,713,129.80 149 301 42,736 101,202 163,945 199,140 208,150 212,462 216,860 221,347 225,923 230,590 235,351 240,207 245,161 250,213 255,366 260,623 265,984 271,453 277,031 282,721 288,524 294,444 300,482 306,641 312,923 319,330 325,866 332,532 339,332 346,268 7,573,259 TOTALS 2,649 5,352 1,108,732 2,844,722 4,221,959 5,017,581 5,264,718 5,372,661 5,482,764 5,595,069 5,709,619 5,826,461 5,945,640 6,067,202 6,191,195 6,317,668 6,446,671 6,578,254 6,712,468 6,849,367 6,989,004 7,131,433 7,276,711 7,424,895 7,576,042 7,730,212 7,887,466 8,047,864 8,211,471 8,378,350 8,548,566 8,722,187 100,773,565 Economic Development DAVID PETTIT Town Council Page 123 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 29 Projects Cost Estimates: All project costs listed in the project plan shall be considered estimates and shall not be considered a cap on expenditures. Length of TIRZ #2 in Years: The TIRZ has a 32-year term and is scheduled to end on December 31, 2046. Powers and Duties of Board of Directors: The Board shall have all powers granted to it by Chapter 311 of the Texas Tax Code, including powers of a municipality under Chapter 380, Local Government Code. The Board shall not be authorized to: issue bonds; impose taxes or fees; exercise the power of eminent domain; or give final approval to the Zone’s project and financing plan. Financial Feasibility Analysis Economic Development DAVID PETTIT Town Council Page 124 of 355 Meeting Date: Monday, May 5, 2014 Preliminary Project and Financing Plan, TIRZ #2 30 Exhibit A Account Number Owner Name Owner Address Legal 1 Acres SQ FT Land Value AG Exemption Taxable Value 68347 JSB Properties LP 6211 Raintree Ct Dallas, TX 75254-8602 A0823a C. Medlin, Tr 19, 3.4096 Acres, Old Dcad Tr #3b 3.4096 148522.18 $594,088 0 $594,088 171495 JSB Properties LP 6212 Raintree Ct Dallas, TX 75254-8602 A0823a C. Medlin, Tr 21, Acres 4.3073 4.3073 187625.99 $750,504 0 $754,852 171494 JSB Properties LP 6213 Raintree Ct Dallas, TX 75254-8602 A0823a C. Medlin, Tr 21a, 5.612 Acres 5.612 244458.72 $977,836 0 $977,836 151108 JSB Properties LP 12222 Merit Dr Ste 120 Dallas, TX 75251-2228 A0823a C. Medlin, Tr 22, 13.055 Acres, Old Dcad Tr #4b 13.055 568675.8 $2,274,700 0 $2,274,700 171493 JSB Properties LP 6213 Raintree Ct Dallas, TX 75254-8602 A0823a C. Medlin, Tr 1a, Acres 2.077 2.077 90474.12 $361,896 $499,426 335139 Trophy Club Municipal 100 Municipal Drive Trophy Club, TX 76262 Municipal Utlity District No 1 Complex Blk 1 Lot 1 0.936 40772.16 $163,089 0 $0 335140 Trophy Club Municipal 100 Municipal Drive Trophy Club, TX 76262 Municipal Utlity District No 1 Complex Blk 1 Lot 2 1.287 56061.72 $224,247 0 $0 185201 Holley, Russell W Trs Of Cyrus & Shirley C Holley 1991 Irrev Trst 692 Garden Court Southlake TX, 76092-3502 The Village At Trophy Club Lot 3 1.6010101 69740 $488,180 0 $488,180 335141 Trophy Club Municipal 100 Municipal Drive Trophy Club, TX 76262 Municipal Utlity District No 1 Complex Blk 1 Lot 3 3.044 132596.64 $530,387 0 $0 Trophy Club TIRZ #2 Parcels Economic Development DAVID PETTIT Town Council Page 125 of 355 Meeting Date: Monday, May 5, 2014 Town Council Page 126 of 355 Meeting Date: Monday, May 5, 2014 Town Council Page 127 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB, TEXAS ORDINANCE NO. 2014-11 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS APPROVING A PROJECT AND FINANCING PLAN FOR REINVESTMENT ZONE NUMBER TWO, TOWN OF TROPHY CLUB, TEXAS; MAKING VARIOUS FINDINGS RELATED TO SUCH PLAN; PROVIDING FOR SEVERABILITY; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, as authorized by Chapter 311 of the Texas Tax Code (the “Act”) and pursuant to Ordinance No. 2014-09, adopted by the Town Council of the Town of Trophy Club, Texas (the “Town Council”) on April 21, 2014, the Town created Tax Increment Reinvestment Zone Number Two, Town of Trophy Club, Texas (the “Zone”); and WHEREAS, on April 28, 2014 the Board of Directors of the Zone (the “Board”) considered a preliminary project and financing plan for the Zone, and after review of the plan adopted a project and financing plan for the Zone, a copy of which is attached hereto and incorporated herein as Exhibit “A” (the “Plan”), as required by Section 311.011(a) of the Act; and WHEREAS, the TIRZ Board has submitted the Plan to the Town Council for consideration and approval; NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. Incorporation of Premises. The facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct and are adopted as part of this Ordinance for all purposes. Section 2. Findings. The Town Council having considered the Plan submitted by the Board of the Zone, hereby makes the following findings of fact: A. The Board of the Zone duly considered and adopted the project plan and financing plan which is attached hereto as Exhibit “A” and incorporated herein for all purposes (the “Plan”). B. The Plan includes all information required by Chapter 311 of the Texas Tax Code, including without limitation, Section 311.011(b) and (c) of the Act. C. The Plan is feasible and conforms to the Town’s Zoning Ordinance and Comprehensive Land Use Plan. Town Council Page 128 of 355 Meeting Date: Monday, May 5, 2014 Section 3. Approval of Plan. Based upon the findings set forth in Section 2 of this Ordinance, the Town Council hereby approves the Plan. Section 4. Severability. That if any portion, section or part of a section of this Ordinance, including without limitation, the Plan which is attached hereto and incorporated herein as Exhibit “A”, 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. Section 5. Engrossment and Enrollment. The Town Secretary of the Town of Trophy Club is hereby directed to engross and enroll this Ordinance in accordance with the Town Charter. Section 6. Effective Date. This ordinance shall be in full force and effect from and after its passage, as provided by the Town Charter and the laws of the State of Texas. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this the 5th day of May, 2014. _______________________________ Mayor, Connie White Town of Trophy Club, Texas ATTEST: ________________________________________ Town Secretary, Tammy Ard Town of Trophy Club, Texas APPROVED AS TO FORM: ________________________________________ Town Attorney, Patricia A. Adams Town of Trophy Club, Texas Town Council Page 129 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1066-T Name: Status:Type:Agenda Item Regular Session File created:In control:3/25/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding a Final Plat for Canterbury Hills, Phase 3 (20.716 acres) located out of the M. Medlin Survey, Abstract No. 832 in the Town of Trophy Club, Denton County, Texas; Owner/Developer BDMR Development, LLC. Attachments:1 Staff Report - TC 050514 - CH Ph 3.pdf 2 Application.pdf 3 Town Engineer Approval - CH, Ph 3.pdf 4 Mr. West Letter - March 25 2014.pdf 5 Diagram of Lots Purchased by MUD.pdf 6 Town Attorney Response to MUD Attorney.pdf 7 Mr. West Letter - April 17 2014.pdf 8 Transcript of P&Z Discussion - April 17, 2014.pdf 9 Planning Consultant Opinion - Projection of streets.pdf Action ByDate Action ResultVer. Planning & Zoning Commission4/17/2014 1 Consider and take appropriate action regarding a Final Plat for Canterbury Hills, Phase 3 (20.716 acres) located out of the M. Medlin Survey, Abstract No. 832 in the Town of Trophy Club, Denton County, Texas; Owner/Developer BDMR Development, LLC. Town Council Page 130 of 355 Meeting Date: Monday, May 5, 2014 TOWN COUNCIL May 5 , 2014 STAFF REPORT Canterbury Hills, Phase 3 Final Plat 51 Residential Lots REQUEST: Consider and take appropriate action regarding approval of a Final Plat of Canterbury Hills, Phase 3, consisting of Lots 1-16 and Lot 20, Block B; Lots 1-9, Block C; and Lots 3-17 and 19-28, Block F, being a 20.716 acre tract of land located out of the M. Medlin Survey, Abstract No. 832 in the Town of Trophy Club, Denton County, Texas. Applicant: Lauren Gilstrap, Jacobs Engineering Group, Inc. on behalf of BDMR Development, LLC. LOCATION: Canterbury Hills, Phase 3, will be located to the west of Eagles Ridge subdivision and is a continuation and final phase of Canterbury Hills subdivision. ZONING: Planned Development No. 31 (PD-31). The regulations for PD-31 residential lots are: Front Yard: 25-ft. Side Yard (adjacent to street): 20-ft. Side Yard: 10-ft. Rear Yard: 20-ft. Minimum Lot size: 12,000 sq. ft. Minimum Lot depth: 110-ft. Minimum Lot depth for cul-de-sac or corner lot: 100-ft. Minimum Lot width: 90-ft. Minimum Lot width adjacent to street: 110-ft. Minimum house size: 2,800 sq. ft. Maximum lot coverage: 40% HISTORY: This property is currently vacant. A preliminary plat for Canterbury Hills (Phases 1 & 2) was approved by the Town Council on December 3, 2007. Town Council Page 131 of 355 Meeting Date: Monday, May 5, 2014 PRELIMINARY PLAT Town Council Page 132 of 355 Meeting Date: Monday, May 5, 2014 PRELIMINARY PLAT (continued) REVIEW: This plat represents the final phase of the Canterbury Hills subdivision in the northeast area of the Town. Two previous phases, Canterbury Hills, Phase 1B and Phase 2, were approved by Council on October 15, 2012. The Town Engineer has reviewed and approved the infrastructure documents for Canterbury Hills, Phase 3 (memo attached). On March 25, 2014, the Municipal Utility District attorney, Bob West, sent a letter to the Town of Trophy Club requesting notification of the date this plat would be heard by the Planning and Zoning Commission so that the MUD would have an opportunity to address the Commission. A copy of the letter is included in this packet. The MUD purchased an approximately 4-acre tract of land (diagram attached in packet) north of the current wastewater treatment plant. The MUD desires a road easement through Lot 7, Block F so that if the MUD finds they do not need this land to expand the treatment plant, they can develop the land as residential property in the future. The access requested by the MUD is not required by the Subdivision Rules and Regulations as development of Canterbury Hills, Phase 3 does not cut off public access to the MUD owned property. Access to the MUD owned property is possible via an existing roadway easement off of Junction Way; therefore, the development of Phase 3 pursuant to the Final Plat does not deny access to the MUD property. Town Council Page 133 of 355 Meeting Date: Monday, May 5, 2014 Also, Mr. West indicates that the Town intended to have a walking trail in the area where Lot 7, Block F and the MUD’s property adjoin. Town records do not indicate any approval of a plan or requirement of a plan for a walking trail extending west across Phase 3. At the Planning & Zoning Commission meeting on April 17, 2014, MUD Director Nick Sanders presented a new letter to the Commission from MUD Attorney Bob West. The Commission did not read or consider the letter as it had not been presented to staff, the Town Manager or Town Attorney for consideration. While the Town appreciates the request and desire of the MUD for the Town to require the Final Plat for Phase 3 to include a right-of-way or easement for access from Sheldon Drive extending west to the east boundary of the District’s 3.996 acre tract, the Developer has satisfied all regulatory requirements, specifically: 1) The Preliminary Plat was approved on December 3, 2007. Since 2007 Town procedure has been to allow a preliminary plat to be valid as the subdivision is phased through final platting. This was done with the 25 plats of The Highlands and has been followed for Canterbury Hills PD-31 and PD-32. Since 2007, the MUD has reviewed every final plat brought before the Council for approval and until this plat has not raised an objection regarding an expired preliminary plat. 2) The Town’s Subdivision Ordinance states: Chapter 12-Subdivision Rules & Regulations Article V – Improvements, Section 5.04 Streets A. General, 7. Projection of Streets “Where adjoining areas are not subdivided, the arrangement of streets in the subdivision shall make provisions necessary for the proper projection of streets into such unsubdivided area.” The intent of the ordinance is to provide access to major thoroughfares (Trophy Club Drive and Indian Creek Drive) for orderly development of the Town through the Thoroughfare Plan which is a part of the Comprehensive Land Use Plan. The applicant provided access to the Wastewater Treatment Plant by providing a dedicated public street, Junction Way, during the platting of Canterbury Hills, Phase 1B. Furthermore, the planner involved with preparing the original (1991) Subdivision Rules & Regulations, Dan Boutwell, President, Municipal Planning Resources Group, Inc. was contacted and asked to evaluate the intent of the above section of the Subdivision Rules & Regulations ordinance. Mr. Boutwell’s letter is attached for reference. Town Council Page 134 of 355 Meeting Date: Monday, May 5, 2014 Summary The Town has no legal authority to require the Developer to dedicate an access easement or right-of-way to the MUD property through Lots 6 or 7, Block F as this has been provided through the dedicated public street of Junction Way. Rezoning – 2013 In March 2013, Council approved a rezoning request from the developer to rezone Canterbury Hills. The property adjacent to the MUD owned property was rezoned from R-12 to Planned Development No. 31 (PD-31) and with the zoning change a new concept plan was approved for the development as the developer no longer owned the lots purchased by the MUD in January 2013. From Page 3 of the PD document: a. Concept Plan: A concept plan for the Land, and all parts thereof, is attached hereto as Exhibit “B”, “Concept Plan” and incorporated herein as if copied in its entirety. Such Concept Plan shall be adhered to in carrying out the development of the Land in accordance with this Ordinance, and compliance with each and every part of this Ordinance and such plan shall constitute a condition precedent to the issuance of any building permit for the Land within PD Planned Development District No. 31. Town Council Page 135 of 355 Meeting Date: Monday, May 5, 2014 As required by the PD zoning document approved by Council in March 2013, the final plat conforms to the concept plan. FINAL PLAT Homeowners Association This neighborhood will have a Homeowners Association which will own and maintain all common areas. Tree Survey The builder shall be required to submit a tree survey for each lot to be developed, which must outline the builder’s plans to preserve as many trees as possible on the lot, less the trees required to be removed for the pad. A note for this requirement has been added to the plat. PLANNING AND ZONING COMMISSION: The Planning and Zoning Commission heard this request on April 17, 2014. Six commissioners were present. Commissioner Mark Sadley was traveling and unable to attend the meeting. A motion was made and seconded to table the Canterbury Hills Phase 3 final plat and bring it back to a future Planning and Zoning Commission meeting. The vote resulted in a 3-3 tie. If a vote ends in a tie, the vote fails. That motion was followed by a motion and second to approve the Canterbury Hills Phase 3 plat. The vote resulted in a 3-3 tie and therefore failed. Town Council Page 136 of 355 Meeting Date: Monday, May 5, 2014 A transcript of the Planning and Zoning Commission discussion and motions are attached for Council reference. SUMMARY: When considering approval of a plat, the approving authority must approve the plat if it meets all requirements of the applicable regulations. All regulatory compliance issues with the Final Plat for Canterbury Hills, Phase 3 have been identified, and the Developer has made corrections to bring the final Plat submission into full compliance with Town regulations. Therefore, staff requests the Council approve the Final Plat of Canterbury Hills, Phase 3. ch Attachments: Application Town Engineer Memo of Approval Mr. West (MUD) Letter (dated March 25, 2014) Diagram of Lots Purchased by MUD Town Attorney Response to MUD Attorney Mr. West (MUD) Letter (dated April 17, 2014) Transcript of Planning and Zoning Commission Discussion Hardcopies: 2013 Rezoning Request Concept Plan Preliminary Plat – one page – 18x24 Final Plat – two pages – 24x36 Town Council Page 137 of 355 Meeting Date: Monday, May 5, 2014 T o w n C o u n c i l P a g e 1 3 8 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 PLAN REVIEW To: From: Tom Rutledge Town of Trophy Club Date: March 25, 2014 RE: Canterbury Hills, Phase III – Final Review Plan comments have been addressed. The plans and plat are ready to proceed to P&Z and Council. Town Council Page 139 of 355 Meeting Date: Monday, May 5, 2014 T o w n C o u n c i l P a g e 1 4 0 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 4 1 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 Town Council Page 142 of 355 Meeting Date: Monday, May 5, 2014 T o w n C o u n c i l P a g e 1 4 3 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 4 4 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 4 5 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 4 6 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 4 7 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 4 8 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 4 9 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 5 0 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 5 1 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 5 2 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 5 3 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 5 4 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 5 5 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 T o w n C o u n c i l P a g e 1 5 6 o f 3 5 5 M e e t i n g D a t e : M o n d a y , M a y 5 , 2 0 1 4 PLANNING AND ZONING COMMISSION APRIL 17, 2014 DISCUSSION OF FINAL PLAT – CANTERBURY HILLS, PHASE 3 Chairman Senelly asked when Preliminary Plat was approved. Carolyn -- December 2007. Senelly explained some changes have occurred – lot sizes larger and fewer in number, some lots purchased by the MUD, and three lots designated as parkland. Steve Lenart: Lots of new faces on the Commission. We’ve been coming here since 2007 and we’ve developed the Highlands of Trophy Club development as well as Canterbury Hills and portions of Hogan’s Glen. My company actually manages all the on-site activity for the owner, Centurion American Development Group, Mr. Mehrdad Moayedi. There is an issue that has come up on the MUD. We’ve been here since 2007 and have done everything we’ve been asked to do, and more. Been straight forward and honest with everyone we’ve come across and I believe we’ve left a good taste in everybody’s mouth. How we got to this point with the controversy is really unbeknownst to me. I personally negotiated the sale, from the MUD, with Ms. Jennifer McKnight. She approached me a year and a half ago or so saying they were in dire need of expansion of their sewer plant – I don’t know if it was to meet TCEQ standards – but they knew they needed expansion. They had no other adjacent land to their existing sewer plant and they were boxed in by the Corps property to their north and the golf course to the south. They asked for some acreage to expand their plant. Never once, in any way, shape, or form, did it come up about accessing through our neighborhood. We would not have done it if that were the case. On the original plat from 2007, you can see the MUD plant and access road to it back in 2007 through early last year which was an old gravel road that ran rough shod through the property that [we] developed to the south, between a couple of holes of the golf course and over to the treatment plant. Today, there is a collector road, Indian Creek, which is a 60-ft. right-of-way that comes in from the south and east and moves up to the sewer plant and also accesses the golf maintenance facility which is on the east side of the sewer plant. The right-of-way necks down into a standard 50- ft. right-of-way which is a typical residential street. [Steve Lenart explained a few of the slides on the screen.] As we were working with Ms. McKnight, never once was mentioned about accessing it through our property. If that would have been the case, it would have been a no go. There is no way at all we would have sold a piece to a MUD facility for expansion of a plant and give them road access through our 50-ft. right-of-way neighborhood. Most people would not want to live on a street that would have sewer trucks coming up and down it on a daily basis for plant operations. It was never spoken of, it was never thought of, and from our end it was never dreamed of because we would never have done it. There was no documentation in any way, shape or form referencing that they Town Council Page 157 of 355 Meeting Date: Monday, May 5, 2014 needed access through our community. We worked with them on it on the far east end – there is a small creek that runs through there. There was a cost associated with crossing that and that’s how we came up with our line of demarcation there because we couldn’t develop anything back to the west of that line without significant expense. Our thought, all along, in good faith, was this was purely for plant expansion. We didn’t look at any kind of exit strategies for them if they didn’t need the expansion because it was 100% communicated to me this was for a dire need for an expansion of their sewer plant. With that being said, we respectfully ask for approval of a plat tonight. We are not asking for any variances to any ordinances. We are in compliance with all of your ordinances. We feel this is a reasonable request. This is our last phase of Canterbury Hills and we hope to get it on the ground timely. We’ve got our phase right in front of it that is selling nicely and we need to get this one on the ground. I’m happy to answer any questions. Our engineer is here if there are any technical questions. Thank you for your time. Senelly: Thanks very much and Tom (Rutledge, Town Engineer) does this project meet, as it’s platted, all of our requirements for the Town. Tom Rutledge: Yes sir. Garrett Reed: When was the effective period extended. You said the preliminary plat was done in 2007, was that correct? December 2007. So it’s valid for 12 months and then you can extend it for 12 months. When did you extend it? Steve Lenart: I don’t have an answer for that. I was just handed this piece of paper tonight from the MUD director, but I will say our attorney has looked at this in length and the filing of our previous final plats on the previous phases of Canterbury Hills we believe 100% qualifies for any extension that would be needed. Ms. Huggins: It has been the Town policy and procedure in both the Highlands and Canterbury Hills that with approval of the preliminary plat… that if there was a phase in the works the preliminary plat was still effective. In The Highlands there were nine (9) different neighborhoods and a total of 25 plats from 2007 through 2014 and so long as there was a plat in the works, the preliminary plat was considered still valid. The same with Canterbury Hills. The first preliminary plat and final plat was done in 2007 and 2008. The economy went downhill and in 2008 the final plat that was approved by the Planning & Zoning Commission and the Town Council was never filed because the applicant came back with some changes. There was a rezoning and some other issues such as parkland dedication that needed to be worked out so again, since 2007 there have consistently been phases of Canterbury Hills being done, both what is now known as PD-31 and PD-32. So both the Highlands and Canterbury Hills – there is a consistency there since 2007 that the preliminary plat has been valid because of the phases done for the final plats. Reed: Is it a policy or practice? If practices are bad as a city, it doesn’t make them right. It sounds to me like there are some fees due and some review. I think this is Town Council Page 158 of 355 Meeting Date: Monday, May 5, 2014 premature. Sounds like we’ve been allowing developers to get away with not paying these fees that might be due when they redo them. This might be a little premature if you ask me. Just my opinion. Policy versus practice. Fred Allen: It seems to me as though the change from the preliminary to the final is significant in so far as the area is concerned. Also, the use has changed from common area to the west to moving the common area over to the east side of the proposed plat. I don’t know if that common area is maintained by the community or is it parks/recreation? Steve Lenart: What common area are you referring to? Allen: The common area at the end of Sheldon Drive, Block F. Huggins: That’s going to be dedicated as parkland. Allen: Parks and Recreation will control that on an on-going basis? Huggins: Yes sir. That was done by the Council two years ago when the first phase of Canterbury Hills was brought before the Planning & Zoning Commission and Town Council. There was a requirement for parkland dedication. Council deals with parkland dedication – not the Planning and Zoning Commission. Council negotiated with the applicant to receive the three lots on the northeast corner of this plat. Those will be owned and maintained by the Town. Allen: There appears to be 4 lots that are no longer there. Over the preliminary you’ve eliminated the cul-de-sac. Ok. Is there anything prohibiting a new land owner to put in a right-of-way street to access those properties. Huggins: On the preliminary plat, the cul-de-sac to the west is no longer there. The request for a new preliminary plat was not made because they no longer own the property. If they still owned the property and wanted to bring forward this final plat with this change, that would have required a new preliminary plat. But, because they no longer own the property, the rest of the plat is fairly close to the preliminary plat. On the original preliminary plat the lots were smaller. Now, they are a little bit bigger. Then, the parkland dedication was negotiated by the Council. Those were the two changes and because they no longer own the property and because the Council approved the parkland, those were the two changes and we did not require a new preliminary plat. The other requirement is that the new property owner cannot be landlocked. There is a public road, Junction Way, that is a public dedicated street up to the border with the Country Club maintenance facility. Then, as you can see on the plat, there is a road easement that is provided from the public road to both the Country Club maintenance property and the wastewater treatment plant property. That property owner now owns both of these properties so this land is not landlocked. There is access through the road easement, and then through the wastewater plant property up to their other property, if necessary. Town Council Page 159 of 355 Meeting Date: Monday, May 5, 2014 Reed: What if they sell it? Huggins: Then they have to provide access through their property. That doesn’t become someone else’s problem. It’s their problem as the landowner. But they have that access possibility through the property they own adjacent to what they bought. Allen: If I understand the drawing correctly, I went up there and I saw Junction Way and it appears to me as though you go in front of the golf course maintenance property, the building and so forth, I guess it’s a drive, and then it appears that Junction Way comes in on the south end of that property and then goes over into the municipal utility district property and that is the water treatment plant. I must say that is a very secure area and specially when there is no one to rouse. A lot of cars around, but not a lot of people. In fact, there is no way, at the current time, to go Junction Way, and get to those 4 lots. And, it’s a secured facility prohibiting that access. It’s a water treatment facility, and I don’t know the rules and regulations with a water treatment facility, but I don’t imagine you can just build a road through there and put in public traffic. Maybe somebody could explain that further and tell us what restrictions that water treatment plant has with regard to access to the properties up there. Right now it looks like a situation that we all read about back in the 80s when Troy Aikman or Stauback or Kenny Stadler, whoever, tried to deal over in Westlake. It seems like a similar situation, simply stated, landlocked. Steve Lenart: The wastewater treatment plant and the property they purchased is all one ownership. We were trying to be the good neighbor here and it is a travesty what is happening. We feel we have 100% vested rights on this. We are matching every ordinance you’all have, meeting every ordinance, not once in this process has Ms. McKnight or any MUD director, several of them know me, picked up the phone and called me and said, hey, we have a problem here. If we would have dreamed of this scenario when we sold them the land we would have addressed it there. Chairman Senelly: It is my understanding that the reason for the purchase of this property from you was to expand the existing plant. Lenart: That’s what they told us. Senelly: That being the case, it’s one facility that was intended. I don’t know if that’s in fact what will happen, but that was the intention? Is that correct? Lenart: That’s what they told us, yes sir. Dennis Sheridan: I want to thank you very much for being a good neighbor with us and a good developer. I think we have had very good relations. Subject to hearing from the MUD tonight, which I want to hear, is it possible to table this for a meeting? What is the detriment to you if we did table it to allow review of the legal letter just received, and also to work something out? I would agree with you totally if there were sewer trucks Town Council Page 160 of 355 Meeting Date: Monday, May 5, 2014 coming through my neighborhood, there is no way. But, if this MUD property was to be converted to residential, not sewage, could there be something worked out? Senelly: Let me interject for a moment – not to get in the way of your questions – 1) I made it clear to the folks who handed us these documents that this is not official. We do not receive this officially. 2) This not being a public hearing and having in front of us a final plat, which as you may recall from a legal discussion we had not too long ago, we are obliged to treat as such. We are not going to being hearing from any member of the community about this regardless of what organization they may be from. Sheridan: I am going to make a motion that we table this for the next meeting because there is a significant difference between the preliminary plat and the final plat based on the design of the streets, and there is a question over the legality of the extension of the preliminary. I so move. Reed: I second the motion. Senelly: Any response from staff? Huggins: Based on the last seven (7) years of preliminary plats and final plats in Trophy Club, we have not required that the applicant formally ask for an extension of the preliminary plat. If there is a final plat in the works, the preliminary plat has automatically been extended. This plat is no different. The preliminary plat for Canterbury Hills has been extended just like the 25 plats for the Highlands. The plat meets the Subdivision Rules and Regulations and staff recommends approval this evening and not tabling this. This will go to Council on May 5 which will give the entity that has a dispute with the applicant time to discuss it between now and May 5. Staff recommends approval of this plat, sending it onto Council and let the Town Attorney have time to review the documents that were delivered today. It is my understanding that the Town Attorney received it by email today. She does not work in Trophy Club on Thursdays and Fridays, so I can’t verify that she received the document today, but I spoke with her last night and thought that I had everything set for approval of this plat. We included in your packet all of the documents that we did receive. If you did recommend approval, since the Subdivision Rules and Regulations have been met, then the entity in dispute with the developer will have time to discuss it between now and May 5. Senelly: As your Chair, I strongly recommend that we get this to Council so they can take up these issues, which are not ours, to resolve. We have a plat before us which we are told meets the Town’s requirements and I believe we would be remiss in not taking positive action on it. I don’t think we are going to help the cause of its review by delaying it here. Allen: We have a motion that has been moved and seconded on the floor and I’d like to move the question. Town Council Page 161 of 355 Meeting Date: Monday, May 5, 2014 Senelly: We’re discussing it. Sheridan: I stand by my motion and I respectfully disagree with Carolyn as to whether or not this meets all of the requirements. Reed: I stand by my second. I echo the same thing. I don’t think it meets the requirements. Sheridan: I want to table it. I’m not saying no to it, but I want to just give the opportunity to work something out. Steve Lenart: With all due respect we would prefer a yes or no vote. We don’t have the time to delay. I appreciate everything you are saying, but I would respectfully ask for a yes or no vote and we’ll move forward from there. Sheridan: I understand that. I stand by my motion to table it for a meeting. Senelly: Our choices are, 3, as you know: 1) approve, 2) deny, or 3) table (or defer). We are going to take a vote on this but we haven’t heard from two more commissioners that we have at the table tonight and I’d like to make sure we hear from everybody if you don’t mind. Brent? Brent Card: One question that I would have, and Carolyn pointed it out, and it is a question I don’t have any preconceived ideas, what would tabling do that sending it to Council in the time between wouldn’t do. The other thing that I’m thinking is that in the Town of Trophy Club the MUD is very important to us but in reading everything and hearing the comments if the intent all along for the MUD was to have access it seems like they did a very poor job in purchasing this property and putting their intents as part of the purchase contract or some outside memorandum of understanding or some document that said we are buying this and this is what we need. Which, all the documents that we have support the applicant that there was no mention of that prior to selling the property. I agree with him that if they knew that they probably wouldn’t have sold the property and they would have four more lots that they could sell at a decent price. So, wanting to be on the MUD side, I feel either they’ve changed their minds or they didn’t do enough due diligence and enough paperwork and get in writing up front and they are asking us to help them renegotiate the deal. That’s what it feels like. Because the first thing when I was reviewing this I thought why isn’t this in the contract? Someone who has been in real estate, you are really hanging yourselves out there buying a property that – you know, we have a preliminary plat but that could change. You don’t put exactly what you need in the documents as part of the purchase contract and you leave yourself open to exactly what we have here where attorneys get involved and it feels more like we didn’t do this up front and we’re asking the Planning Board now to deny it so they have to come back and negotiate with us after the fact. There are a lot of remedies to this situation but I would tend to agree I don’t know if it is necessarily for us. I do think they have access. The first thing I thought is well they own both properties so they do have access. Title would have caught that if it was an island. As Town Council Page 162 of 355 Meeting Date: Monday, May 5, 2014 we’ve already heard, you can’t create that. So I do like Dennis’ idea of going back and saying we need access but we won’t do trucks and what can you live with and maybe there is something they can live with and something can be worked out. For the applicant, to be fair to them, maybe they can do that between us and the Council or maybe the Council can say we’re either going to table or deny because we want you to work with the MUD. So I’m willing to hear the table issue out, but I’m just wondering what will happen in that time period that can’t happen between now and Council and I’d like to be fair to the applicant who, as he said, has had this kind of dumped on him and did not ask for this and would not have sold the property and possibly would rather buy the property back for the 400 and move on with their lives. So to put them under more time constraints I’d rather not. But if there is a good reason why we think that something can be accomplished in our tabling, I’m willing to hear it. Larry Vowell: This property has already been closed and they already own the property. The MUD. Correct? Well, I think MUD has access with the two things mentioned earlier – Junction Way and the possibility of going up the road behind the property so it does appear to me that the MUD didn’t think through this very well before they negotiated a deal with the applicant. If the property is already closed, I don’t see how they can come back and try to make the applicant do something that was not in the original deal unless the applicant wants to do it. What are the legal ramifications of this Carolyn? If we don’t approve it, does he have any legal rights or vice versa? Ms. Huggins: If a plat meets the Subdivision Rules and Regulations it shouldn’t be denied. Vowell: I remind the Commission that when the attorney met with us several meetings ago and shared with us what our role was here as Commissioners is that we are to do what is best for the Town and for the people who are building this Town and I am going to vote to approve it. Senelly: What can we gain in tabling it? If there is something to gain we want to consider it but I’d like to ask those who have proffered this idea, what do you hope to gain? Sheridan: We have a member of the Town, the MUD, and their individual citizens of this Town who have presented an objection of some form or fashion, right or wrong, and they have not been heard tonight. I cannot vote for this, I won’t vote for it, I won’t vote against it. I request we table it to give both sides a chance to talk to each other and/or have our next meeting where both sides get to present their case. Reed: We keep making assumptions. We have two MUD directors in the audience, I understand they can’t talk, that’s what the Chairman has said, and we’re standing up here making assumptions. I think that the access issue is probably valid and the documents in front of us, I haven’t had a chance to read, I think that in Section 3 it addresses that – I think they have addressed access, but that’s not why I believe we Town Council Page 163 of 355 Meeting Date: Monday, May 5, 2014 should table it. I think we should table it because, Carolyn, you said we’ve done something wrong 25+ times before so let’s do it wrong the 26th time. Ms. Huggins: I didn’t say it was wrong. I said we have a preliminary plat that was approved and so long as there was a final plat in the works we automatically extended the preliminary plat. Reed: But our rules state that after 12 months it expires unless they ask to have it renewed, right? Ms. Huggins: That’s what the ordinance states and there are many other cities that state that same ordinance and they follow the same procedure, that is, if there is a phase in the works the preliminary plat continues. Reed: And my mom used to always tell me if all your friends jump off a bridge are you going to jump off a bridge too? Senelly: I don’t think we are in that situation. The reason we have a PD in the first place…. Reed: My point is… Chairman can I finish my statement please? This is ridiculous… Senelly: …is for long range planning. This is a planning issue. It is not a procedural issue. The way that we handle PD’s in Trophy Club is we try to take it from the top down first and then we try to take the pieces as they come before us. Sometimes those pieces change, sometimes very little, sometimes more. This change has not changed much and it is before us as a part of a whole that has undergone approvals on an on- going basis for several years. This particular plat has been in the works with Trophy Club for a variety of reasons, on-going, since the preliminary plat. It is not as if something stopped and no action was being taken. I have to tell you I have a personal bias in here, I’m not going to recuse myself, but this area that we are talking about is my own personal trail access to Trophy Club Park which I’ve used on an on-going basis maybe four times a week for the last seven years. I hate to lose it, but I am happy to see that we are obtaining another access at the other end of this plat and it is going to be pretty neat. In fact, I worked with the… Reed: How long is this interruption going to go on? I was speaking. Senelly: I’m not done. Reed: Keep interrupting. I’m sorry. Go ahead. Senelly: As a new part of our Parks systems, which will be part of our Parks and Recreation system in Trophy Club, this particular parcel, which could have been three lots, is now not even going to be marketed, it’s a gift if you will; it’s not exactly a gift because it’s park dedication, but it’s a wonderful thing that we’re getting. I don’t want to Town Council Page 164 of 355 Meeting Date: Monday, May 5, 2014 see this plat unnecessarily and unduly and unreasonably held up, and I use those words, hold up; I feel I’m being held up here tonight by the actions of another organization in our Town and I don’t appreciate that, especially when I’m listening for good reasons. What are we going to gain by tabling this plat? I haven’t heard one thing yet. If you want to answer that question with the rest of your comments, I’m all ears. Reed: I’m ready to take a vote. I stand by my second. I think we need to make sure that everything is square and right with this. Ms. Huggins: May I make one other comment? Just for observation. I just want to mention that the MUD is a utility, just like any other utility that signs the plat. This is not the Town’s fight. If Atmos was fighting with Oncor about that access or what was or wasn’t said in the transaction, it would not be before the Town. This is not the Town’s fight. This is a plat before you for approval. Does it meet the Subdivision Rules and Regulations? I think your hearts are all in the right place, every single one of you, but this is not necessarily your fight. Reed: I don’t think it meets the regulations because I think one has been violated. Huggins: …and that is the preliminary plat? Reed: …so I’m ok with tabling it or I’m ok with saying no to it. I think there might be a legal issue out here that says whether or not this can be approved by us and the answer to that is just to prove it and let it go to City Council. I don’t think that’s what we are here to do just to approve stuff and let it go on. So I’ll either vote no or vote to table it. If we table it they will have a chance to come back, file the paperwork correctly, pay whatever fees they have due to the Town correctly and bring it back in a month and present it to us. This has been going on since 2007. Senelly: I’ll call for the vote on a motion to table to a future meeting this final plat. Any last comments? All those in favor of tabling to a future meeting, please raise your hand. Ayes: Sheridan, Reed, Allen Nay: Senelly, Vowell, Card Vote: 3-3 [A vote ending in a tie fails.] The motion to table fails. Senelly: Does anyone have another motion? Vowell: The question was asked by Mr. Reed to give them an opportunity to legally submit the documents. Has what they’ve submitted not been done legally? Huggins: The documents received tonight -- I don’t know what they are. They were handed to us this evening and the gentleman who handed them to us said that they were also sent to the Town Attorney. I don’t know what they are and can’t address what we received this evening. I haven’t looked at it and don’t even know what it is. Town Council Page 165 of 355 Meeting Date: Monday, May 5, 2014 Vowell: Has the applicant submitted everything in a legal fashion? Huggins: Yes. The applicant submitted a final plat according to the rules and regulations of the Town. He submitted an application, fees, a final plat and engineering documents that went through staff review and the Town engineering. We had several iterations back and forth with their engineer and our engineer until all of the comments were met and then, as you saw from the memo in your packet, the Town Engineer approved and accepted the infrastructure engineering documents and sent you a memo to that effect. So then the plat is ready for placement on a P&Z agenda. And, it wasn’t until that point that we then received documents from the other entity saying, wait a minute, we have an issue with this plat being put on a P&Z agenda. Their attorney then sent a letter to the Town Attorney. She received it over about a week’s time, and we actually delayed placing this plat on an agenda, we delayed it one meeting; it was actually going to come to you last meeting and instead we are on this meeting agenda to give the Town Attorney time to respond to that letter. We found no documentation that there was anything that would stop the plat coming forward that it doesn’t meet the Subdivision Rules and Regulations. So it was placed on this agenda for your consideration. Senelly: Again, I would ask for a motion to approve the plat. Commissioner Vowell: I’ll make a motion to approve. Senelly: Do I hear a second? Commissioner Card: I’ll second. Senelly: Any further discussion? Sheridan: I’d like to make one point. I realize that the MUD attorney gave the Town a document tonight. But, there was also a document that was part of our package tonight and so the MUD has some standing on speaking on the basis of that was included in our package for review. Ms. Huggins: Chairman Senelly, would you consider letting the MUD speak so we could possibly try and… [MUD Director Nick Sanders was no longer present; MUD Director Kevin Carr asked Chairman Senelly for permission to speak.] MUD Director Kevin Carr: The timeline was we bought the four lots from the developer to protect any housing. We said ok we don’t want a wastewater treatment plant so we wouldn’t be landlocked in future years. Look at Trophy Club. It’s landlocked after they build out. Town Council Page 166 of 355 Meeting Date: Monday, May 5, 2014 Senelly: I’m sorry, would you please clarify. You were concerned about your existing plant being landlocked? Carr: Yes. We’re upgrading the plant. I don’t know if you’ve been reading in the news, but we’ve been upgrading the plant. Senelly: But it has access now, it what way would it be… Carr: The increase in size of the plant has to expand and we would have been landlocked and unable to expand the plant. Huggins: Excuse me Chairman Senelly… [to Mr. Carr] can you please identify yourself? Carr: Kevin Carr, MUD 1 Director. Senelly: Kevin Carr, thank you very much Mr. Carr. Huggins: Mr. Carr is a MUD Director. Senelly: Yes. Carr: I just said that. Carr: When we first purchased the land, they had a cul-de-sac. I don’t know when they changed from January to now because we closed on it in January. At that time, we didn’t see any change until probably about a month ago. All of a sudden we saw the new plat that was coming to you and we see now our access to that property has gone. At that time, we contacted the Town Attorney. We wrote a letter to her. She didn’t respond until probably this past week. We gave it to our attorney to look at the response. He came up with the answers you are seeing right now. Sheridan: I know you are a knowledgeable director of the MUD, but are you authorized to speak tonight? Carr: No, I’m not. Sheridan: On that basis, I stand with my original… Senelly: Thank you. We may have some questions for you as the evening wears on. Carr: Director Sanders was to speak. He was authorized by the Board with Mr. Armstrong. There is an RUTC forum for all the candidates, including the Mayor, that starts at 8 p.m. and that’s why he had to leave. Apologize. Senelly: Priorities. Huggins: Canturbury Hills, Phase 3 was submitted to the Town in January. It was sent to all of the staff for review on January 9. That means they got the infrastructure plans and the plat and those were sent to the MUD on that date. So they had this final plat Town Council Page 167 of 355 Meeting Date: Monday, May 5, 2014 with this exact layout on January 9, 2014, and they were asked for their comments back on it and it wasn’t until recently that the letter was received from the MUD attorney. It actually wasn’t until we scheduled this item on a P&Z agenda that the MUD came forward with a formal letter of objection to this plat, but the MUD had it since January 9 of this year. Vowell: When was the property closed? Lenart: January 2013. Senelly: Carolyn, is it my understanding that the documentation that has been provided to us stated that one of the reasons the MUD wanted this additional access point was to provide trail access to the Trophy Club Park. Huggins: I believe that was in Mr. West’s letter that went to the Town Attorney. Senelly: And we are providing that through the park dedication in the opposite corner. Is that not correct? Huggins: That’s correct. Steve Lenart: Chairman, may I speak? Two things that were said by the MUD director. 1) I can’t speak to their intent, but I know every one of my communications with Jennifer McKnight over a one to two month period as this issue came up and they wanted to buy a piece of property was about expansion of their plant. The word “access” never came up. 2) I just heard the argument that that cul-de-sac that they bought – I know some of you guys are real estate guys. We would not sell them a property with an obligation to build them roads, streets and develop them in a simple little 5-page, 6-page contract. It was a raw land purchase because in their terms they were in a bind and needed a place for future expansion of the sewer plant. To say that they were expecting a cul-de-sac or any access whatsoever was never communicated to us, written or verbal. I was the only person that verbally spoke to them. Allen: Mr. Carr, you made a statement that the additional land that you purchased was for expansion of the current water treatment facility and a buffer to citizens in that area as well. Did you not? Mr. Carr: Again, I am not speaking on behalf of the MUD because I wasn’t authorized, ok? We had the opportunity to buy some acreage. They wanted to sell us the four lots, rather than just a couple of them. We may use it for expansion, it depends on how big the plant gets. Right now we didn’t want to be landlocked in case the plant had to expand and wouldn’t have any land. Then we’d have a plant out there to do nothing. As far as access, when we saw the drawings when it was presented, it had the cul-de- sac and we said, ok, we could buy these lots and just have an end of the road grassland. Per TCEQ and the water code we have to have so much land between residential and a plant. Town Council Page 168 of 355 Meeting Date: Monday, May 5, 2014 Allen: So my interpretation of looking for a buffer for the community and neighbors up there was incorrect? Carr: There has to be a buffer of some sort. Carolyn could probably tell you that. Allen: Question to Carolyn. The original plat showed the cul-de-sac. Ok, then the next map shows that there are homes there now. There is no cul-de-sac and there are lots there. Was that cul-de-sac designated a public way? Huggins: On the preliminary plat it was a public street, yes. Allen: Can they take public streets and block them off? Huggins: They no longer own the property so he can’t bring forward a final plat that has a street on property that he no longer owns. He doesn’t own that anymore. Steve Lenart: That roadway was never dedicated or platted. It was just a preliminary plat drawing. The right-of-way doesn’t get dedicated until the final plat is filed. Huggins: The preliminary plat has no legal standing. It isn’t filed with the County. It’s preliminarily approved by the Town. Think of it as a concept plan and the final plat is supposed to be something close to it. There isn’t a public way that has been taken away, it’s just a concept and since he no longer owns that property he can’t bring forward a final plat with that road on it for property that he doesn’t own. Allen: Earlier today, I drove to the end of Indian Creek and then turned left onto a cul- de-sac. Huggins: You might have been on Hershey Way, south of the treatment plant; not the area north of the treatment plant. Steve Lenart: If you saw lots and there was a screening wall and a true cul-de-sac, those are the lots that were developed with Phase 1B. You could also drive up and turn left at the next entrance which is access to the golf cart maintenance facility and the treatment plant. There is no other way to turn left in that area right now. Senelly: Where does the road terminate right now? Steve Lenart: Just north of Junction Way… Senelly: And there is a barricade there and you have to turn right. Steve Lenart: Yes. Town Council Page 169 of 355 Meeting Date: Monday, May 5, 2014 Senelly: Because we have an even number of commissioner this evening, unless we have a vote change, which is unlikely, we may have the same deadlock vote on the motion that has been made. I’m going to call for a vote on the motion to approve the final plat. Ayes: Senelly, Vowell, Card Nays: Sheridan, Reed, Allen Motion to approve failed with a 3-3 tie. Senelly: We have a deadlock vote again. As such, it doesn’t pass. This is going to go to Council without our taking action. It is what it is. The Council will have to wrestle with all of the issues that we’ve had to wrestle with tonight and then some. Town Council Page 170 of 355 Meeting Date: Monday, May 5, 2014 MEMORANDUM TO: Carolyn Huggins, Town of Trophy Club FROM: Dan C. Boutwell – MPRG Inc. DATE: April 29, 2014 SUBJECT: Planning Opinion Regarding Projection of Streets as per Subdivision Regulations I have reviewed the Trophy Club subdivision regulations regarding the projection of public dedicated rights-of-way and streets into adjacent undeveloped property and offer the following planning opinion. Our firm prepared the original subdivision regulations for the Town of Trophy Club. This section contains typical language generally used to prevent unsubdivided residential developments from being landlocked. However, its primary purpose is to addresses the need to extend thoroughfares and collectors which have been identified on the Thoroughfare Plan or the Comprehensive Plan and to facilitate the continuation of compatible residential development. It does not require public right-of-way to be extended to every undeveloped adjacent lot upon the perceived need of the adjacent landowner. Likewise it is not intended to provide the developer of one property a marketing “stick” to restrict development from competing builders or developers. It is selective as to the benefit and welfare of the adjacent residential neighborhoods. The key word of the provision are the words “proper projection” of streets. Proper projection of streets is achieved when a design of residential streets extends or continues an established pattern of streets and/or lot design. It is not intended to connect to each non-residential adjacent property. In fact, unless the roadway is a collector or major thoroughfare it is often in the best interest of the residential land use to not establish a traffic generator for a non-residential land use through a residential neighborhood. Alternatives for providing access to adjacent non-residential property may include instruments for access easements for private drives accessing public roadways. However, these instruments are usually cooperative agreements between the adjacent property owners. Unfortunately, private roadway easements may also direct non-residential traffic into the adjacent subdivision. However, the private road, in such cases, will be maintained by the property owner and is not the responsibility of the municipality. Respectfully submitted, MUNICIPAL PLANNING RESOURCES GROUP, INC. President Town Council Page 171 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1123-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with Lone Star Investment Pool; and providing an effective date. Attachments:Staff Report - Lone Star Investment Pool.pdf RES 2014-16 Lone Star Investment Pool Resolution.pdf Exhibit A - Lone Star Investment Pool Enrollment Book.pdf Lone Star Investment Pool Investment Agreement.pdf Lone Star Investment Policy.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with Lone Star Investment Pool; and providing an effective date. Town Council Page 172 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Steven Glickman, Director of Finance CC: Mike Slye, Town Manager Tammy Ard, Town Secretary Re: Lone Star Investment Pool Town Council Meeting, Monday, May 5, 2014 Agenda Item: Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with Lone Star Investment Pool; and providing an effective date. Explanation: Lone Star Investment Pool is a public funds investment pool in Texas that adheres to the requirements of the Public Funds Investment Act. Lone Star offers three products: Government Overnight, Corporate Overnight, and Corporate Overnight Plus. The Corporate Overnight Plus does not meet the requirements of the Town’s investment policy that requires a pool to strive to maintain a net asset value (NAV) of $1 per share (this product maintains a NAV of $0.50 per share), therefore this product would not be invested in. Lone Star’s other two products do adhere to the Town’s investment policy and currently offer better yields than their competitors while maintaining the same pool rating of AAAm, which is the highest rating available. Currently, the Town houses the vast majority of its investments at TexPool. Investing funds in Lone Star would generate higher yield while diversifying the Town’s portfolio, maintaining the preservation of principal and liquidity. Attachments: • Resolution 2014-16 • Exhibit A - Lone Star Investment Pool Enrollment Book • Lone Star Investment Pool Investment Agreement • Lone Star Investment Policy Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Town Council Page 173 of 355 Meeting Date: Monday, May 5, 2014 Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: Staff recommends Council approval of Resolution 2014-16 of the Town Council authorizing the Town to invest funds with Lone Star Investment Pool. Town Council Page 174 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB RESOLUTION NO. 2014-16 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, APPROVING AND AUTHORIZING EXECUTION OF AN INVESTMENT AGREEMENT FOR PARTICIPATION IN THE LONE STAR INVESTMENT POOL, DESIGNATING THE POOL AS AN AGENCY AND INSTRUMENTALITY, APPROVING INVESTMENT POLICIES OF THE POOL, APPOINTING AUTHORIZED REPRESENTATIVES, AND DESIGNATING INVESTMENT OFFICERS. WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the “Act”), permits any “local government” to contract with one or more other “local governments” and with agencies of the state to perform “governmental functions and services,” including investment of public funds through “public funds investment pools” (as such phrases are defined in the Act); WHEREAS, the Public Funds Investment Act, Texas Government Code Chapter 2256 (the “Investment Act”), also authorizes local governments, state agencies, and nonprofit corporations acting on behalf of such entities to invest public funds through investment pools; WHEREAS, the Act also permits the contracting parties to any agreement to create an administrative agency to supervise the performance of such agreement and to employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of such agreement; WHEREAS, Town of Trophy Club (the “Government Entity”) is a local government or an agency of the State of Texas within the meaning of the Act and/or the Investment Act and desires to enter into that certain Investment Agreement (the “Agreement”), a copy of which is presented with this Resolution and is incorporated herein by reference, and become a participant in a public funds investment pool created thereunder and known as the Lone Star Investment Pool (the “Pool”) sponsored by the Texas Association of School Boards (“TASB”); WHEREAS, the Government Entity desires to designate the Pool as its agency and instrumentality with authority, through the Pool’s Board of Trustees (the “Board”), to supervise performance of the Agreement, employ personnel and engage in other administrative activities, and provide other administrative services necessary to execute the terms of the Agreement; WHEREAS, each capitalized term used in this Resolution and not otherwise defined has the same meaning assigned to it in the Agreement; Town Council Page 175 of 355 Meeting Date: Monday, May 5, 2014 NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. The Agreement is hereby approved and adopted and, upon execution thereof by an Authorized Representative (defined below) and receipt of the Government Entity’s application to join the Pool by the Administrator, the Government Entity shall become a Participant in the Pool for the purpose of investing its available funds therein from time to time in accordance with its terms. Section 2. The Pool is hereby designated as an agency and instrumentality of the Government Entity, the Board is hereby designated as the governing body of the Pool, and the Pool, through the Board, shall have the authority to supervise performance of the Agreement, employ personnel, and engage in other administrative activities and provide other administrative services necessary to execute the terms of the Agreement. Section 3. The investment policies of the Pool, as set forth in the Statement of Investment Policy, as summarized in the Information Statement, and as may be amended from time to time by the Board, are hereby adopted as investment policies of the Government Entity with respect to money invested in the Pool, and any existing investment policies of the Government Entity in conflict therewith shall not apply to investments in the Pool. Section 4. The following officers, officials, or employees of the Government Entity are hereby designated as “Authorized Representatives,” within the meaning of the Agreement, with full power and authority to execute the Agreement, an application to join the Pool, Vendor Payment Authorization forms, and any other documents required or appropriate to become a Participant; deposit money to and withdraw money from the Government Entity’s Pool account from time to time in accordance with the Agreement and the Information Statement; and take all other actions deemed necessary or appropriate for the investment of funds of the Government Entity: Printed Name _Steven Glickman ___________________________________________ E-mail Address _sglickman@trophyclub.org___________________________________ Signature _________________________________ Title _Director of Finance _____ Printed Name _Stephen Seidel ________________________________________ E-mail Address _sseidel@trophyclub.org ___________________________________ Signature _________________________________ Title _Assistant Town Manager __ Town Council Page 176 of 355 Meeting Date: Monday, May 5, 2014 In accordance with Pool procedures, an Authorized Representative shall promptly notify the Pool in writing of any changes in who is serving as Authorized Representatives. Section 5. In addition to the foregoing Authorized Representatives, each Investment Officer of the Pool appointed by the Board from time to time is hereby designated as an investment officer of the Government Entity and, as such, shall have responsibility for investing the share of Pool assets representing funds of the Government Entity. PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, THIS 5th DAY OF MAY, 2014. ________________________________ Connie White, Mayor Town of Trophy Club, Texas ATTEST: __________________________________ Tammy Ard, Town Secretary Town of Trophy Club, Texas APPROVED AS TO FORM: ____________________________________ Patricia A. Adams, Town Attorney Town of Trophy Club, Texas Town Council Page 177 of 355 Meeting Date: Monday, May 5, 2014 Exhibit A Lone Star Investment Pool Enrollment Book Town Council Page 178 of 355 Meeting Date: Monday, May 5, 2014 Information Statement and Enrollment Book Distributed by First Public, LLC Town Council Page 179 of 355 Meeting Date: Monday, May 5, 2014 The Lone Star Information Statement should be read carefully before investing. Investors should consider the investment objectives, risks, charges, and expenses associated with this or any security prior to investing. Investment in Lone Star Investment Pool is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency; although Lone Star seeks to preserve the value of the investment at a fixed share price, it is possible to lose money by investing in Lone Star. For further information or for an Information Statement contact First Public at (800) 558-8875. Town Council Page 180 of 355 Meeting Date: Monday, May 5, 2014 1 Table of Contents Information Statement Objective _________________________________________________ 3 Investment Strategy and Guidelines _____________________________ 3 Organization _______________________________________________ 9 Participation ______________________________________________ 13 Valuation and Return _______________________________________ 16 Enrollment Book Enrollment Book Instructions ________________________________ 19 Form I, Lone Star Investment Pool Resolution ___________________ 20 Form II, Investment Agreement _______________________________ 22 Form III, Lone Star Application _______________________________ 30 Form IV, Vendor Payment Authorization _______________________ 31 Form V, First Public New Account Application __________________ 32 This Information Statement is designed to set forth concisely the information you should know about the Lone Star Investment Pool (the Pool) before you invest. It should be retained for future reference. A Statement of Investment Policy, summarized under the Investment Strategy and Guidelines, contains additional information about the management and operation of the Pool and is incorporated by reference into this Information Statement. All enrollment material is included beginning on page 19. For assistance, call 800-758-3927. No person or entity has been authorized to give any information or to make any representations other than those contained in this Information Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the Pool, its Sponsor, the Board, the Advisory Board, the Administrator, the Distributor, the Investment Managers, the Custodian, the Investment Consultant, or any agent of the foregoing. July 2012 Town Council Page 181 of 355 Meeting Date: Monday, May 5, 2014 2 Town Council Page 182 of 355 Meeting Date: Monday, May 5, 2014 3 The Lone Star Investment Pool (hereafter referred to as the Pool) is a public funds investment pool created pursuant to the Interlocal Cooperation Act, Texas Government Code, Chapter 791, and the Public Funds Investment Act, Texas Government Code, Chapter 2256 (the Investment Act). The objective of the Pool is to maintain the safety of principal, while providing participating government entities (Participants) with the highest possible rate of return for invested funds. Participants in the Pool own pro rata interests in the underlying assets of the fund in which they participate. A Participant’s sole source of payment from its investment in the Pool is the market value of such assets; although the Pool seeks to preserve the value of a Participant’s investment, it is possible to lose money by investing in the Pool. Safety of Principal—The Pool will only invest in those investments authorized under the Investment Act. Certain funds within the Pool contain further restrictions on eligible investments. These restrictions are stated in the Investment Strategy and Guidelines section. Each fund within the Pool will be marked-to-market daily to maintain an accurate net asset value. Pool investments will be diversified among a number of individual issues of securities maturing at different times. Maximum Total Return—With larger amounts of money to invest, the Pool can purchase securities in large denominations, thereby improving yields and reducing transaction costs. Larger investment pools also permit the selection of securities maturing at various times, which can enhance the average yield of the Pool. These strategies, together with the investment advice of professional portfolio managers (see Organization), are designed to maximize the total return earned by each fund within the Pool. The Government Overnight Fund is designed for funds that may be Government Overnight Fund required for immediate expenditure. The objective of the Government Overnight Fund is to provide participating government entities with safety of principal, daily liquidity, and the highest possible rate of return. The Government Overnight Fund seeks to offer daily liquidity and maintain a net asset value of one dollar. The net asset value of the Government Overnight Fund is determined daily to ensure that the market value of the Government Overnight Fund’s assets is maintained at one dollar. The dollar-weighted average maturity of the Government Overnight Fund is 60 days or fewer. The maximum effective maturity of each security acquired by the Government Overnight Fund is 13 months from date of purchase. Because of their short maturities, high quality, and minimal price fluctuations, securities in which the Government Investment Strategy and Guidelines Objective Town Council Page 183 of 355 Meeting Date: Monday, May 5, 2014 4 Overnight Fund invests are generally considered to be marketable and very liquid. Though the Government Overnight Fund may hold investments until they mature, it may periodically trade securities to take advantage of perceived disparities between markets for various categories of investments in an effort to increase returns. The Government Overnight Fund may not invest more than one-third of the value of its assets (determined as of the date of investment) in the securities of any single issuer, except for direct obligations of the U.S. Government. Though the Pool has the authority to invest in all securities authorized under the Investment Act, it is the Board’s policy that only the following of such authorized investments will be eligible Government Overnight Fund investments:  Obligations of the United States or its agencies and instrumentalities.  Other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the United States or its agencies and instrumentalities.  Fully collateralized repurchase agreements that meet the following criteria: (1) have a defined termination date; (2) are secured by obligations of the United States or its agencies and instrumentalities; (3) require the securities being purchased by the Government Overnight Fund to be pledged to the Government Overnight Fund, held in the Government Overnight Fund’s name, and deposited at the time the investment is made with the Government Overnight Fund or with a third party selected and approved by the Government Overnight Fund; and (4) are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. The market value of repurchase agreement collateral is required to initially be 102 percent of the principal amount of such repurchase agreement. Thereafter, the market value of such collateral will be determined (marked-to- market) daily and reset to 102 percent of the principal amount if the market value of the collateral falls below 100 percent.  The Government Overnight Fund may lend up to 25 percent of its securities pursuant to a reverse repurchase agreement authorized under the Investment Act. Any funds obtained pursuant to a reverse repurchase agreement must be invested in authorized Government Overnight Fund investments and match the term of the reverse repurchase agreement. The term of any reverse repurchase agreement may not exceed 90 days.  No-load money market mutual funds regulated by the Securities and Exchange Commission (SEC) that invest exclusively in authorized Government Overnight Fund investments, provided the Government Overnight Fund shall not invest its funds in any one money market mutual fund in an amount that exceeds (i) 25 percent of the Government Overnight Fund’s total assets or (ii) 10 percent of the total assets of such money market mutual fund. Town Council Page 184 of 355 Meeting Date: Monday, May 5, 2014 5 The Corporate Overnight Fund is designed for funds that may be Corporate Overnight Fund required for immediate expenditure. The objective of the Corporate Overnight Fund is to provide participating government entities with safety of principal, daily liquidity, and the highest possible rate of return. The Corporate Overnight Fund seeks to offer daily liquidity and maintain a net asset value of one dollar. The net asset value of the Corporate Overnight Fund is determined daily to ensure that the market value of the Fund’s assets is maintained at one dollar. The dollar-weighted average maturity of the Corporate Overnight Fund is 60 days or fewer. The maximum effective maturity of each security acquired by the Corporate Overnight Fund is 13 months from date of purchase. Because of their short maturities, high quality, and minimal price fluctuations, securities in which the Corporate Overnight Fund invests are generally considered to be marketable and very liquid. Though the Corporate Overnight Fund may hold investments until they mature, it may periodically trade securities to take advantage of perceived disparities between markets for various categories of investments in an effort to increase returns. The Corporate Overnight Fund has the authority to invest in all securities authorized under the Investment Act. However, it is the Board’s policy to also have the following restrictions:  Except for money market mutual funds regulated by the SEC, the Corporate Overnight Fund shall not invest its assets in the securities of any one nongovernmental issuer in an amount that exceeds 5 percent of the Corporate Overnight Fund’s total assets at cost.  Fully collateralized repurchase agreements that meet the following criteria: (1) have a defined termination date; (2) are secured by obligations of the United States or its agencies and instrumentalities; (3) require the securities being purchased by the Corporate Overnight Fund to be pledged to the Corporate Overnight Fund, held in the Corporate Overnight Fund’s name, and deposited at the time the investment is made with the Corporate Overnight Fund or with a third party selected and approved by the Corporate Overnight Fund; and (4) are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. The market value of repurchase agreement collateral is required to initially be 102 percent of the principal amount of such repurchase agreement. Thereafter, the market value of such collateral will be determined (marked-to-market) daily and reset to 102 percent of the principal amount if it falls below 100 percent.  If an A-1 or P-1 investment is placed on the watch list with negative implications by Standard & Poor’s or Moody’s Investor Services, the Investment Advisor must notify the Investment Consultant and Administrator that same day and if a ready market exists for that security, sell the investment within one week. Town Council Page 185 of 355 Meeting Date: Monday, May 5, 2014 6  The Corporate Overnight Fund shall not invest its funds in any one money market mutual fund in an amount that exceeds (i) 25 percent of the Corporate Overnight Fund’s total assets or (ii) 10 percent of the total assets of such money market mutual fund. The Corporate Overnight Plus Fund is designed with similar investment Corporate Overnight Plus Fund objectives as that of the Corporate Overnight Fund and Government Overnight Fund: safety of principal, daily liquidity, and the highest possible rate of return. The Corporate Overnight Plus Fund typically holds authorized investments with longer maturities than those of the Corporate Overnight Fund and Government Overnight Fund. The Corporate Overnight Plus Fund seeks to maintain a net asset value of 50 cents. The net asset value of the Corporate Overnight Plus Fund will be determined daily to ensure that the market value of the Corporate Overnight Plus Fund’s assets is maintained at 50 cents. The dollar- weighted average maturity of the Corporate Overnight Plus Fund is 120 days or fewer. The maximum effective maturity of each security acquired by the Corporate Overnight Plus Fund is two years from date of purchase unless otherwise restricted by the Investment Act. Because of their short maturities, high quality, and minimal price fluctuations, securities in which the Corporate Overnight Plus Fund invests are generally considered to be marketable and very liquid. Though the Corporate Overnight Plus Fund may hold investments until they mature, it may periodically trade securities to take advantage of perceived disparities between markets for various categories of investments in an effort to increase returns. The Corporate Overnight Plus Fund has the authority to invest in all securities authorized under the Investment Act. However, it is the Board’s policy to also have the following restrictions:  Except for money market mutual funds regulated by the SEC, the Corporate Overnight Plus Fund shall not invest its assets in the securities of any one nongovernmental issuer in an amount that exceeds 5 percent of the Corporate Overnight Plus Fund’s total assets at cost.  Fully collateralized repurchase agreements that meet the following criteria: (1) have a defined termination date; (2) are secured by obligations of the United States or its agencies and instrumentalities; (3) require the securities being purchased by the Corporate Overnight Plus Fund to be pledged to the Corporate Overnight Plus Fund, held in the Corporate Overnight Plus Fund’s name, and deposited at the time the investment is made with the Corporate Overnight Plus Fund or with a third party selected and approved by the Corporate Overnight Plus Fund; and (4) are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. The market value of repurchase agreement collateral is required to initially be 102 percent of the principal amount of such repurchase agreement. Thereafter, the market value of such collateral will be determined (marked-to- Town Council Page 186 of 355 Meeting Date: Monday, May 5, 2014 7 market) daily and reset to 102 percent of the principal amount if it falls below 100 percent.  If an A-1 or P-1 investment is placed on the watch list with negative implications by Standard & Poor’s or Moody’s Investor Services, the Investment Advisor must notify the Investment Consultant and Administrator that same day and if a ready market exists for that security, sell the investment within one week.  The Corporate Overnight Plus Fund shall not invest its funds in any one money market mutual fund in an amount that exceeds (i) 25 percent of the Corporate Overnight Plus Fund’s total assets or (ii) 10 percent of the total assets of such money market mutual fund. Participants should be aware of certain investment risks applicable to all Determining Whether fixed-income securities, including obligations of the U.S. Government. Your Investment Goals Are Such risks include credit risk, market risk, liquidity risk, and counter-party Consistent with the Pool risk. Credit risk. Credit risk is the possibility that the issuer of a bond or other security will fail to make timely payments of interest and principal. The credit risk associated with each fund within the Pool, therefore, depends on the credit quality of the underlying debt instruments held by that fund. In the event of a payment default on a debt instrument held in a fund, the investment return on the fund within the Pool that owns the investment in default will be adversely affected and, in some cases, the fund could experience a loss of principal (i.e., a reduction in the asset value below par value). The pool attempts to manage this risk by purchasing securities issued by the U.S. Government, its agencies, and instrumentalities; fully collateralized repurchase agreements; highly rated no-load money market mutual funds regulated by the SEC; certificates of deposit; and commercial paper that is rated not less than A-1 or P-1 or an equivalent rating by an nationally recognized statistical rating organization. Market Risk. Market risk (or interest rate risk) is the potential for a decline in the market value of a debt instrument due to rising interest rates. For example, a bond or other security issued or backed by the U.S. Government is guaranteed only with regard to the timely payment of interest and principal; its market price is not guaranteed. Just like bonds issued by government entities and corporations, U.S. Government securities will fluctuate in market value as prevailing market interest rates change. In general, the market value of a bond varies inversely with interest rates: If interest rates rise, market prices generally fall; if interest rates fall, market prices generally rise. In addition, for a given change in interest rates, longer-maturity bonds fluctuate more in price (gaining or losing more in market value) than shorter-maturity bonds. To compensate investors for this risk, longer-maturity bonds generally offer higher yields than shorter-maturity bonds (all other factors, including credit quality, being equal). Town Council Page 187 of 355 Meeting Date: Monday, May 5, 2014 8 Liquidity Risk. Liquidity risk is the potential for there not to be a ready market for the securities in which the Pool invests. Lack of ready markets could prevent the Pool from selling securities to provide cash to meet liquidity needs, including amounts required for timely payment of withdrawals requested by participants. Counterparty risk. Counterparty risk is the risk that a counterparty in a repurchase agreement could fail to honor the terms of its agreement. See also, Credit Risk (above). Government Overnight Fund—With a dollar-weighted average maturity of 60 days or fewer, the NAV of investments held in the Government Overnight Fund and the NAV of each Participant’s pro rata share in the Government Overnight Fund are expected to maintain a stable NAV of $1.00 per share; however, there is no guarantee that it will be able to do so. The Government Overnight Fund is not registered under the Investment Company Act of 1940 or regulated by the SEC. Corporate Overnight Fund—With a dollar-weighted average maturity of 60 days or fewer, the net asset value (NAV) of investments held in the Corporate Overnight Fund and the NAV of each Participant’s pro rata share in the Corporate Overnight Fund are expected to maintain a stable NAV of $1.00 per share; however, there is no guarantee that it will be able to do so. The Corporate Overnight Fund is not registered under the Investment Company Act of 1940 or regulated by the SEC. Corporate Overnight Plus Fund—With a dollar-weighted average maturity of 120 days or fewer, the NAV of investments held in the Corporate Overnight Plus Fund and the NAV of each Participant’s pro rata share in the Corporate Overnight Plus Fund are expected to maintain a stable NAV of $0.50 per share; however, there is no guarantee that it will be able to do so. The Corporate Overnight Plus Fund is not registered under the Investment Company Act of 1940 or regulated by the SEC. Town Council Page 188 of 355 Meeting Date: Monday, May 5, 2014 9 By entering into the Investment Agreement (see Enrollment Book), Pool Structure Participants designate the Pool as an agency and instrumentality and its Board of Trustees (the Board) as the governing body of the Pool. The Pool holds legal title to all money, investments, and other assets and, through the Board, has the authority to employ personnel, engage in other administrative activities, and provide other administrative services necessary to accomplish the Pool’s objectives. Pursuant to the Investment Agreement, the business and affairs of the Board and Bylaws Pool are required to be managed by the Board, and the Board is authorized and directed to adopt and maintain bylaws (the Bylaws) to provide for the governance and administration of the Pool to the extent not otherwise provided in the Investment Agreement; provided, however, that no provision of such Bylaws may be adopted if such provision would adversely affect the legal status of the Pool including the Pool’s status as a public funds investment pool pursuant to the Investment Act. The Bylaws set forth procedures governing the selection of and action taken by members of the Board, subject to the requirement in the Investment Agreement that all voting members of the Board be either employees or elected officials of a Participant. The Bylaws provide for an 11-member Board consisting of individuals representing school districts that have adopted the Investment Agreement, including school board members, school administrators, and school business officials. Any Board member who ceases to be an employee or elected official of a Participant or who represents an entity that ceases to be a Participant is required to vacate his or her position. Any vacancy on the Board, whether for a full or partial term, shall be filled by the Board within 120 days of when the position becomes vacant. Board members are appointed for staggered, three-year terms after their initial appointment. Board members serve without compensation but are entitled to reimbursement of reasonable out-of- pocket expenses incurred in the performance of Board duties. The Board holds an annual meeting for the purpose of electing officers for the ensuing year and transacting other business. Officers elected at the annual meeting include the chair and vice-chair, who are required to be Board members, and a secretary and one or more investment officers, who may or may not be Board members. The Board may hold other meetings as deemed appropriate and necessary for transacting business. A majority of the members of the Board constitutes a quorum, and when a quorum is present, concurrence of a majority of those present and voting at any Board meeting is necessary for any official action to be taken, except that a majority of the Board’s full membership is required to amend any provision of the Investment Agreement. For purposes of determining whether a quorum is present, vacant Board positions are not counted as part of the full membership of the Board until filled. Valid Board business may be conducted by meeting, telephone, a combination of the two, or by mail ballot. Organization Town Council Page 189 of 355 Meeting Date: Monday, May 5, 2014 10 Pursuant to Section 2256.016(g) of the Investment Act, the Pool has Advisory Board established an Advisory Board composed of Participants and other knowledgeable individuals representing public schools, public junior colleges, cities, counties, and other local governments. The purpose of the Advisory Board shall be to gather and exchange information from Participants and non-Participants relating to Pool operation. Members of the Advisory Board shall be appointed by the president of the Texas Association of School Boards (TASB). Members shall serve without compensation but shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in the performance of Advisory Board duties. The Board has entered into an agreement with First Public, LLC Administrator/Distributor (First Public), a Texas limited liability company and a member of the Financial Industry Regulatory Authority, Securities Investor Protection Corporation, and Municipal Securities Rulemaking Board, pursuant to which First Public serves as administrator of the Pool’s operations (the Administrator). The Administrator is responsible for servicing Participants’ accounts on a daily basis; negotiating contracts with investment advisors and consultants, custodian banks, lawyers, accountants, and other service providers; and performing related administrative services. The Administrator employs a supporting staff of management and administrative personnel and provides office space and equipment needed to perform its duties. First Public is also the distributor (the Distributor) of the Pool. In this role, First Public markets the Pool to potential investors and is responsible for preparing and updating this Information Statement and maintaining its consistency with the Statement of Investment Policy. Pursuant to the terms of its agreement with the Board, the Administrator is at all times subject to the direction and oversight of the Board and the Investment Officers. American Beacon Advisors, Fort Worth, Texas, and BNY Mellon Cash Investment Managers Investment Strategies, Pittsburgh, Pennsylvania, provide investment management services to the Pool regarding the investment and reinvestment of the Pool’s assets. American Beacon Advisors (Investment Manager) manages over $47 billion of assets for hundreds of corporate, public fund, and individual clients. American Beacon Advisors offers a wide range of liquidity- oriented, fixed-income strategies designed to meet specific risk parameters, return targets, liquidity needs, and investment guidelines. BNY Mellon Cash Investment Strategies (Investment Manager), a division of The Dreyfus Corporation, manages over $472 billion in money market funds and for 212 clients in separately managed accounts, including financial institutions, hedge funds, corporate and public pension funds, high net worth individuals, trusts, 401(k) plans, endowments, foundations, banks, insurance and healthcare companies. Town Council Page 190 of 355 Meeting Date: Monday, May 5, 2014 11 Bank of New York Mellon (the Custodian) serves as custodian bank for Custodian the Pool. The Custodian is responsible for holding in a separate account all investment securities and money for the Pool. Subject to the terms and conditions of the Statement of Investment Policy, the Custodian may register or transfer assets of the Pool into the name of the Custodian or the name of one or more nominees, provided that the books and records of the Custodian at all times show that such assets are part of the Pool. Andrews Kurth LLP, a full-service law firm with offices in Houston Legal Counsel and Austin, provides advice to the Pool on a range of legal issues. The firm also works on other financing transactions for First Public and is experienced in a variety of public law, securities, and tax matters. Maxwell Locke & Ritter, LLP, a full-service accounting firm, performs Independent Auditor an annual audit of the Pool’s financial statements. Maxwell Locke & Ritter’s office is located at 401 Congress Ave., Suite 1100, Austin, Texas 78701. Standard & Poor’s, a division of the McGraw-Hill Companies Rating Agency (NYSE:MHP), is the world’s foremost provider of independent credit ratings, indices, risk evaluation, investment research, data, and valuations. With 23,000 employees located in 40 countries, Standard & Poor’s is an essential part of the world’s financial infrastructure and has played a leading role for more than 150 years in providing investors with the independent benchmarks they need to feel more confident about their investment and financial decisions. CAPTRUST Financial Advisors (the Investment Consultant) is a Investment Consultant company that provides independent and objective financial advice and fiduciary support. The Investment Consultant monitors the Pool’s operations and performance, reports its findings to the Administrator and the Board, and recommends changes to the Pool’s operations and policies as it deems necessary to comply with the Pool’s stated objective. CAPTRUST is registered with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and the Securities Investor Protection Corporation. The creation of the Pool was sponsored by the Texas Association of Pool Sponsor School Boards (TASB). TASB, a voluntary nonprofit, statewide organization established to serve the local school districts in Texas and headquartered in Austin, is a service organization supported through member dues. TASB membership is composed of more than 1,000 Texas public school districts and county school boards and more than 200 junior colleges, appraisal boards, cooperatives, and education service centers throughout the state. TASB is governed by its members through Town Council Page 191 of 355 Meeting Date: Monday, May 5, 2014 12 the annual Delegate Assembly, which is TASB’s general policymaking body. Policies and decisions promulgated by this group are translated into action programs (such as the Program) by the TASB Board of Directors, a 42-member body made up of school board members representing every geographic area of Texas. Annual fees based on a fixed percentage of the daily Pool assets are paid Operating Expenses to the Administrator, Custodian, Investment Managers, and Consultants to the Pool. Other operating expenses payable out of the Pool’s assets include, but are not limited to, sponsorship and endorsement fees, accounting fees, legal fees, and other out-of-pocket expenses. Annual fees are accrued daily and paid monthly out of the Pool’s assets and are not expected to exceed 0.06 percent per year based on daily assets for the Government Overnight Fund, Corporate Overnight Fund and the Corporate Overnight Plus Fund. Neither the Board, the Advisory Board, the Sponsor, the Investment Other Officers, the Administrator, nor any organization approved by the Board as an endorser of the Pool nor any officers, trustees, employees, or board members of any of the foregoing shall be held liable for any action or failure to act on behalf of the Pool or the Participants unless caused by willful misconduct. The Pool shall indemnify and hold harmless (either directly or through insurance) any such person, to the extent permitted by law, for any and all litigation, claims, or other proceedings, including (but not limited to) reasonable attorney fees, costs, judgments, and settlement payments and penalties arising out of the management and operation of the Pool, unless such litigation, claim, or other proceeding resulted from the willful misconduct of such person. Any amendment to the Interlocal Investment Agreement, Statement of Investment Policy, or this Information Statement that may have a material effect on Participants’ investments may not take effect unless notice thereof is sent to the Participants at least 60 days prior to the effective date. Copies of the Interlocal Investment Agreement, Statement of Investment Policy, and the Bylaws can be obtained from First Public, 12007 Research Blvd., Austin, Texas 78759. Town Council Page 192 of 355 Meeting Date: Monday, May 5, 2014 13 Only Government Entities of the State of Texas, including both Local Eligibility Governments and Agencies may become Participants in the Pool. The term Local Government refers to any school district; county; municipality; special district; junior college district; any other legally constituted political subdivision, authority, public corporation, body politic, or instrumentality of the state; a combination of two or more of those entities (e.g., a combination by means of an interlocal agreement); or any other entity that may be included in the definition of Local Government contained in the Interlocal Cooperation Act or the Investment Act, as the same may be amended or restated from time to time. The term Agency includes the following: (1) a department, board, bureau, commission, court, office, authority, council, or institution; (2) a university, college, or any service or part of a state institution of higher education; and (3) any statewide job or employment training program for disadvantaged youth that is substantially financed by federal funds and that has been created by executive order no later than December 30, 1986. To become a Participant in the Pool, a Government Entity’s governing body (e.g., board of trustees, city council, etc.) must adopt a resolution authorizing the Government Entity to become a Participant and approving an Investment Agreement to which all Participants are parties. In addition, the resolution accomplishes the following:  Establishes the Pool as an agency and instrumentality.  Designates the Board as the governing body of the Pool.  Approves the investment policies of the Pool (as amended from time to time by the Board) and directs that any conflicting local investment policies shall not apply to Pool investments.  Designates Authorized Representatives and Investment Officers. Following adoption of the Resolution, the Government Entity must complete and forward to the Administrator: the Lone Star Application, a certified copy of the Resolution, an executed counterpart of the Investment Agreement, and First Public Account Application. All of these documents are included in this Information Statement and Enrollment Book. A Government Entity may become a Participant and open an account with the Pool without being obligated to deposit any money to such account or otherwise actively participate in the Pool. There is no cost for setting up an account in the Pool. Deposits are required to be made by either Automated Clearing House Deposits (ACH) electronic funds transfer or wire transfer through the Federal Reserve Bank System (Wire Transfer). Deposits will be accepted by the Pool on any business day (each such day, a Deposit Day). For a Participation Town Council Page 193 of 355 Meeting Date: Monday, May 5, 2014 14 Participant’s deposit to the Pool to be credited to its account on a particular Deposit Day, the Participant is required to provide the Administrator with the name of the government entity, identifying access code, Pool account number, verification of the bank’s name and the account number from which funds are being transferred, and the amount to be deposited:  In the case of an ACH deposit, the Participant must notify the Administrator by 4 p.m. CST at least one business day prior to the Deposit Day.  In the case of a Wire Transfer deposit, the Participant must notify the Administrator by 3 p.m. CST on the Deposit Day. In addition to contacting the Administrator and furnishing the information described above, the Participant must instruct its local bank to wire funds to the Custodian. Under no circumstances will a same-day wire transfer deposit be accepted after the Pool has calculated its Daily NAV per share. Withdrawals For a withdrawal from a Participant’s account to occur on a particular Withdrawal Day (Withdrawal Day being any business day), the Participant is required to provide the Administrator with the name of the government entity, identifying access code, Pool account number, verification of the bank name and account number, and the amount to be withdrawn. The amount requested to be withdrawn cannot exceed the net asset value of the Participant’s account on the date such notice is given. In addition, the amount withdrawn can never exceed the net asset value of a Participant’s account on the actual Withdrawal Day. See Valuation and Return beginning on page 15. A Participant may terminate its withdrawal request, in whole or in part, by notifying the Administrator by 4 p.m. CST at least one business day prior to the Withdrawal Day. A withdrawal may be delayed in whole or in part beyond the scheduled Withdrawal Day in the event that a general suspension of trading in securities shall have occurred on the New York Stock Exchange or other major securities market, a general banking moratorium shall have been declared by banking authorities of the United States or the State of Texas, or some other national or state emergency exists that adversely affects the Pool’s liquidity. Alternatively, a withdrawal may be honored in whole or in part by distributing Pool securities that have a current market value equal in amount to a related withdrawal request. Withdrawals will be permitted each Withdrawal Day.  In the case of an ACH withdrawal, the Participant must notify the Administrator by 4 p.m. CST at least one business day prior to the Withdrawal Day.  In the case of a same-day Wire Transfer withdrawal, the Participant must submit a withdrawal request to the Administrator by 3 p.m. CST on the Withdrawal Day. Under no circumstances will a same- Town Council Page 194 of 355 Meeting Date: Monday, May 5, 2014 15 day wire transfer deposit be accepted after the Pool has calculated its Daily NAV per share. The minimum amount required for any initial deposit and/or balance in Minimum any Pool account is $50,000. There is no minimum on subsequent Transaction Amounts deposits or withdrawals. The Pool may, at its option, transfer the balance in any account, if less than $50,000, to the Participant. First Public has an interactive Web Site, www.firstpublic.com, which Internet allows Participants to make deposits to and withdrawals from the Lone Star Investment Pool; view and print account balances and the latest yields; and print transaction confirmations and month-end reports. Transactions can be set up in advance as long as they are transmitted and received by Lone Star no later than 4 p.m. CST on the business day prior to the requested payment date. Same-day wire transfers are permitted as long as they are transmitted and received by Lone Star no later than 3 p.m. CST. Each system permits Participants to pay vendors directly from their account. This allows Participants to earn interest on their funds until the payment due date. It also reduces the number of checks the Participant processes each month, allowing district personnel to allocate their time to other tasks. To pay vendors, Participants select whom to pay from a predetermined list and enter the amount of payment and due date. Participants accrue income on their account balances daily. All income Pool Income received is automatically credited to the Participant’s account at the end of each month. Participants receive a transaction confirmation after each deposit and Reports to the withdrawal. Each Participant also receives a monthly and quarterly Participants account statement showing current balances and all activity since the prior report. The Pool issues annual audited financial statements; Participants may obtain a copy upon request. A Participant’s account will be directly and automatically charged for Participant Fees and the cost of any special services rendered by the Administrator. A Expenses Participant’s account also will be charged with all actual costs and expenses associated with extraordinary events affecting the account, including (but not limited to) losses of investment income to the Pool associated with ACH returns or failure to transmit a Wire Transfer for deposit in a timely manner. Town Council Page 195 of 355 Meeting Date: Monday, May 5, 2014 16 . Each day the Government Overnight Fund determines the Gross Government Overnight Fund Distributable Investment Income (GDII) for that day. The GDII is determined by adjusting the Government Overnight Fund’s accrued interest for that day by the amortization of any premiums and/or the accretion of any discounts. The Government Overnight Fund’s daily yield is determined by dividing the GDII for that day by the total investable balance of the Government Overnight Fund for that day. The resulting yield is then used to determine the amount of investment income to distribute to each Participant’s account. Investment income accrued during the month is credited to each Participant’s account at the end of the month. All investments are stated at amortized cost, which in most cases approximates the market value of the securities due to the short-term nature of the investments. The NAV of each Participant’s pro rata share of the investments held in the Government Overnight Fund is expected to be maintained at one-dollar per share. The NAV of the Government Overnight Fund is determined daily (on days that the New York Stock Exchange is open for business) to ensure that the market value of the Government Overnight Fund’s assets is within one-half of 1 percent of the amortized cost. If the Government Overnight Fund’s amortized cost is above or below the market value by more than one-half of 1 percent, the Investment Officer will take such action as the Investment Officer deems appropriate to maintain a one-dollar net asset value. Gains and losses generated by the sale of a security held by the Government Overnight Fund are allocated to Participant accounts over a period not to exceed 30 days, based on the straight-line amortization method. The only source for payment to Participants in the Government Overnight Fund is the assets of the Government Overnight Fund. Each day the Corporate Overnight Fund determines the GDII for that Corporate Overnight Fund day. The GDII is determined by adjusting the Corporate Overnight Fund’s accrued interest for that day by the amortization of any premiums and/or the accretion of any discounts. The Corporate Overnight Fund’s daily yield is determined by dividing the GDII for that day by the total investable balance of the Corporate Overnight Fund for that day. The resulting yield is then used to determine the amount of investment income to distribute to each Participant’s account. Investment income accrued during the month is credited to each Participant’s account at the end of the month. All investments are stated at amortized cost, which in most cases approximates the market value of the securities due to the short-term nature of the investments. The NAV of each Participant’s pro rata share of the investments held in the Corporate Overnight Fund is expected to be maintained at one-dollar per share. The NAV of the Corporate Valuation and Return Town Council Page 196 of 355 Meeting Date: Monday, May 5, 2014 17 Overnight Fund is determined daily (on days that the New York Stock Exchange is open for business) to ensure that the market value of the Corporate Overnight Fund’s assets is within one-half of 1 percent of the amortized cost. If the Corporate Overnight Fund’s amortized cost is above or below the market value by more than one-half of 1 percent, the Investment Officer will take such action as the Investment Officer deems appropriate to maintain a one-dollar net asset value. Gains and losses generated by the sale of a security held by the Corporate Overnight Fund are allocated to Participant accounts over a period not to exceed 30 days, based on the straight-line amortization method. The only source for payment to Participants in the Corporate Overnight Fund is the assets of the Corporate Overnight Fund. Each day the Corporate Overnight Plus Fund determines the GDII for Corporate Overnight Plus Fund that day. The GDII is determined by adjusting the Corporate Overnight Plus Fund’s accrued interest for that day by the amortization of any premiums and/or the accretion of any discounts. The Corporate Overnight Plus Fund’s daily yield is determined by dividing the GDII for that day by the total investable balance of the Corporate Overnight Plus Fund for that day. The resulting yield is then used to determine the amount of investment income to distribute to each Participant’s account. Investment income accrued during the month is credited to each Participant’s account at the end of the month. The NAV of each Participant’s pro rata share of the investments held in the Corporate Overnight Plus Fund is expected to be maintained at 50 cents per share. The NAV of the Corporate Overnight Plus Fund is determined daily (on days that the New York Stock Exchange is open for business) to ensure that the market value of the Corporate Overnight Plus Fund’s assets is within one-half of 1 percent of the amortized cost. If the Corporate Overnight Plus Fund’s amortized cost is above or below the market value by more than one-half of 1 percent, the Investment Officer will take such action as the Investment Officer deems appropriate to maintain a net asset value of 50 cents. Gains and losses generated by the sale of a security held by the Corporate Overnight Plus Fund are allocated to Participant accounts over a period not to exceed 30 days, based on the straight-line amortization method. The only source for payment to Participants in the Corporate Overnight Plus Fund is the assets of the Corporate Overnight Plus Fund. Return Information Government Overnight Corporate Overnight Corporate Overnight Plus Monthly Return* 0.14% 0.23% 0.25% 7-Day SEC Yield* 0.13% 0.23% 0.24% WAM One* 50Days 50 Days 57 Days WAM Two 106 Days 55 Days 70 Days Assets* $3,011,124,441 $901,847,664 $2,731,090,215 Inception Date April 1994 August 1995 May 1999 *As of July 31, 2012. Past performance is not indicative of future results. Town Council Page 197 of 355 Meeting Date: Monday, May 5, 2014 18 Lone Star Investment Pool Board Members Name, Board Position Affiliation, Position Term Expiration Robert Blount, Jr., Chair Northside ISD, school board official 2/2015 Greg Smith, Vice-Chair Clear Creek ISD, superintendent 2/2015 Keith Bryant Bullard ISD, superintendent 2/2014 Jerry Christian Irving ISD, school board official 2/2015 David Garcia Midland ISD, business official 2/2015 Carmen Gonzalez Edinburg CISD, school board official 2/2013 Tami Keeling Victoria ISD, school board official 2/2014 Kelly Penny Coppell ISD, chief financial officer 2/2014 Rick Reedy Frisco ISD, superintendent 2/2013 Georgan Reitmeier Klein ISD, school board official 2/2014 Mark Williams Austin ISD, school board official 2/2013 Lone Star Investment The current officers of the Pool, who serve at the discretion of the Board, Pool Board Officers are as follows: Name, Board Position Affiliation, Position Robert Blount, Jr., Chair Northside ISD, school board official Greg Smith, Vice-Chair Clear Creek ISD, superintendent James B. Crow, Secretary TASB, Inc., executive director Chris Szaniszlo, Investment Officer First Public, managing director William Mastrodicasa, Investment Officer First Public, chief compliance officer Lone Star Investment Pool Advisory Board Name, Board Position Affiliation Term Expiration R. Xavier Gonzalez, Chair Corpus Christi ISD 2/2014 David Betancourt, Vice-Chair Cameron County 2/2014 Vickie Benbow Red Oak ISD 2/2013 Donna Cline Clint ISD 2/2014 Phyllis Geans Port Arthur ISD 2/2013 Randy Staats Round Rock ISD 2/2013 Robert Wood City of West Lake Hills 2/2014 Town Council Page 198 of 355 Meeting Date: Monday, May 5, 2014 19 Enrollment Book Instructions Any Government Entity of the State of Texas (as defined in the How to Open a Lone Information Statement) may join the Pool as a Participant. A Star Investment Pool Government Entity that wants to open an account with the Pool and Account become a Participant must adopt the Lone Star Investment Pool Resolution, execute an Investment Agreement, complete the Lone Star Application, and complete the First Public Account Application, all of which are included in this Information Statement and Enrollment Book. Capitalized terms used in this Enrollment Book and not otherwise defined have the same meaning assigned to them in the Investment Agreement. Contact Customer Service at 800-558-8875, for assistance in completing the Enrollment Forms. The governing body of the Government Entity must adopt the Lone Star Pool Resolution Investment Pool Resolution (see Form I) authorizing it to become a and Investment Participant in the Pool and approving the Investment Agreement (see Agreement Form II). The Resolution also (1) establishes the Pool as an agency and instrumentality, (2) designates the Board as the governing body of the Pool, (3) approves the investment policies of the Pool (as amended from time to time by the Board) and directs that any conflicting local investment policies shall not apply to Pool investments, and (4) designates “Authorized Representatives” and Investment Officers. All blank spaces in the Resolution must be completed with the name of the Government Entity and the names, titles, and signatures of its Authorized Representatives. The Investment Agreement must be executed by having an Authorized Representative sign and date the last page of such agreement (entitled Additional Party Agreement). Sections A, B, and C of the Lone Star Investment Pool Application (see Application Form III) and sections A and B of the First Public New Account Application (Form V) must be completed (including execution by an Authorized Representative of the Government Entity as named in the Resolution). The application provides all applicable information about the applicant and its local depository bank. After the application is received by First Public, a user ID and password for each Authorized Representative will be sent to the Government Entity. Once the account is open, the Participant may make its initial deposit according to the instructions included in the Information Statement. To open additional accounts, photocopy and complete sections B and C of the application form. Deliver an executed original of the Resolution (Form I), Investment Agreement (Form II), Lone Star Application (Form III), and First Public Account Application (Form V) to the Administrator: First Public, 12007 Research Blvd., Austin, Texas 78759. Town Council Page 199 of 355 Meeting Date: Monday, May 5, 2014 20 Form I Lone Star Investment Pool Resolution RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF AN INVESTMENT AGREEMENT FOR PARTICIPATION IN THE LONE STAR INVESTMENT POOL, DESIGNATING THE POOL AS AN AGENCY AND INSTRUMENTALITY, APPROVING INVESTMENT POLICIES OF THE POOL, APPOINTING AUTHORIZED REPRESENTATIVES, AND DESIGNATING INVESTMENT OFFICERS WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the “Act”), permits any “local government” to contract with one or more other “local governments” and with agencies of the state to perform “governmental functions and services,” including investment of public funds through “public funds investment pools” (as such phrases are defined in the Act); WHEREAS, the Public Funds Investment Act, Texas Government Code Chapter 2256 (the “Investment Act”), also authorizes local governments, state agencies, and nonprofit corporations acting on behalf of such entities to invest public funds through investment pools; WHEREAS, the Act also permits the contracting parties to any agreement to create an administrative agency to supervise the performance of such agreement and to employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of such agreement; WHEREAS, _______________________________________ (the “Government Entity”) is a local government or an agency of the State of Texas within the meaning of the Act and/or the Investment Act and desires to enter into that certain Investment Agreement (the “Agreement”), a copy of which is presented with this Resolution and is incorporated herein by reference, and become a participant in a public funds investment pool created thereunder and known as the Lone Star Investment Pool (the “Pool”) sponsored by the Texas Association of School Boards (“TASB”); WHEREAS, the Government Entity desires to designate the Pool as its agency and instrumentality with authority, through the Pool’s Board of Trustees (the “Board”), to supervise performance of the Agreement, employ personnel and engage in other administrative activities, and provide other administrative services necessary to execute the terms of the Agreement; WHEREAS, each capitalized term used in this Resolution and not otherwise defined has the same meaning assigned to it in the Agreement; NOW, THEREFORE, BE IT RESOLVED: 1. The Agreement is hereby approved and adopted and, upon execution thereof by an Authorized Representative (defined below) and receipt of the Government Entity’s application to join the Pool by the Administrator, the Government Entity shall become a Participant in the Pool for the purpose of investing its available funds therein from time to time in accordance with its terms. 2. The Pool is hereby designated as an agency and instrumentality of the Government Entity, the Board is hereby designated as the governing body of the Pool, and the Pool, through the Board, shall have the authority to supervise performance of the Agreement, employ personnel, and engage in other administrative activities and provide other administrative services necessary to execute the terms of the Agreement. 3. The investment policies of the Pool, as set forth in the Statement of Investment Policy, as summarized in the Information Statement, and as may be amended from time to time by the Board, are hereby adopted as investment policies of the Government Entity with respect to money invested in the Pool, and any existing investment policies of the Government Entity in conflict therewith shall not apply to investments in the Pool. Town Council Page 200 of 355 Meeting Date: Monday, May 5, 2014 21 4. The following officers, officials, or employees of the Government Entity are hereby designated as “Authorized Representatives,” within the meaning of the Agreement, with full power and authority to execute the Agreement, an application to join the Pool, Vendor Payment Authorization forms, and any other documents required or appropriate to become a Participant; deposit money to and withdraw money from the Government Entity’s Pool account from time to time in accordance with the Agreement and the Information Statement; and take all other actions deemed necessary or appropriate for the investment of funds of the Government Entity: Printed Name __________________________________________________ E-mail Address ________________________________________________ Signature __________________________ Title ______________________ Printed Name __________________________________________________ E-mail Address ________________________________________________ Signature __________________________ Title ______________________ In accordance with Pool procedures, an Authorized Representative shall promptly notify the Pool in writing of any changes in who is serving as Authorized Representatives. 5. In addition to the foregoing Authorized Representatives, each Investment Officer of the Pool appointed by the Board from time to time is hereby designated as an investment officer of the Government Entity and, as such, shall have responsibility for investing the share of Pool assets representing funds of the Government Entity. PASSED AND APPROVED this________day of________________________, 20_______. ATTEST By: By: Printed Name and Title Printed Name and Title State of Texas, County of _________________________ Before me, ______________________, on this day personally appeared ____________________________, known to me (or (name of notary) (name of attested) proved to me on the oath of ______________________) or through ______________________ to be the person(s) whose (person providing oath) (identification item) name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this _____ day of __________________________, 20____. ______________________________________________ (Personalized Seal) Notary Public’s Signature Town Council Page 201 of 355 Meeting Date: Monday, May 5, 2014 22 Form II Investment Agreement THIS INVESTMENT AGREEMENT (together with any amendments and supplements, referred to as this “Agreement”) is made and entered into by and among each of those local governments initially executing this Agreement and any other local government that becomes a party hereto (collectively, the “Participants”). WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the “Act”), permits any “local government” to contract with one or more other “local governments” and with agencies of the state to perform “governmental functions and services,” including investing public funds through “public funds investment pools” (as such phrases are defined in the Act); WHEREAS, the Public Funds Investment Act, Texas Government Code, Chapter 2256 (the “Investment Act”), also authorizes local governments, state agencies, and nonprofit corporations acting on behalf of such entities to invest public funds through investment pools; WHEREAS, the Act permits the contracting parties to any agreement to create an administrative agency to supervise the performance of such agreement and to employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of such agreement; WHEREAS, each of the Participants is a local government under the Act and/or the Investment Act; WHEREAS, the Participants’ desire to establish and maintain a public funds investment pool as their agency and instrumentality pursuant to the Act for the purpose of pooling their local funds for joint investment in accordance with the Act and the terms hereof; WHEREAS, each of the Participants has duly taken all official action necessary and appropriate to become a party to this Agreement, including the adoption of a resolution; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Participants mutually agree as follows: ARTICLE I Definitions and Rules of Construction Section 1.01. Definitions. Except as otherwise provided in this Agreement, the capitalized terms used herein shall have the following meanings unless the context otherwise requires: Account—any account established by a Participant and representing an undivided beneficial interest of such Participant in a Fund established as a part of the Pool. Act—the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as may be amended from time to time. Additional Party Agreement—a document that, when attached to a copy of this Agreement and executed by an Authorized Representative of a Local Government, constitutes a valid and binding counterpart of this Agreement by which such Local Government becomes a Participant, substantially in the form attached hereto as an Appendix. Town Council Page 202 of 355 Meeting Date: Monday, May 5, 2014 23 Administrator—First Public, LLC, a Texas limited liability company, or any other person, firm, or organization approved by the Board and under contract with the Pool to provide administrative assistance in connection with the management and operation of the Pool. Advisor—the registered investment advisor or advisors selected by or at the direction of the Board to provide advice regarding investment of Pool assets pursuant to this Agreement and subject to applicable law. Agency—(1) a department, board, bureau, commission, court, office, authority, council, or instrument; (2) a university, college, or any service or part of a state institution of higher education; (3) any statewide job or employment training program for disadvantaged youth that is substantially financed by federal funds and that has been created by executive order no later than December 30, 1986; and (4) any nonprofit corporation acting on behalf of any of those entities. Authorized Investments—those investments that are authorized from time to time to be purchased, sold, and invested in under the Investment Act. Authorized Representative—an individual authorized to execute documents and take other necessary actions, pursuant to this Agreement, on behalf of a Local Government or other person, firm, or organization, as evidenced by a duly adopted resolution or bylaw of the governing body of such Local Government or other person, firm, or organization, a certified copy of which is on file with the Administrator. In the case of a Local Government that is a combination of political subdivisions under the Act, the Authorized Representatives of any administrative agency appointed by such combination of political subdivisions shall be deemed to be Authorized Representatives for such Local Government. Board—the governing body of the Pool, known as its Board of Trustees. Bylaws—the bylaws of the Pool, as the same may be amended from time to time, subject to the requirements of this Agreement. Custodian—the person selected by or at the direction of the Board to have custody of all money, investments, and other assets of the Pool pursuant to this Agreement and subject to applicable law. Endorser—any person, firm, or organization recognized by the Board as an endorser or sponsor of the Pool. Fund—the Government Overnight Fund, the Corporate Overnight Fund, or the Corporate Overnight Plus Fund or any additional Fund established by the Board as part of the Pool. Information Statement—the information statement or any other document distributed to Participants and potential Participants to provide them with a description of the management and operation of the Pool, as the same may be amended from time to time, subject to the requirements of this Agreement. Investment Act—the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as may be amended from time to time. Investment Consultant to the Pool—the person or firm selected by or at the direction of the Board to provide advice regarding (1) the selection of the Advisor and the Custodian, (2) the terms of the Statement of Investment Policy, and (3) the performance of the Pool. Investment Officer—one or more officers or employees of the Pool designated as investment officers by the Board of Trustees. Local Government—a school district; county; municipality; special district; junior college district; a district or authority created under section 52(b)(1) or (2), Article III, or Section 59, Article XVI, Texas Constitution; a Town Council Page 203 of 355 Meeting Date: Monday, May 5, 2014 24 fresh water supply district; a hospital district; any other legally constituted political subdivision, authority, public corporation, body politic, or instrument of the State; a combination of two or more of these entities (including a combination of political subdivisions by means of an interlocal agreement governed by the Act); any nonprofit corporation acting on behalf of these entities; or any other entity that may be included in the definition of “local government” in the Act. Participants—the Local Governments and Agencies that are the initial parties to this Agreement and the Local Governments and Agencies that subsequently become parties to this Agreement. Pool—the public funds investment pool created pursuant to this Agreement and known as the “Lone Star Investment Pool.” Sponsor—the Texas Association of School Boards, a Texas nonprofit association, acting by and through its duly appointed and acting agents and directors. State—the State of Texas. Statement of Investment Policy—the written Statement of Investment Policy adopted and approved by the Board governing investment and management of Pool assets, as the same may be amended from time to time, subject to the requirements of this Agreement. Section 1.02. General Rules of Construction. (a) Whenever in this Agreement the context requires (1) a reference to the singular number shall include the plural and vice versa and (2) a word denoting gender shall be construed to include the masculine, feminine, and neuter. (b) The titles given to any article or section of this Agreement are for convenience only and are not intended to modify the article or section. ARTICLE II Creation of Pool; Purpose and Objective Section 2.01. Creation of the Pool as an Agency. (a) The initial Participants hereby create and establish, and all subsequent Participants hereby agree to and accept the creation of, a public funds investment pool as their agency and instrumentality pursuant to the Act, known as the “Lone Star Investment Pool” (the “Pool”). (b) The Pool shall hold legal title to and manage all money, investments, and other assets transferred to or acquired by the Pool pursuant to the Act and this Agreement. (c) As an agency and instrumentality of the Participants, the Pool shall have the authority, through its Board, to employ personnel, engage in other administrative activities, and provide other administrative services necessary to accomplish the purpose of this Agreement. Section 2.02. Purpose and Objective. (a) The purpose of the Pool is to provide Local Governments with an investment vehicle for local funds. The general objective of the Pool shall be to provide Participants with the highest possible rate of return for such funds, while maintaining safety of principal. Various Funds established as part of the Pool provide Participants with varying rates of return and liquidity options. (b) To accomplish the Pool’s objective, each Participant agrees that the money transferred to a Fund will be commingled with money transferred to such Fund by other participants for the purpose of making authorized Town Council Page 204 of 355 Meeting Date: Monday, May 5, 2014 25 investments, subject to the terms of this Agreement and the requirements of the Statement of Investment Policy and applicable law, thereby taking advantage of investment opportunities and cost benefits available to larger investors. ARTICLE III Pool Administration Section 3.01. The Board and the Bylaws. (a) The business and affairs of the Pool shall be managed by the Board as governing body of the Pool. The Board is hereby authorized and directed to adopt and maintain Bylaws; to provide for the governance and administration of the Pool to the extent not otherwise provided by this Agreement; provided, however, that no provision of such Bylaws may be adopted if such provision would adversely affect the legal status of the Pool, including the Pool’s status as a public funds investment pool pursuant to the Investment Act. (b) The Bylaws shall set forth, among other things, the procedures governing the selection of and action taken by Board members, provided that each voting member of the Board shall be required to be an employee or elected official of a Participant. The Participants shall be subject to the terms of the Bylaws. Section 3.02. Powers and Duties of the Board. (a) Subject to applicable law and the terms of this Agreement, the Board shall have full and complete power to take all actions, do all things, and execute all instruments as it deems necessary or desirable to carry out, promote, or advance the investment objective, interests, and purposes of the Pool to the same extent as if the Board was the sole and absolute owner of the Pool. (b) The Board shall adopt and maintain a Statement of Investment Policy, consistent with the general objective of the Pool, which shall provide more detailed guidelines for investment and management of Pool assets. The Board shall, subject to the terms of this Agreement, have the authority to amend any term or provision of the Statement of Investment Policy, provided that notice is sent to each Participant at least 60 days prior to the effective date of any change that, in the Board’s opinion, will have a material effect on the Participant’s investment in the Pool. (c) The Board shall designate one or more Investment Officers for the Pool who shall be responsible for the investment of Pool assets, provided that no person who is an officer or employee of a regional planning commission, council of governments, or similar regional planning agency created pursuant to Chapter 391 of the Local Government Code of the State shall be eligible to serve as an Investment Officer. (d) The Board shall prepare, or direct the preparation of, an Information Statement that describes how the Pool will operate in accordance with the terms of this Agreement and the Statement of Investment Policy. Subject to the terms of this Agreement and the Statement of Investment Policy, the Information Statement may be amended or supplemented, provided that notice is sent to each Participant at least 60 days prior to the effective date of any change described in such amendment or supplement that, in the Board’s opinion, will have a material effect on the Participant’s investment in the Pool. (e) The Board shall, subject to the limitations established in the Statement of Investment Policy, have full and complete power and authority to appoint, or direct the appointment of, the following: a Custodian, one or more Advisors, an Investment Consultant, lawyers, accountants, and any other service providers deemed necessary or helpful in the operation of the Pool. (f) The Board shall have full and complete power to use, or direct the use of, Pool assets for the following purposes: (1) incur and pay any expenses that, in its opinion, are necessary or incidental to or proper for carrying out any of the purposes of this Agreement; (2) reimburse others for the payment thereof; (3) pay Town Council Page 205 of 355 Meeting Date: Monday, May 5, 2014 26 appropriate compensation or fees to persons with whom the Pool has contracted or transacted business, provided, however, the aggregate amount of the foregoing fees and expenses shall be subject to and governed by any restrictions thereon established by the Board; and (4) charge a Participant’s Account for any special fees or expenses related specifically to transactions in such Account. (g) The Board shall cause financial statements to be prepared and maintained for the Pool and for such statements to be audited annually by an independent certified public accounting firm. (h) By agreement, the Board may appoint the Administrator to perform administrative services for the Pool, provided that the Board shall continue to oversee the operation and management of the Pool and shall have the authority to direct the Administrator to take or not take specific action on behalf of the Pool. (i) The enumeration of any specific power or authority herein shall not be construed as limiting the general power and authority of the Board over the Pool. Section 3.03. Liability. (a) Neither the Board, the Sponsor, the Investment Officers, the Administrator, any Endorser, nor any officers, trustees, employees, or board members of any of the foregoing shall be held liable for any action or omission to act on behalf of the Pool or the Participants unless caused by willful misconduct. (b) The Pool shall indemnify and hold harmless (either directly or through insurance) any person referred to in subsection (a) of this Section, to the extent permitted by law, for any and all litigation, claims, or other proceedings, including but not limited to reasonable attorney fees, costs, judgments, settlement payments, and penalties arising out of the management and operation of the Pool, unless the litigation, claim, or other proceeding resulted from the willful misconduct of such person. ARTICLE IV Participation in the Pool Section 4.01. Investment Agreement. For a Local Government or Agency to become a Participant and transfer money into the Pool, each of the following conditions must be satisfied: (a) The Local Government or Agency must adopt a resolution (1) authorizing such entity to become a Participant and approving this Agreement, (2) establishing the Pool as an agency and instrumentality of the Participant, (3) designating the Board as the governing body of the Pool, (4) approving the investment policies of the Pool (as amended from time to time by the Board) and directing that any conflicting local investment policies shall not apply to Pool investments of the Participant, (5) designating Authorized Representatives of the Participant, and (6) designating the Investment Officers appointed from time to time by the Board as the Participant’s investment officers who shall be responsible for investing the share of Pool assets representing local funds of the Participant; and (b) The Local Government or Agency must become a party to this Agreement by executing an Additional Party Agreement and delivering the same to the Pool with a certified copy of the Resolution referred to in subsection (a) of this Section, an application in form and substance satisfactory to the Board, and such other information as may be required by the Board. Section 4.02. Participant Accounts. (a) While available local funds of Participants may be commingled for purposes of common investment and operational efficiency, one or more separate Accounts for each Participant in the Pool will be established and maintained by the Pool in accordance with the Participant’s application to join the Pool. Town Council Page 206 of 355 Meeting Date: Monday, May 5, 2014 27 (b) Each Participant shall own an undivided beneficial interest in a Fund’s assets, which shall consist of the proportional amount that each Account of such Participant bears to the total amount of all Participants’ Accounts in such Fund. (c) Unique identifying information shall be assigned to each Account. The Participant hereby agrees that such identifying information shall be required to implement any deposit to or withdrawal from the Participant’s Account. The confidentiality of such identifying information shall be maintained by the Pool. Section 4.03. Information Statement. (a) The Information Statement shall, among other things, describe in detail the procedures required to effect deposits to and withdrawals from the Pool. (b) Each Participant agrees to and accepts all of the provisions of the Information Statement, as in effect on the date it enters into this Agreement and as the same may be amended from time to time. Section 4.04. Reports. The Pool shall submit a written report at least once per month to each Participant. Such report will indicate the following: (1) the balance in each Account of a Participant as of the date of such report, (2) yield information, and (3) all Account activity since the previous report. ARTICLE V Pool Assets Section 5.01. Pool Investments. Pool assets shall be invested and reinvested by the Pool only in Authorized Investments in accordance with the Statement of Investment Policy. Each Fund established as a part of the Pool will comply with investment objectives and policies set forth in the Statement of Investment Policy. Section 5.02. Custody. All money, investments, and assets of the Pool shall be held in the possession of the Custodian. Section 5.03. Fund Valuation and Allocation to Participants. Total assets of each Fund, including investment earnings thereon, will be valued and allocated to Participants’ Accounts in such Fund on a pro rata allocation basis as further described in the Information Statement. ARTICLE VI Miscellaneous Section 6.01. Severability. (a) If any provision of this Agreement shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein or render the same invalid, inoperative, or unenforceable to any extent whatsoever. (b) Any participation in this Agreement or transfer of assets to the Pool that is not qualified for any reason shall not terminate this Agreement or the participation of other Participants or otherwise adversely affect the Pool. Section 6.02. Limitation of Rights. This Agreement does not create any right, title, or interest for any person other than the Participants and any person who has a contract to provide services to the Pool, and nothing in or to be implied from this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy, or claim under this Agreement. Town Council Page 207 of 355 Meeting Date: Monday, May 5, 2014 28 Section 6.03. Execution of Counterparts. This Agreement may be executed in several separate counterparts, including by Additional Party Agreement, each of which shall be an original and all of which shall constitute one and the same instrument. Section 6.04. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 6.05. Termination. (a) A Participant may terminate itself as a party to this Agreement, with or without cause, by providing written notice to the Pool at least 60 days prior to such termination. (b) Upon the vote of a majority of its full membership, the Board may order the termination of this Agreement by directing that all outstanding operating expenses of the Pool be paid and remaining assets of the Pool be distributed to Participants in accordance with their pro rata interests. Section 6.06. Term. This Agreement shall have an initial term beginning with the effective date set forth below and ending September 1, 1992, and shall be automatically renewed for one year on such date and each anniversary of such date, except with respect to any Local Government that may have terminated itself as a Participant or as otherwise directed by the Board. Section 6.07. Fiscal Year. The fiscal year for the Pool shall be set forth in the Bylaws. Section 6.08. Notices. Any notices or other information required or permitted to be given hereunder shall be sent (a) to the Pool as set forth in the Information Statement and (b) to a Participant as set forth in its application to become a Participant or as otherwise provided by written notice to the Administrator. Section 6.09. Entire Agreement: Amendments. This Agreement represents the entire agreement and understanding of the Participants. This Agreement may be amended with the approval of a majority of the full membership of the Board, provided that notice of any such amendment is sent to all Participants at least 60 days prior to the effective date thereof. IN WITNESS WHEREOF the initial parties hereto have caused this Agreement to be executed as of the dates set forth below, to become effective of the latest such date. Houston Independent School District Lewisville Independent School District By: /s/ Leonard Sturm 7/11/91 By: /s/ Tom J. Zimmerer 7/8/91 Deputy Superintendent of Finance Assistant Superintendent of Business Humble Independent School District San Antonio Independent School District By: /s/ Michael Novack 7/9/91 By: /s/ Victor Rodriguez 7/22/91 Business Manager Superintendent As last amended by the Lone Star Board of Trustees on July 2010. Town Council Page 208 of 355 Meeting Date: Monday, May 5, 2014 29 APPENDIX TO INVESTMENT AGREEMENT Additional Party Agreement The Government Entity of the State of Texas named below, acting by and through the undersigned Authorized Representative, hereby agrees to become a party to that certain Investment Agreement to which this page is attached, and thereby become a Participant in the Lone Star Investment Pool, subject to all of the terms and provisions of such Agreement. The undersigned hereby represents that it is a Government Entity within the meaning of the Information Statement relating to the Lone Star Investment Pool and thereby deemed to be included in the term “Local Government” as used in such Agreement. Executed this______________day of_______________________________, _____________. __________________________________________ Name of Government Entity By: __________________________________________ Signature of Authorized Representative __________________________________________ Printed Name and Title Town Council Page 209 of 355 Meeting Date: Monday, May 5, 2014 30 Form III Lone Star Application A. General Information Name of Applicant Mailing Address County City ZIP Contact Person Telephone Number Fax Number B. Account and Bank-Related Information 1. Account Information Authority is hereby given to First Public, LLC, as Pool Administrator, to open an account to be named (e.g., General Fund, Debt Service Fund, etc.): 2. Local Depository Information (For your protection, each Pool Account may access only one local depository account.) Please contact Customer Service if your local depository uses a Corresponding Bank.: Wiring Instructions Bank Name Bank Phone Number Bank Wire ABA Number (9 digits) Bank Account Number ACH Instructions (if different from above) Bank Name Bank ACH ABA Number (9 digits) Bank Account Number 4. Deposit/Withdrawal Information and Authorization Applicant hereby authorizes the Lone Star Investment Pool and its Administrator and Custodian to honor any Pool deposit or withdrawal request believed to be authentic. Money will be transferred only upon telephone, Web, written, or personal notice from an Authorized Representative of the Applicant. Upon such notification, debit or credit entries to the local depository account indicated above will be initiated, and the local depository named above is hereby authorized to further debit or credit the same to such account, as appropriate. Transfer shall be made by Automated Clearing House (ACH) Transfer unless otherwise directed by the Applicant. C. Application Signature It is hereby certified that the Applicant has received a copy of the Information Statement relating to the Lone Star Investment Pool and has read, understands, and agrees to be bound by the terms thereof and the documents described therein. The information, certifications, and authorizations set forth in this application form are true and correct and shall remain in full force and effect until First Public, LLC, or its successor, receives written notification of a change. Application is hereby made and executed this _________day of_________________________, 20_______. Name of Authorized Representative Signature of Authorized Representative Name of Authorized Representative Signature of Authorized Representative Photocopy this form for additional accounts. Town Council Page 210 of 355 Meeting Date: Monday, May 5, 2014 31 Form IV Vendor Payment Authorization All transactions are transmitted by ACH. Prior to submitting this form, please verify with your vendor’s bank that it can accept payment by ACH. A. Vendor Information Name of Vendor _________________________________________________________ Vendor Contact __________________________________________________________ Vendor’s Fax Number ____________________________________________________ Vendor’s Bank Name _____________________________________________________ Vendor’s Bank ABA Number (nine digits) ____________________________________ Vendor’s Bank Account Number ____________________________________________ B. Government Entity Authorization Authority is hereby given to First Public, LLC, as Lone Star Investment Pool Administrator, to transfer money from the Applicant’s Government Overnight Fund, Corporate Overnight Fund or Corporate Overnight Plus Fund account to the vendor listed in Section A, for further credit to the Applicant’s Vendor Account Number also listed in Section A. Applicant: _____________________________________________________________ Two signatures are required to set up a withdrawal to an account at a bank other than your depository bank. Name of Authorized Representative _________________________________________ Signature of Authorized Representative _______________________________________ Name of Authorized Representative _________________________________________ Signature of Authorized Representative _______________________________________ Photocopy this form for additional vendors. Town Council Page 211 of 355 Meeting Date: Monday, May 5, 2014 32 Form V First Public Account Application A. Primary Applicant Information Name of Applicant ____________________________________________________________________________________ Mailing Address___________________________________________ City _________ State ______ Zip _________ Physical Address __________________________________________ City _________ State ______ Zip ________ Representative(s) to Act on Behalf of the Applicant (Name and Title) ________________________________________________________________________________________________________________ Telephone Number ________________________________________ Fax Number ______________________________ Employer Tax ID Number (EIN) ________________________________________________________________________ Are you associated with a member of a stock exchange, a municipal securities dealer, or other securities broker or dealer? ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ If yes, please describe: ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ B. Investment Objective and Suitability Disclosures The investment objective for this account is focused on safety of principal and liquidity, and investments are restricted to those investment vehicles authorized under Chapter 2256 of the Public Funds Investment Act, Texas Government Code. Please describe any additional limitations or restrictions regarding this investment account. ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________ C. Signature In consideration of your accepting this account, we hereby acknowledge that we understand and agree to the terms set forth in the Customer Agreement (including the pre-dispute arbitration agreement found at the end of the Customer Agreement), a copy of which we have received, read, and understand. Printed Name of Investment Officer: ____________________________________________________________________ Signature of Investment Officer: ________________________________________________ Date ________________ (Please provide a copy of your Investment Policy.) Town Council Page 212 of 355 Meeting Date: Monday, May 5, 2014 33 Instructions Please sign the First Public New Account Application and return it to First Public at the following address, along with a copy of your Investment Policy. First Public 12007 Research Blvd. Austin, Texas 78759 Before mailing the application, please tear off and retain the attached First Public Customer Agreement so that you will have a copy for your records. To open a Lone Star Investment Pool account, you will need to carefully read the Lone Star Information Statement, adopt the Lone Star Investment Pool Resolution, execute an Investment Agreement, and complete the Lone Star Enrollment Application, all of which are included in the Information Statement and Enrollment Book. If you have questions about this application or opening a First Public account, contact First Public at 800-558-8875 or send an e-mail to customer.service@firstpublic.com. Town Council Page 213 of 355 Meeting Date: Monday, May 5, 2014 34 Customer Agreement In consideration of First Public, LLC, (hereinafter referred to as “you” and “First Public”) opening one or more securities accounts on behalf of the Applicant (hereinafter referred to as “we,” “us,” and “our”), we represent and agree as follows: Authorized Signatory and Associations: The signatory is the authorized representative of the Applicant and, except as otherwise disclosed to you, we are not associated with any national securities exchange or member firm of any exchange or FINRA, and we will promptly notify you if we become so associated. Appointments: We appoint First Public as our agent for the purpose of carrying out our directions with respect to the purchase and sale of securities. To carry out First Public’s duties, First Public is authorized to place and withdraw orders and take such other steps as are reasonable to carry out our directions. Membership: We understand that First Public is a member of the Securities Investor Protection Corporation. Authorization and Accuracy of Reports: (a) You are authorized to act on oral instructions concerning our account and you are not liable for acting on any false oral instructions if the instructions reasonably appeared to you to be genuine. We authorize you to electronically record any and all conversations between us. (b) We will notify you of any error in a confirmation of order within two days of when it is mailed to us. We will notify you of any error in a statement within 10 days of when it is mailed to us. If we do not give you written notification of an error in the time specified above, then we accept the confirmation or statement as correct and we will not later claim that the confirmation or statement is incorrect or that the transactions shown were unauthorized. We understand that all mail will be sent to the address shown on our Account Application and we will be responsible for receiving mail at that address, unless we give you written notice of a change in address. Choice of Law: This Agreement and all transactions made in or for our account shall be governed by the laws of the State of Texas. Liability: We understand that First Public may, in its sole discretion, prohibit or restrict trading of securities in any of our accounts. We agree that First Public shall not be liable for any action or failure to act on behalf of our account unless caused by First Public’s willful misconduct. Settlement: We agree to make available or agree to deliver to First Public sufficient funds to cover the amount due on purchases of investments by settlement date. Waiver and Modification: We understand that your failure to exercise any right granted by this Agreement or to insist on my strict compliance with any obligation under this Agreement will not be considered a waiver of that right or obligation. We also understand if you furnish me with notice on one occasion, you are not obligated to provide me with notice in the future. I understand that no provision of this Agreement can be waived or modified unless it is done in writing and signed by First Public’s Managing Director, Corporate Counsel, or Chief Compliance Officer. Applicable Regulations: (a) We understand and agree that every transaction in our account is subject to the rules or customs in effect at the time of the transaction that, by the terms of the rule or custom, apply to the transaction. These rules or customs include state and federal laws; rules and regulations established by state or federal agencies (including, without limitation, the Securities and Exchange Commission); the Constitution; rules, customs, and usages of the applicable exchanges, associations, markets, or clearinghouses; or customs and usages of individuals transacting business on the applicable exchanges, markets, or clearinghouses. (b) If this Agreement is incompatible with any rule or custom, or if a rule or custom is changed, this Agreement will be automatically modified to conform to the rule or custom. The modification of this Agreement shall not affect any of its other provisions. Severability: If any provision of this Agreement is deemed to be unenforceable for any reason, this will not affect the validity and enforceability of any other provision of this Agreement. Rule 14b-1(c ) of the SEC: We understand you will disclose our name and address to the Lone Star Investment Pool (the “Pool”) so that we can receive information directly from the Pool. If we do not consent to such disclosure, we will notify you in writing. Accuracy of Market Data: We understand that market data, including security price quotations, are obtained from an independent pricing service believed to be reliable. We understand and agree that First Public cannot guarantee the accuracy of such data and will not be liable for any consequential, incidental, special, or indirect damages (including lost profits, trading losses, and damages) that result from reliance upon independent pricing services. Town Council Page 214 of 355 Meeting Date: Monday, May 5, 2014 35 Privacy Notice: First Public is providing this information as required by Regulation S-P adopted by the Securities and Exchange Commission. First Public does not collect personal information from individuals, consumers, or customers since its scope of business is limited to accounts of government entities. First Public protects confidential account information of government entities and has security measures in place to protect the loss, misuse, and alteration of information under our control. Important Information about Procedures for Opening a New Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When we open an account, First Public will ask for our name, address, taxpayer identification number, and other information that will allow it to identify us. First Public also may ask to see our organizational documents or other identifying documents. Termination of Account: You have the right to terminate any of our accounts (including multiple owner accounts) at any time by notice to us. Transactions Accepted through Electronic Funds Transfer: First Public will accept the electronic transfer of funds to our account following an initial notice from the originator of such transfer that such funds will be transferred and at any subsequent time by the originator of such funds. First Public will honor requests from the original transferor of such funds to adjust entries made in connection with electronic fund transfers or to transfer funds from the account in order to correct errors. Such requests will be honored by First Public without making any independent investigation of the underlying facts, and First Public disclaims all liability for actions taken in honoring such requests whether or not the original transferor was correct in making such request. Under no other circumstances will First Public honor requests from third parties to electronically transfer funds from our account. Arbitration Disclosures: All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. The Arbitrators do not have to explain the reason(s) for their award. The panel of Arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. The rules of the arbitration forum in which a claim is filed, and any amendments thereto, shall be incorporated into this agreement. Arbitration and Dispute Resolution: (a) We agree that any dispute or controversy, either arising in the future or in existence now, between us and First Public (including First Public’s officers, directors, employees or agents) will be resolved by arbitration conducted before the Financial Industry Regulatory Authority (FINRA) and in accordance with its rules then in force. (b) A court of competent jurisdiction may enter judgment based on the award rendered by the Arbitrators. (c) Nothing in this Agreement shall be deemed to limit or waive the application of any relevant state or federal statute of limitation, repose, or other time bar. Any claim made by either party to this Agreement that is time barred for any reason shall not be eligible for arbitration. The parties to this Agreement shall not bring putative or certified class-action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in a court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied, (ii) the class is decertified, or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. Town Council Page 215 of 355 Meeting Date: Monday, May 5, 2014 22 Form II Investment Agreement THIS INVESTMENT AGREEMENT (together with any amendments and supplements, referred to as this “Agreement”) is made and entered into by and among each of those local governments initially executing this Agreement and any other local government that becomes a party hereto (collectively, the “Participants”). WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the “Act”), permits any “local government” to contract with one or more other “local governments” and with agencies of the state to perform “governmental functions and services,” including investing public funds through “public funds investment pools” (as such phrases are defined in the Act); WHEREAS, the Public Funds Investment Act, Texas Government Code, Chapter 2256 (the “Investment Act”), also authorizes local governments, state agencies, and nonprofit corporations acting on behalf of such entities to invest public funds through investment pools; WHEREAS, the Act permits the contracting parties to any agreement to create an administrative agency to supervise the performance of such agreement and to employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of such agreement; WHEREAS, each of the Participants is a local government under the Act and/or the Investment Act; WHEREAS, the Participants’ desire to establish and maintain a public funds investment pool as their agency and instrumentality pursuant to the Act for the purpose of pooling their local funds for joint investment in accordance with the Act and the terms hereof; WHEREAS, each of the Participants has duly taken all official action necessary and appropriate to become a party to this Agreement, including the adoption of a resolution; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Participants mutually agree as follows: ARTICLE I Definitions and Rules of Construction Section 1.01. Definitions. Except as otherwise provided in this Agreement, the capitalized terms used herein shall have the following meanings unless the context otherwise requires: Account—any account established by a Participant and representing an undivided beneficial interest of such Participant in a Fund established as a part of the Pool. Act—the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as may be amended from time to time. Additional Party Agreement—a document that, when attached to a copy of this Agreement and executed by an Authorized Representative of a Local Government, constitutes a valid and binding counterpart of this Agreement by which such Local Government becomes a Participant, substantially in the form attached hereto as an Appendix. Town Council Page 216 of 355 Meeting Date: Monday, May 5, 2014 23 Administrator—First Public, LLC, a Texas limited liability company, or any other person, firm, or organization approved by the Board and under contract with the Pool to provide administrative assistance in connection with the management and operation of the Pool. Advisor—the registered investment advisor or advisors selected by or at the direction of the Board to provide advice regarding investment of Pool assets pursuant to this Agreement and subject to applicable law. Agency—(1) a department, board, bureau, commission, court, office, authority, council, or instrument; (2) a university, college, or any service or part of a state institution of higher education; (3) any statewide job or employment training program for disadvantaged youth that is substantially financed by federal funds and that has been created by executive order no later than December 30, 1986; and (4) any nonprofit corporation acting on behalf of any of those entities. Authorized Investments—those investments that are authorized from time to time to be purchased, sold, and invested in under the Investment Act. Authorized Representative—an individual authorized to execute documents and take other necessary actions, pursuant to this Agreement, on behalf of a Local Government or other person, firm, or organization, as evidenced by a duly adopted resolution or bylaw of the governing body of such Local Government or other person, firm, or organization, a certified copy of which is on file with the Administrator. In the case of a Local Government that is a combination of political subdivisions under the Act, the Authorized Representatives of any administrative agency appointed by such combination of political subdivisions shall be deemed to be Authorized Representatives for such Local Government. Board—the governing body of the Pool, known as its Board of Trustees. Bylaws—the bylaws of the Pool, as the same may be amended from time to time, subject to the requirements of this Agreement. Custodian—the person selected by or at the direction of the Board to have custody of all money, investments, and other assets of the Pool pursuant to this Agreement and subject to applicable law. Endorser—any person, firm, or organization recognized by the Board as an endorser or sponsor of the Pool. Fund—the Government Overnight Fund, the Corporate Overnight Fund, or the Corporate Overnight Plus Fund or any additional Fund established by the Board as part of the Pool. Information Statement—the information statement or any other document distributed to Participants and potential Participants to provide them with a description of the management and operation of the Pool, as the same may be amended from time to time, subject to the requirements of this Agreement. Investment Act—the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as may be amended from time to time. Investment Consultant to the Pool—the person or firm selected by or at the direction of the Board to provide advice regarding (1) the selection of the Advisor and the Custodian, (2) the terms of the Statement of Investment Policy, and (3) the performance of the Pool. Investment Officer—one or more officers or employees of the Pool designated as investment officers by the Board of Trustees. Local Government—a school district; county; municipality; special district; junior college district; a district or authority created under section 52(b)(1) or (2), Article III, or Section 59, Article XVI, Texas Constitution; a Town Council Page 217 of 355 Meeting Date: Monday, May 5, 2014 24 fresh water supply district; a hospital district; any other legally constituted political subdivision, authority, public corporation, body politic, or instrument of the State; a combination of two or more of these entities (including a combination of political subdivisions by means of an interlocal agreement governed by the Act); any nonprofit corporation acting on behalf of these entities; or any other entity that may be included in the definition of “local government” in the Act. Participants—the Local Governments and Agencies that are the initial parties to this Agreement and the Local Governments and Agencies that subsequently become parties to this Agreement. Pool—the public funds investment pool created pursuant to this Agreement and known as the “Lone Star Investment Pool.” Sponsor—the Texas Association of School Boards, a Texas nonprofit association, acting by and through its duly appointed and acting agents and directors. State—the State of Texas. Statement of Investment Policy—the written Statement of Investment Policy adopted and approved by the Board governing investment and management of Pool assets, as the same may be amended from time to time, subject to the requirements of this Agreement. Section 1.02. General Rules of Construction. (a) Whenever in this Agreement the context requires (1) a reference to the singular number shall include the plural and vice versa and (2) a word denoting gender shall be construed to include the masculine, feminine, and neuter. (b) The titles given to any article or section of this Agreement are for convenience only and are not intended to modify the article or section. ARTICLE II Creation of Pool; Purpose and Objective Section 2.01. Creation of the Pool as an Agency. (a) The initial Participants hereby create and establish, and all subsequent Participants hereby agree to and accept the creation of, a public funds investment pool as their agency and instrumentality pursuant to the Act, known as the “Lone Star Investment Pool” (the “Pool”). (b) The Pool shall hold legal title to and manage all money, investments, and other assets transferred to or acquired by the Pool pursuant to the Act and this Agreement. (c) As an agency and instrumentality of the Participants, the Pool shall have the authority, through its Board, to employ personnel, engage in other administrative activities, and provide other administrative services necessary to accomplish the purpose of this Agreement. Section 2.02. Purpose and Objective. (a) The purpose of the Pool is to provide Local Governments with an investment vehicle for local funds. The general objective of the Pool shall be to provide Participants with the highest possible rate of return for such funds, while maintaining safety of principal. Various Funds established as part of the Pool provide Participants with varying rates of return and liquidity options. (b) To accomplish the Pool’s objective, each Participant agrees that the money transferred to a Fund will be commingled with money transferred to such Fund by other participants for the purpose of making authorized Town Council Page 218 of 355 Meeting Date: Monday, May 5, 2014 25 investments, subject to the terms of this Agreement and the requirements of the Statement of Investment Policy and applicable law, thereby taking advantage of investment opportunities and cost benefits available to larger investors. ARTICLE III Pool Administration Section 3.01. The Board and the Bylaws. (a) The business and affairs of the Pool shall be managed by the Board as governing body of the Pool. The Board is hereby authorized and directed to adopt and maintain Bylaws; to provide for the governance and administration of the Pool to the extent not otherwise provided by this Agreement; provided, however, that no provision of such Bylaws may be adopted if such provision would adversely affect the legal status of the Pool, including the Pool’s status as a public funds investment pool pursuant to the Investment Act. (b) The Bylaws shall set forth, among other things, the procedures governing the selection of and action taken by Board members, provided that each voting member of the Board shall be required to be an employee or elected official of a Participant. The Participants shall be subject to the terms of the Bylaws. Section 3.02. Powers and Duties of the Board. (a) Subject to applicable law and the terms of this Agreement, the Board shall have full and complete power to take all actions, do all things, and execute all instruments as it deems necessary or desirable to carry out, promote, or advance the investment objective, interests, and purposes of the Pool to the same extent as if the Board was the sole and absolute owner of the Pool. (b) The Board shall adopt and maintain a Statement of Investment Policy, consistent with the general objective of the Pool, which shall provide more detailed guidelines for investment and management of Pool assets. The Board shall, subject to the terms of this Agreement, have the authority to amend any term or provision of the Statement of Investment Policy, provided that notice is sent to each Participant at least 60 days prior to the effective date of any change that, in the Board’s opinion, will have a material effect on the Participant’s investment in the Pool. (c) The Board shall designate one or more Investment Officers for the Pool who shall be responsible for the investment of Pool assets, provided that no person who is an officer or employee of a regional planning commission, council of governments, or similar regional planning agency created pursuant to Chapter 391 of the Local Government Code of the State shall be eligible to serve as an Investment Officer. (d) The Board shall prepare, or direct the preparation of, an Information Statement that describes how the Pool will operate in accordance with the terms of this Agreement and the Statement of Investment Policy. Subject to the terms of this Agreement and the Statement of Investment Policy, the Information Statement may be amended or supplemented, provided that notice is sent to each Participant at least 60 days prior to the effective date of any change described in such amendment or supplement that, in the Board’s opinion, will have a material effect on the Participant’s investment in the Pool. (e) The Board shall, subject to the limitations established in the Statement of Investment Policy, have full and complete power and authority to appoint, or direct the appointment of, the following: a Custodian, one or more Advisors, an Investment Consultant, lawyers, accountants, and any other service providers deemed necessary or helpful in the operation of the Pool. (f) The Board shall have full and complete power to use, or direct the use of, Pool assets for the following purposes: (1) incur and pay any expenses that, in its opinion, are necessary or incidental to or proper for carrying out any of the purposes of this Agreement; (2) reimburse others for the payment thereof; (3) pay Town Council Page 219 of 355 Meeting Date: Monday, May 5, 2014 26 appropriate compensation or fees to persons with whom the Pool has contracted or transacted business, provided, however, the aggregate amount of the foregoing fees and expenses shall be subject to and governed by any restrictions thereon established by the Board; and (4) charge a Participant’s Account for any special fees or expenses related specifically to transactions in such Account. (g) The Board shall cause financial statements to be prepared and maintained for the Pool and for such statements to be audited annually by an independent certified public accounting firm. (h) By agreement, the Board may appoint the Administrator to perform administrative services for the Pool, provided that the Board shall continue to oversee the operation and management of the Pool and shall have the authority to direct the Administrator to take or not take specific action on behalf of the Pool. (i) The enumeration of any specific power or authority herein shall not be construed as limiting the general power and authority of the Board over the Pool. Section 3.03. Liability. (a) Neither the Board, the Sponsor, the Investment Officers, the Administrator, any Endorser, nor any officers, trustees, employees, or board members of any of the foregoing shall be held liable for any action or omission to act on behalf of the Pool or the Participants unless caused by willful misconduct. (b) The Pool shall indemnify and hold harmless (either directly or through insurance) any person referred to in subsection (a) of this Section, to the extent permitted by law, for any and all litigation, claims, or other proceedings, including but not limited to reasonable attorney fees, costs, judgments, settlement payments, and penalties arising out of the management and operation of the Pool, unless the litigation, claim, or other proceeding resulted from the willful misconduct of such person. ARTICLE IV Participation in the Pool Section 4.01. Investment Agreement. For a Local Government or Agency to become a Participant and transfer money into the Pool, each of the following conditions must be satisfied: (a) The Local Government or Agency must adopt a resolution (1) authorizing such entity to become a Participant and approving this Agreement, (2) establishing the Pool as an agency and instrumentality of the Participant, (3) designating the Board as the governing body of the Pool, (4) approving the investment policies of the Pool (as amended from time to time by the Board) and directing that any conflicting local investment policies shall not apply to Pool investments of the Participant, (5) designating Authorized Representatives of the Participant, and (6) designating the Investment Officers appointed from time to time by the Board as the Participant’s investment officers who shall be responsible for investing the share of Pool assets representing local funds of the Participant; and (b) The Local Government or Agency must become a party to this Agreement by executing an Additional Party Agreement and delivering the same to the Pool with a certified copy of the Resolution referred to in subsection (a) of this Section, an application in form and substance satisfactory to the Board, and such other information as may be required by the Board. Section 4.02. Participant Accounts. (a) While available local funds of Participants may be commingled for purposes of common investment and operational efficiency, one or more separate Accounts for each Participant in the Pool will be established and maintained by the Pool in accordance with the Participant’s application to join the Pool. Town Council Page 220 of 355 Meeting Date: Monday, May 5, 2014 27 (b) Each Participant shall own an undivided beneficial interest in a Fund’s assets, which shall consist of the proportional amount that each Account of such Participant bears to the total amount of all Participants’ Accounts in such Fund. (c) Unique identifying information shall be assigned to each Account. The Participant hereby agrees that such identifying information shall be required to implement any deposit to or withdrawal from the Participant’s Account. The confidentiality of such identifying information shall be maintained by the Pool. Section 4.03. Information Statement. (a) The Information Statement shall, among other things, describe in detail the procedures required to effect deposits to and withdrawals from the Pool. (b) Each Participant agrees to and accepts all of the provisions of the Information Statement, as in effect on the date it enters into this Agreement and as the same may be amended from time to time. Section 4.04. Reports. The Pool shall submit a written report at least once per month to each Participant. Such report will indicate the following: (1) the balance in each Account of a Participant as of the date of such report, (2) yield information, and (3) all Account activity since the previous report. ARTICLE V Pool Assets Section 5.01. Pool Investments. Pool assets shall be invested and reinvested by the Pool only in Authorized Investments in accordance with the Statement of Investment Policy. Each Fund established as a part of the Pool will comply with investment objectives and policies set forth in the Statement of Investment Policy. Section 5.02. Custody. All money, investments, and assets of the Pool shall be held in the possession of the Custodian. Section 5.03. Fund Valuation and Allocation to Participants. Total assets of each Fund, including investment earnings thereon, will be valued and allocated to Participants’ Accounts in such Fund on a pro rata allocation basis as further described in the Information Statement. ARTICLE VI Miscellaneous Section 6.01. Severability. (a) If any provision of this Agreement shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein or render the same invalid, inoperative, or unenforceable to any extent whatsoever. (b) Any participation in this Agreement or transfer of assets to the Pool that is not qualified for any reason shall not terminate this Agreement or the participation of other Participants or otherwise adversely affect the Pool. Section 6.02. Limitation of Rights. This Agreement does not create any right, title, or interest for any person other than the Participants and any person who has a contract to provide services to the Pool, and nothing in or to be implied from this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy, or claim under this Agreement. Town Council Page 221 of 355 Meeting Date: Monday, May 5, 2014 28 Section 6.03. Execution of Counterparts. This Agreement may be executed in several separate counterparts, including by Additional Party Agreement, each of which shall be an original and all of which shall constitute one and the same instrument. Section 6.04. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 6.05. Termination. (a) A Participant may terminate itself as a party to this Agreement, with or without cause, by providing written notice to the Pool at least 60 days prior to such termination. (b) Upon the vote of a majority of its full membership, the Board may order the termination of this Agreement by directing that all outstanding operating expenses of the Pool be paid and remaining assets of the Pool be distributed to Participants in accordance with their pro rata interests. Section 6.06. Term. This Agreement shall have an initial term beginning with the effective date set forth below and ending September 1, 1992, and shall be automatically renewed for one year on such date and each anniversary of such date, except with respect to any Local Government that may have terminated itself as a Participant or as otherwise directed by the Board. Section 6.07. Fiscal Year. The fiscal year for the Pool shall be set forth in the Bylaws. Section 6.08. Notices. Any notices or other information required or permitted to be given hereunder shall be sent (a) to the Pool as set forth in the Information Statement and (b) to a Participant as set forth in its application to become a Participant or as otherwise provided by written notice to the Administrator. Section 6.09. Entire Agreement: Amendments. This Agreement represents the entire agreement and understanding of the Participants. This Agreement may be amended with the approval of a majority of the full membership of the Board, provided that notice of any such amendment is sent to all Participants at least 60 days prior to the effective date thereof. IN WITNESS WHEREOF the initial parties hereto have caused this Agreement to be executed as of the dates set forth below, to become effective of the latest such date. Houston Independent School District Lewisville Independent School District By: /s/ Leonard Sturm 7/11/91 By: /s/ Tom J. Zimmerer 7/8/91 Deputy Superintendent of Finance Assistant Superintendent of Business Humble Independent School District San Antonio Independent School District By: /s/ Michael Novack 7/9/91 By: /s/ Victor Rodriguez 7/22/91 Business Manager Superintendent As last amended by the Lone Star Board of Trustees on July 2010. Town Council Page 222 of 355 Meeting Date: Monday, May 5, 2014 29 APPENDIX TO INVESTMENT AGREEMENT Additional Party Agreement The Government Entity of the State of Texas named below, acting by and through the undersigned Authorized Representative, hereby agrees to become a party to that certain Investment Agreement to which this page is attached, and thereby become a Participant in the Lone Star Investment Pool, subject to all of the terms and provisions of such Agreement. The undersigned hereby represents that it is a Government Entity within the meaning of the Information Statement relating to the Lone Star Investment Pool and thereby deemed to be included in the term “Local Government” as used in such Agreement. Executed this______________day of_______________________________, _____________. __________________________________________ Name of Government Entity By: __________________________________________ Signature of Authorized Representative __________________________________________ Printed Name and Title Town Council Page 223 of 355 Meeting Date: Monday, May 5, 2014 1 Lone Star Investment Pool Statement of Investment Policy Overview The purpose of this Statement of Investment Policy is to set forth the policies which are to be followed in managing and operating the Lone Star Investment Pool (the “Pool”). Policies presented in this document have been developed based on the advice and recommendations of consultants and professionals who serve the Pool. The Board of Trustees of the Pool (the “Board”) has approved these policies. All actions with respect to the Pool, including the establishment and implementation of this Statement of Investment Policy, shall be made solely for the interest of the Participants in the Pool. Capitalized terms used herein and not otherwise defined have the same meanings assigned to them in the Investment Agreement creating the Pool. Identification of Pool The Pool is a public funds investment pool, designed to invest in certain fixed income securities, and is created under the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the Public Funds Investment Act, Chapter 2256, Texas Government Code (the “Investment Act”). Communication Objective of Policy Statement This document is intended to serve as a guide to improve communication between the Board and:  The Advisory Board;  The Investment Officer(s);  The Investment Advisor(s);  The Administrator;  The Investment Consultant;  New Board members;  The Custodian;  The Texas Association of School Boards, including all its members, agents and trustees. Investment Strategy and Guidelines Pursuant to the Agreement and applicable law, the Pool’s investments are limited to those permitted under the Investment Act. Further restrictions on eligible investments for each of the Pool’s funds are set forth below. Town Council Page 224 of 355 Meeting Date: Monday, May 5, 2014 2 Government Overnight Fund The Government Overnight Fund is designed for funds that may be required for immediate expenditure. The objective of the Government Overnight Fund is to provide participating government entities with safety of principal, daily liquidity, and highest possible rate of return. The Government Overnight Fund offers daily liquidity and seeks to maintain a net asset value of one dollar. The net asset value of the Government Overnight Fund is determined daily to ensure that the market value of the Fund’s assets is maintained at one dollar. The dollar-weighted average maturity of the Government Overnight Fund is 60 days or fewer. The maximum effective maturity of each security acquired by the Government Overnight Fund is 13 months from date of purchase. Because of their short maturities, high quality, and minimal price fluctuations, securities in which the Government Overnight Fund invests are generally considered to be marketable and very liquid. Though the Government Overnight Fund may hold investments until they mature, it may periodically trade securities to take advantage of perceived disparities between markets for various categories of investments in an effort to increase returns. The Government Overnight Fund may not invest more than one-third of the value of its assets (determined as of the date of investment) in the securities of any single issuer, except for direct obligations of the U.S. Government. Though the Pool has the authority to invest in all securities authorized under the Investment Act, it is the Board’s policy that only the following of such authorized investments will be eligible as Government Overnight Fund investments:  Obligations of the United States or its agencies and instrumentalities  Other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the United States or its agencies and instrumentalities  Fully collateralized repurchase agreements that meet the following criteria: (1) have a defined termination date; (2) are secured by obligations of the United States or its agencies and instrumentalities; (3) require the securities being purchased by the Government Overnight Fund to be pledged to the Government Overnight Fund, held in the Government Overnight Fund’s name, and deposited at the time the investment is made with the Government Overnight Fund or with a third party selected and approved by the Government Overnight Fund; and (4) are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. The market value of repurchase agreement collateral is required to initially be 102 percent of the principal amount of such repurchase agreement. Thereafter, the market value of such collateral will be determined (marked-to-market) daily and reset to 102 percent of the principal amount if it falls below 100 percent.  The Government Overnight Fund may lend up to 25 percent of its securities pursuant to a reverse repurchase agreement authorized under the Investment Act. Any funds obtained pursuant to a reverse repurchase agreement must be invested in authorized Government Overnight Fund investments and match the term of the reverse repurchase agreement. The term of any reverse repurchase agreement may not exceed 90 days.  No-Load money market mutual funds regulated by the Securities and Exchange Commission (SEC), that invest exclusively in authorized Government Overnight Fund investments, provided the Government Overnight Fund shall not invest its funds in any one money market mutual fund in an amount that exceeds (i) 25 percent of the Government Overnight Fund’s total assets or (ii) 10 percent of the total assets of such money market mutual fund. Corporate Overnight Fund The Corporate Overnight Fund is designed for funds that may be required for immediate expenditure. The objective of the Corporate Overnight Fund is to provide participating government entities with safety of principal, daily liquidity, and highest possible rate of return. The Corporate Overnight Fund offers daily liquidity and maintain a net asset value of one dollar. The net asset value of the Corporate Overnight Fund is determined daily to ensure that the market value of the Fund’s assets is maintained at one dollar. The dollar-weighted average maturity of the Corporate Overnight Fund is 60 days or fewer. The maximum effective maturity of each security acquired by the Corporate Overnight Fund is 13 months from date of purchase. Because of their short maturities, high quality, and minimal Town Council Page 225 of 355 Meeting Date: Monday, May 5, 2014 3 price fluctuations, securities in which the Corporate Overnight Fund invests are generally considered to be marketable and very liquid. Though the Corporate Overnight Fund may hold investments until they mature, it may periodically trade securities to take advantage of perceived disparities between markets for various categories of investments in an effort to increase returns. The Corporate Overnight Fund has the authority to invest in all securities authorized under the Investment Act. However, it is the Board’s policy to also have the following restrictions:  Except for money market mutual funds regulated by the SEC, the Corporate Overnight Fund shall not invest its assets in the securities of any one nongovernmental issuer in an amount that exceeds 5 percent of the Corporate Overnight Fund’s total assets at cost.  Fully collateralized repurchase agreements that meet the following criteria: (1) have a defined termination date; (2) are secured by obligations of the United States or its agencies and instrumentalities; (3) require the securities being purchased by the Corporate Overnight Fund to be pledged to the Corporate Overnight Fund, held in the Corporate Overnight Fund’s name, and deposited at the time the investment is made with the Corporate Overnight Fund or with a third party selected and approved by the Corporate Overnight Fund; and (4) are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. The market value of repurchase agreement collateral is required to initially be 102 percent of the principal amount of such repurchase agreement. Thereafter, the market value of such collateral will be determined (marked-to-market) daily and reset to 102 percent of the principal amount if it falls below 100 percent.  If an A-1 or P-1 investment is placed on the watch list with negative implications by Standard & Poor’s or Moody’s Investor Services, the Investment Advisor must notify the Investment Consultant and Administrator that same day and if a ready market exists for that security, sell the investment within one week.  The Corporate Overnight Fund shall not invest its funds in any one money market mutual fund in an amount that exceeds (i) 25 percent of the Corporate Overnight Fund’s total assets or (ii) 10 percent of the total assets of such money market mutual fund. Corporate Overnight Plus Fund The Corporate Overnight Plus Fund is designed with similar investment objectives as that of the Corporate Overnight Fund and Government Overnight Fund: safety of principal, daily liquidity, and highest possible rate of return. The Corporate Overnight Plus Fund has longer maturities than those of the Corporate Overnight Fund and Government Overnight Fund. The Corporate Overnight Plus Fund seeks to maintain a net asset value of 50 cents. The net asset value of the Corporate Overnight Plus Fund will be determined daily to ensure that the market value of the fund’s assets is maintained at 50 cents. The dollar-weighted average maturity of the Corporate Overnight Plus Fund is 120 days or fewer. The maximum effective maturity of each security acquired by the Corporate Overnight Plus Fund is two years from date of purchase unless otherwise restricted by the Investment Act. Because of their short maturities, high quality, and minimal price fluctuations, securities in which the Corporate Overnight Plus Fund invests are generally considered to be marketable and very liquid. Though the Corporate Overnight Plus Fund may hold investments until they mature, it may periodically trade securities to take advantage of perceived disparities between markets for various categories of investments in an effort to increase returns. The Corporate Overnight Plus Fund has the authority to invest in all securities authorized under the Investment Act. However, it is the Board’s policy to also have the following restrictions:  Except for money market mutual funds regulated by the SEC, the Corporate Overnight Plus Fund shall not invest its assets in the securities of any one nongovernmental issuer in an amount that exceeds 5 percent of the Corporate Overnight Plus Fund’s total assets at cost.  Fully collateralized repurchase agreements that meet the following criteria: (1) have a defined termination date; (2) are secured by obligations of the United States or its agencies and instrumentalities; (3) require the securities being purchased by the Corporate Overnight Plus Fund to be pledged to the Corporate Overnight Plus Fund, held in the Corporate Overnight Plus Fund’s name, and deposited at the time the investment is made with the Town Council Page 226 of 355 Meeting Date: Monday, May 5, 2014 4 Corporate Overnight Plus Fund or with a third party selected and approved by the Corporate Overnight Plus Fund; and (4) are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. The market value of repurchase agreement collateral is required to initially be 102 percent of the principal amount of such repurchase agreement. Thereafter, the market value of such collateral will be determined (marked-to-market) daily and reset to 102 percent of the principal amount if it falls below 100 percent.  If an A-1 or P-1 investment is placed on the watch list with negative implications by Standard & Poor’s or Moody’s Investor Services, the Investment Advisor must notify the Investment Consultant and Administrator that same day, and if a ready market exists for that security, sell the investment within one week.  The Corporate Overnight Plus Fund shall not invest its funds in any one money market mutual fund in an amount that exceeds (i) 25 percent of the Corporate Overnight Plus Fund’s total assets or (ii) 10 percent of the total assets of such money market mutual fund. Pool Administration The Board has appointed Investment Officers and entered into a service agreement with the Administrator. The respective authority and responsibilities of the Board, the Investment Officers, and the Administrator are listed below. It should be noted that some of these responsibilities may overlap, and further that the Investment Officers and the Administrator shall at all times be subject to the Board’s direction. Authority and Responsibilities of the Board  Adopt this Statement of Investment Policy.  Appoint one or more Investment Officers.  Oversee selection of Investment Advisor, Custodian, Investment Consultant, and other service providers.  Monitor compliance with this Statement of Investment Policy.  Monitor performance of the Pool.  Consider revisions to this Statement of Investment Policy to reflect changing conditions affecting the Pool or the needs of the Participants. Authority and Responsibilities of the Investment Officers  Invest or oversee the investment of Pool assets.  Execute contracts on behalf of the Pool, including contracts with the Investment Advisor and other service providers.  Oversee the daily operations of the Pool.  Monitor performance of the Pool.  Monitor the selection and performance of the Investment Advisor and other service providers.  Monitor compliance with this Statement of Investment Policy.  Report at least quarterly to the Board. Town Council Page 227 of 355 Meeting Date: Monday, May 5, 2014 5 Authority and Responsibilities of the Administrator  Conduct search for and negotiate contracts with Investment Advisor, Custodian, Investment Consultant, and other service providers, subject to the direction and oversight of the Board and Investment Officers.  Market program to Local Governments.  Service Participants on an ongoing basis.  Meet monthly with Investment Officers and Investment Consultant to review Pool performance.  Report at least quarterly to the Board.  Prepare and distribute the Information Statement. Additional Guidelines and Restrictions Standard of Care Investments of Pool assets shall be made with judgment and care, under circumstances then prevailing, that persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived. Liquidity Needs The liquidity needs of the Pool shall be determined from its operating history and with a general awareness of the needs of Participants. The Pool’s investments and operations shall be managed consistently with such liquidity needs. Operational Guidelines  Each fund within the Pool is designed and shall be managed to ensure it is continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service.  The Custodian may register or transfer assets of the Pool into its own name or the name of one or more nominees, provided its books and records at all times show that such assets are part of the Pool.  Total administrative and operating expenses of the Pool are not to exceed 0.06 percent per year based on the daily average assets.  The Investment Officers may prepare and transmit additional written guidelines and expectations for the Pool or for any Fund within the Pool, provided they do not exceed the parameters set forth in this policy. The Investment Officers will provide a copy of any such transmission to the Board at its next Board meeting.  If the Corporate Overnight Fund or the Government Overnight Fund’s amortized cost is above or below the market value by more than one-half of one percent, the Investment Officer will take such action as the Investment Officer deems appropriate to maintain a one-dollar net asset value. Town Council Page 228 of 355 Meeting Date: Monday, May 5, 2014 6  If the Corporate Overnight Plus Fund’s book value is above or below market value by more than one-half of 1 percent, the Investment Officer will take such action as the Investment Officer deems appropriate to maintain a 50 cent net asset value.  If the weighted Average Maturity (WAM) of the Corporate Overnight Plus Fund exceeds 90 days, the Investment Advisor must file a report with the Investment Consultant and Administrator detailing why they have the fund positioned beyond 90 days. The report is due the Monday following any week in which the fund’s WAM exceeded 90 days.  The Corporate Overnight Plus Fund will be evaluated on a “total rate of return” basis for the purpose of this Statement of Investment Policy; “total rate of return” is defined as interest plus appreciation or depreciation of market value. Securities Transactions All securities transactions are required to be effected through licensed broker-dealer firms, in accordance with all applicable laws and selected on the basis of reasonableness of brokerage commissions and provision of other services, if any, to the Pool. A detailed list shall be maintained showing all commissions paid by the Pool and the identity of and amount paid to each broker-dealer firm executing orders for the Pool. The investment advisor shall not order the purchase of investments in mutual funds, or other similar pooled investment vehicles, that are managed by the investment advisor or affiliates of the investment advisor. Evaluation and Review Frequency of Meetings The Administrator, Investment Officers, and Investment Consultant will meet at least monthly to review the market, the Pool’s investment portfolio, and other issues related to the Pool. The Investment Officers and the Administrator will provide a written investment report to the Board at least quarterly. Key Indicators to Be Considered in Monitoring the Pool The Pool and the Investment Advisor shall be carefully monitored on the basis of several key indicators to ensure a consistent investment approach is being followed. Such indicators include:  Changes in the Advisor personnel, ownership or fees;  Compliance with investment guidelines included in this Statement of Investment Policy;  Advisor’s current investment outlook for the next six to 12 months and policy developed in response to such outlook;  Consistency of Pool’s performance with the Advisor’s investment style;  Consistency of Pool’s performance with the Advisor’s style peer group. See “Performance Goals.” Town Council Page 229 of 355 Meeting Date: Monday, May 5, 2014 7 Performance Goals The Board expects the Pool to perform credibly within a peer group of other funds or pools with similar investment structures. The performance of each fund may vary. The following standards, established as benchmarks only, will apply: Government Overnight Fund  The Government Overnight Fund should outperform the 91-day U.S. Treasury Bill.  The Government Overnight Fund’s return should be in the upper one-half of comparably managed funds selected by the Investment Consultant. Corporate Overnight Fund  The Corporate Overnight Fund should outperform the 91-day U.S. Treasury Bill.  The Corporate Overnight Fund’s return should be in the upper one-half of comparably managed funds selected by the Investment Consultant. Corporate Overnight Plus Fund  The Corporate Overnight Plus Fund should outperform the 91-day U.S. Treasury Bill.  The Corporate Overnight Plus Fund’s return should be in the upper one-half of comparably managed funds selected by the Investment Consultant.  If the dollar-weighted average maturity of the Corporate Overnight Plus Fund is greater than 60 days for the period, the Corporate Overnight Plus Fund should outperform the Corporate Overnight Fund. Policy Revision and Amendment Policy Review Frequency The Investment Officers and the Administrator will use each of their quarterly investment performance evaluations as an opportunity to also consider recommending whether any elements of the existing Statement of Investment Policy should be modified. Possible reasons for policy modification include, but are not limited to, the following: Board's Policy Modification Overview  A rationale for change presented by the Investment Consultant or other industry specialist that has merit  New areas found to be important that are not covered in this Statement of Investment Policy  Impractical time horizon for the Pool’s portfolio Town Council Page 230 of 355 Meeting Date: Monday, May 5, 2014 8 The Board considers this Statement of Investment Policy to be a basic tool for the implementation of a long-range investment program for Participants but also as a dynamic document that is responsive to the need for any fundamental changes. The Board recognizes that a potentially damaging inconsistency would occur if policies were to undergo substantial change over relatively short periods, or if policy changes were implemented as a “reaction” to current short-term market conditions. July 2012 Town Council Page 231 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1124-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with TexSTAR Investment Pool; and providing an effective date. Attachments:Staff Report - TexSTAR Investment Pool.pdf RES 2014-15 TexSTAR Investment Pool.pdf Exhibit A - TexSTAR Enrollment Packet 2014.pdf TexSTAR Investment Policy.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with TexSTAR Investment Pool; and providing an effective date. Town Council Page 232 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Steven Glickman, Director of Finance CC: Mike Slye, Town Manager Tammy Ard, Town Secretary Re: TexSTAR Investment Pool Town Council Meeting, Monday, May 5, 2014 Agenda Item: Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with TexSTAR Investment; and providing an effective date. Explanation: TexSTAR Investment Pool is a public funds investment pool in Texas that adheres to the requirements of the Public Funds Investment Act. TexSTAR is one of two investment pools managed and operated by J.P. Morgan Investment Management and First Southwest (LOGIC being the other). TexSTAR maintains a rating of AAAm with Standard and Poor’s, which is the highest rating available. TexSTAR does not invest in high grade Commercial Paper unlike LOGIC. Currently the Town houses the vast majority of its investments at TexPool. Investing funds in TexSTAR would diversify the Town’s portfolio while maintaining preservation of principal and liquidity. Attachments: • Resolution 2014-15 • Exhibit A - TexSTAR Enrollment Packet 2014 • TexSTAR Investment Policy Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Town Council Page 233 of 355 Meeting Date: Monday, May 5, 2014 Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: Staff recommends Council approval Resolution 2014-15 authorizing the Town to invest funds with TexSTAR Investment. Town Council Page 234 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2014-15 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, APPROVING AND AUTHORIZING EXECUTION OF AN INVESTMENT AGREEMENT FOR PARTICIPATION IN THE TEXSTAR INVESTMENT POOL, DESIGNATING THE POOL AS AN AGENCY AND INSTRUMENTALITY, APPROVING INVESTMENT POLICIES OF THE POOL, APPOINTING AUTHORIZED REPRESENTATIVES, AND DESIGNATING INVESTMENT OFFICERS WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the “Interlocal Act”), permits any “local government” to contract with one or more other “local governments” to perform “governmental functions and services,” including investment of public funds (as such phrases are defined in the Interlocal Act); WHEREAS, the Interlocal Act authorizes the contracting parties to any interlocal agreement to contract with agencies of the State of Texas, within the meaning of Chapter 771 of the Government Code, WHEREAS, the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as amended (the “PFIA”), authorizes the entities described in Subsection (a) of the PFIA to invest their funds in an eligible public funds investment pool; WHEREAS, it is in the best interests of this governmental unit (“Applicant”) to invest its funds jointly with other Texas local governments in the Texas Short Term Asset Reserve Program (TexSTAR) in order better to preserve and safeguard the principal and liquidity of such funds and to earn an acceptable yield; and WHEREAS, Applicant is authorized to invest its public funds and funds under its control in TEXSTAR and to enter into the participation agreement authorized herein; WHEREAS, the Government Entity is a Government Entity as defined in the Agreement; and NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. The form of application for participation in TexSTAR attached to this resolution is approved. The officers of Applicant specified in the application are authorized to execute and submit the application, to open accounts, to deposit and withdraw funds, to agree to the terms for use of the website for online transactions, to designate other authorized representatives, and to take all other action required or Town Council Page 235 of 355 Meeting Date: Monday, May 5, 2014 permitted by Applicant under the Agreement created by the application, all in the name and on behalf of Applicant. Section 2. This resolution will continue in full force and effect until amended or revoked by Applicant and written notice of the amendment or revocation is delivered to the TexSTAR Board Section 3. Terms used in this resolution have the meanings given to them by the application. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, on this 5th day of May, 2014. Connie White, Mayor Town of Trophy Club, Texas ATTEST: APPROVED AS TO FORM: Tammy Ard, Town Secretary Patricia A. Adams, Town Attorney Town of Trophy Club, Texas Town of Trophy Club, Texas Town Council Page 236 of 355 Meeting Date: Monday, May 5, 2014 EXHIBIT A TexSTAR Enrollment Packet 2014 Town Council Page 237 of 355 Meeting Date: Monday, May 5, 2014 Welcome to TexSTAR, the premier investment service for Texas local governments TexSTAR was created by Texas local government officials with a distinct understanding of the specific needs and challenges of investing public funds. TexSTAR is administered by First Southwest Company and JPMorgan Asset Management. Together, these organizations bring to the TexSTAR program the powerful partnership of two leaders in financial services with a proven track record in local government investment pool management. TexSTAR is a conservatively managed investment vehicle, rated AAAm by Standard & Poor’s and operated in full compliance with the Texas Public Funds Investment Act. The TexSTAR Cash Reserve Fund invests in U.S. treasury and agency securities and repurchase agreements fully collateralized with U.S. government and agency securities. The Cash Reserve Fund does not allow for investment in commercial paper or money market funds. TexSTAR participants have access to a Texas-based personalized customer service staff with extensive experience in servicing state and local government entities. In addition, TexSTAR utilizes a proven operating platform providing internet transaction systems with extended transaction deadlines until 4 p.m. for same and next day settlement. We look forward demonstrating how TexSTAR will fulfill and enhance your cash management needs. TexSTAR Participant Services First Southwest Company 325 North St. Paul Street, Suite 800 Dallas, Texas 75201 1-800-839-7827 www.texstar.org E-mail: texstar@firstsw.com Town Council Page 238 of 355 Meeting Date: Monday, May 5, 2014 TexSTAR ENROLLMENT STEPS In order for a governmental entity to enroll in TEXSTAR, the following procedures should be performed. 1. Submit the Resolution in the form entitled Application for Participation in TEXSTAR to the entity’s governing body for approval. 2. Complete the Application for Participation in TEXSTAR. 3. Complete a Bank Instruction Form for each account to be opened. 4. Send all completed documentation with original signatures and an approved investment policy of the enrolling entity to: TEXSTAR Participant Services First Southwest Company 325 North St. Paul Street, Suite 800 Dallas, Texas, 75201 5. Enrollment documentation will ordinarily be processed within five (5) business days of receipt. Town Council Page 239 of 355 Meeting Date: Monday, May 5, 2014 SAMPLE AGENDA LANGUAGE Short versions: Approval of TexSTAR Investment Pool as an Authorized Investment Or Approval of Application for Participation in the Texas Short Term Asset Reserve Program (TexSTAR) Longer version: Recommendation to Approve an Application for Participation in the Texas Short Term Asset Reserve Program (TexSTAR). Included in the agenda exhibit is information pertaining to the application. It is recommended that the Board approve the application as submitted to provide an additional investment option emphasizing safety and liquidity. Town Council Page 240 of 355 Meeting Date: Monday, May 5, 2014 1 APPLICATION FOR PARTICIPATION IN TEXSTAR The undersigned local government (Applicant) applies and agrees to become a Participant in the Texas Short Term Asset Reserve Program (TEXSTAR). 1. Authorization. The governing body of Applicant has duly authorized this application by adopting the following resolution at a meeting of such governing body duly called, noticed, and held in accordance with the Texas Open Meeting Law, chapter 551, Texas Government Code, on ______________, 20__: WHEREAS, it is in the best interests of this governmental unit (“Applicant”) to invest its funds jointly with other Texas local governments in the Texas Short Term Asset Reserve Program (TEXSTAR) in order better to preserve and safeguard the principal and liquidity of such funds and to earn an acceptable yield; and WHEREAS, Applicant is authorized to invest its public funds and funds under its control in TEXSTAR and to enter into the participation agreement authorized herein; NOW, THEREFORE, BE IT RESOLVED THAT: SECTION 1. The form of application for participation in TEXSTAR attached to this resolution is approved. The officers of Applicant specified in the application are authorized to execute and submit the application, to open accounts, to deposit and withdraw funds, to agree to the terms for use of the website for online transactions, to designate other authorized representatives, and to take all other action required or permitted by Applicant under the Agreement created by the application, all in the name and on behalf of Applicant. SECTION 2. This resolution will continue in full force and effect until amended or revoked by Applicant and written notice of the amendment or revocation is delivered to the TEXSTAR Board. SECTION 3. Terms used in this resolution have the meanings given to them by the application.” 2. Agreement. Applicant agrees with other TEXSTAR Participants and the TEXSTAR Board to the Terms and Conditions of Participation in TEXSTAR, effective on this date, which are incorporated herein by reference. Applicant makes the representations, designations, delegations, and representations described in the Terms and Conditions of Participation. 3. Taxpayer Identification Number. Applicant’s taxpayer identification number is ______________________ 4. Contact Information. Applicant primary mailing address: ______________________________________________________________ Applicant physical address (if different): __________________________________________________________ Applicant main phone number: _________________________________________________________________ Applicants main fax number: ___________________________________________________________________ 5. Authorized Representatives. Each of the following Participant officials is designated as Participant’s Authorized Representative authorized to give notices and instructions to the Board in accordance with the Agreement, the Bylaws, the Investment Policy, and the Operating Procedures: 1. Name: ______________________________________ Title: ________________________________________ Signature: ___________________________________ Phone: _____________________________________ Email: _______________________________________ Town Council Page 241 of 355 Meeting Date: Monday, May 5, 2014 2 2. Name: ________________________________________Title:________________________________________ Signature: _____________________________________Phone: _____________________________________ Email: ______________________________________ 3. Name: ________________________________________Title:________________________________________ Signature: _____________________________________Phone: _____________________________________ Email: _______________________________________ 4. Name: ________________________________________Title:________________________________________ Signature: _____________________________________Phone: _____________________________________ Email: ______________________________________ {REQUIRED} PRIMARY CONTACT: List the name of the Authorized Representative listed above that will be designated as the Primary Contact and will receive all TexSTAR correspondence including transaction confirmations and monthly statements Name: ________________________________________________________________________ {OPTIONAL} INQUIRY ONLY CONTACT: In addition, the following additional Participant representative (not listed above) is designated as an Inquiry Only Representative authorized to obtain account information: Name: _______________________________________ Title ________________________________________ Signature: _____________________________________Phone: ____________________________________ Email: ______________________________________ Applicant may designate other authorized representatives by written instrument signed by an existing Applicant Authorized Representative or Applicant’s chief executive officer. DATED ____________________ ________________________________________________ (NAME OF ENTITY/APPLICANT) SIGNED BY: _______________________________________________ (Signature of official) _______________________________________________ (Printed name and title) ATTESTED BY: _______________________________________________ (Signature of official) _______________________________________________ (Printed name and title) *REQUIRED* PLACE OFFICIAL SEAL OF ENTITY HERE FOR INTERNAL USE ONLY APPROVED AND ACCEPTED: TEXAS SHORT TERM ASSET RESERVE FUND ………………………………………………………………………….… AUTHORIZED SIGNER V082011 Town Council Page 242 of 355 Meeting Date: Monday, May 5, 2014 INVESTMENT POLICY (CASH RESERVE FUND) The Premier Investment Service for Texas Local Governments Town Council Page 243 of 355 Meeting Date: Monday, May 5, 2014 TEXSTAR INVESTMENT POLICY 55658241.5 2 I. STATEMENT OF PURPOSE AND OBJECTIVE ORGANIZATION The Texas Short Term Asset Reserve Program (“TEXSTAR”) is a local government investment pool organized under the authority of the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the Public Funds Investment Act, Chapter 2256, Texas Government Code (the “PFIA”). TEXSTAR was created in April 2002 by contract among its participating governmental units and is governed by a board of directors (the “Board”). J.P. Morgan Investment Management Inc. (“JPMIM” or the “investment manager”) and First Southwest Company (“FSC”) serve as co-administrators for TEXSTAR under an agreement with the TEXSTAR board of directors (the “Board”). JPMIM provides investment management services, and FSC provides participant services and marketing. Custodial, fund accounting and depository services are provided by JPMorgan Chase Bank, N.A. and/or its subsidiary J.P. Morgan Investor Services Co. Transfer agency services are provided by Boston Financial Data Services, Inc. (“BFDS” or the “Transfer Agent”). Each of JPMIM, FSC, BFDS and JPMorgan Chase Bank, N.A. may provide certain services, including those described herein, through the use of subcontractors and/or delegates. OBJECTIVE The purpose of TEXSTAR is to offer a safe, efficient and liquid investment alternative to local governments in the State of Texas so that they may benefit from and realize a higher investment return by utilizing economies of scale and professional investment expertise. It is the policy of TEXSTAR to invest pooled assets in a manner which will provide for preservation and safety of principal and competitive investment returns while meeting the daily liquidity needs of the participants. Specifically, the primary investment objectives of TEXSTAR in order of priority are:  preservation of capital and protection of principal,  safety of funds and investments,  maintenance of sufficient liquidity,  diversification to avoid unreasonable or avoidable risks, and  yield. This Investment Policy establishes investment strategies, policies, and procedures intended to assure that these objectives are met. FUNDS The Board may establish separate Funds with separate investment portfolios within TEXSTAR from time to time. Initially, TEXSTAR will maintain a Cash Reserve Fund (also referred to as the “Fund”). Unless otherwise stated, this Investment Policy applies to the Cash Reserve Fund. Town Council Page 244 of 355 Meeting Date: Monday, May 5, 2014 TEXSTAR INVESTMENT POLICY 55658241.5 3 II. STANDARD OF CARE The TEXSTAR Cash Reserve Fund shall be designed and managed in accordance with the following prudent person standard of care: Investments shall be made with the judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital as well as the probable income to be derived. This prudent person standard shall apply to the management of all TEXSTAR Funds. III. AUTHORIZED INVESTMENTS The TEXSTAR Cash Reserve Fund shall be invested only in the following: GOVERNMENT SECURITIES The Fund may be invested in obligations of, unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States or its agencies or instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation, except the following: 1. Obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; 2. Obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest; 3. Collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and 4. Collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS The Fund may be invested in fully collateralized repurchase agreements having a defined termination date and secured by the delivery of cash or obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States or its agencies or instrumentalities, including mortgage-backed securities and obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation. TEXSTAR may also borrow against its investments through a reverse repurchase agreement meeting the foregoing standards and the other conditions described herein. The repurchase and reverse repurchase agreement transactions shall be placed only with primary government securities dealers, as recognized by the Federal Reserve or financial institutions doing business in the State of Texas. All such transactions must be governed by a master repurchase Town Council Page 245 of 355 Meeting Date: Monday, May 5, 2014 TEXSTAR INVESTMENT POLICY 55658241.5 4 agreement in form approved by The Securities Industry and Financial Market Association (“SIFMA”). MONEY MARKET MUTUAL FUNDS The Fund may be invested in no-load money market mutual funds which meet the requirements of the PFIA and which (1) are registered with and regulated by the United States Securities and Exchange Commission (SEC), (2) are rated “AAAm” or the equivalent by at least one nationally recognized statistical rating organization, (3) maintain a dollar-weighted average stated maturity of 90 days or fewer and a dollar-weighted average maturity of 60 days or fewer, (4) include in their investment objectives the maintenance of a stable net asset value of $1 per share, and (5) invest only in obligations of the United States, its agencies and/or instrumentalities or repurchase agreements collateralized by obligations of the United States, its agencies and/or instrumentalities. IV. PROHIBITED INVESTMENTS The TEXSTAR Cash Reserve Fund may not be invested in commercial paper. The TEXSTAR Cash Reserve Fund may not be invested in derivatives. For the purposes of this Investment Policy, the definition of derivatives includes instruments which have embedded features that alter their character or income stream or allow holders to hedge or speculate on a market or spreads between markets that are external to the issuer, or are not correlated on a one-to-one basis to the associated index or market. Prohibited derivatives include the following: 1. Arrangements in which an investor has swapped the natural cash flows or some portion of the natural cash flows of an instrument for a different set of cash flows (i.e., interest rate swaps). 2. Over-the-counter/exchange-traded options or futures (i.e., option contracts, futures contracts, etc.). 3. The following instruments: collateralized mortgage obligations, inverse floating rate notes, range index notes, non-money market index-based notes, dual index notes, index amortizing notes, inverse multi-index bonds, stepped inverse index bonds, and inverse index bonds. Instruments that are not considered derivatives by the preceding definition and are authorized investments, if described in Part III, are as follows: Treasury bills, Treasury notes, Treasury bonds, Treasury strips, repurchase agreements, agency notes with a defined maturity and fixed coupon rate, money market index variable rate notes (i.e., floating rate notes tied to money market indices such as three- or six-month Treasury bills, one-, three-, and six-month London Interbank Offering Rate Town Council Page 246 of 355 Meeting Date: Monday, May 5, 2014 TEXSTAR INVESTMENT POLICY 55658241.5 5 (“LIBOR”), federal funds, the one-year constant maturity Treasury rate, or a prime rate or a commercial paper composite rate) and step-up notes. In addition to commercial paper and derivatives, the TEXSTAR Cash Reserve Fund may not invest in certificates of deposit or any other investments that are not authorized by Part III. V. POLICY GUIDELINES AND STRATEGY PORTFOLIO STRUCTURE AND COMPOSITION The TexSTAR Cash Reserve Fund portfolio shall be designed and managed to ensure that it will meet all the requirements necessary to maintain a AAAm rating (or the equivalent) by a nationally recognized investment rating firm. The weighted average maturity of the TexSTAR Cash Reserve Fund portfolio shall be limited to: (1) a maximum sixty (60) days when calculated utilizing the period remaining until the date on which, in accordance with the terms of each security, the principal amount must unconditionally be paid, or in the case of a security called for redemption, the date on which the redemption payment must be made, and may utilize the interest rate reset date for variable rate notes (VRN) or floating rate securities; and (2) ninety (90) days or fewer as calculated taking into account the period remaining until the date on which, in accordance with the terms of each security, the principal amount must unconditionally be paid, or in the case of a security called for redemption, the date on which the redemption payment must be made, with a maximum final stated maturity for any obligation of, or securities that are guaranteed or insured by the United States, its agencies or instrumentalities limited to 397 days for fixed rate securities and 24 months for variable rate notes. All investments shall be purchased on a delivery versus payment (DVP) basis. Specific portfolio composition and maturity limitation guidelines shall be guided by the following general parameters. Portfolio Composition: The composition of the Fund shall be limited as follows. Limitations shall be applied by comparing the aggregate market value of the Fund’s investments as of the close of business on the day preceding purchase. Investments need not be sold to maintain continuing compliance with composition limits, unless required by TEXSTAR’s general investment objectives. US Government Securities, Agencies and Instrumentalities The Fund portfolio may be comprised of one hundred percent (100%) obligations of, unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States or its agencies or instrumentalities. Repurchase Agreements One hundred percent (100%) of the Fund may be invested in direct repurchase agreements. The continuing need for liquidity and the short-term profile of the portfolio dictates a high use of repurchase agreements. Term Repurchase Agreements Not more than percent (25%) in aggregate of the total market value of the Fund may be invested in term repurchase agreements. Term repurchase agreements will be used primarily to enhance portfolio return. Town Council Page 247 of 355 Meeting Date: Monday, May 5, 2014 TEXSTAR INVESTMENT POLICY 55658241.5 6 Reverse Repurchase Agreements TEXSTAR is permitted to enter into reverse repurchase agreements for investments in the Fund totaling not more than one third (1/3) of the value of the Fund’s total assets. Reverse repurchase agreements will be used primarily to enhance Fund return. Money Market Mutual Funds A maximum of ten percent (10%) of the Fund may be invested in any one money market mutual fund, and the Fund’s investment in any one money market mutual fund may not exceed ten percent (10%) of the total assets of that money market mutual fund. Variable Rate Notes A maximum of 60 percent (60%) of the Fund may be invested in eligible variable rate notes. Maturity Limitations: Government Securities, Agencies and Instrumentalities The maximum final stated maturity for any securities that are obligations of or guaranteed or insured by the United States government, its agencies or instrumentalities shall be limited to 397 days for fixed rate securities and 24 months for variable rate notes. Repurchase Agreements The maturity of direct repurchase agreements shall not exceed ninety-five (95) days unless the repurchase agreements have a put option that allows the fund to liquidate the position at par (principal plus accrued interest) with no more than 7 days notice to the counterparty. Reverse Repurchase Agreements Money received under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments. The authorized investments acquired must mature not later than the expiration date stated in the reverse repurchase agreement. The term of a reverse repurchase agreement may not exceed ninety (90) days. Money Market Mutual Funds Money market funds must have a weighted average maturity of sixty (60) days or less and a weighted average stated maturity of ninety (90) days or less. PURCHASERS All trades, purchases and sales transacted for TEXSTAR shall be done on a best execution basis. The broker-dealers used for TEXSTAR shall be those approved by the Board. COLLATERALIZATION AND SAFEKEEPING All repurchase agreements shall be fully collateralized as required by the PFIA. The market value of collateral shall be equal to at least one hundred and two percent (102%) of the total amount payable to TEXSTAR under the repurchase agreement, including accrued interest, and shall be checked daily. All book entry securities, whether purchased outright or under repurchase agreements, shall be held in a custodial account at the Federal Reserve Bank. The Custodian shall keep accurate records reflecting TEXSTAR’s ownership of the securities. Town Council Page 248 of 355 Meeting Date: Monday, May 5, 2014 TEXSTAR INVESTMENT POLICY 55658241.5 7 All securities not held in book entry form shall be held by the Custodian or its agent. Third party institutions must issue original safekeeping receipts to the Custodian. AUTHORIZED PERSONNEL The investment manager must deliver to TEXSTAR a written acknowledgment that the investment manager has received and reviewed the TEXSTAR Cash Reserve Fund Investment Policy and has implemented reasonable procedures and controls in an effort to preclude investment transactions that are not authorized by the Investment Policy. All investment manager personnel authorized to buy and sell investment instruments, send and receive securities, make fund transfers and other types of related investment transactions shall be directly supervised by senior management personnel of the investment manager. DOCUMENTATION Reasonable documentation and a thorough audit trail shall be maintained for all investment transactions. DIVERSIFICATION AND SUITABILITY The TEXSTAR Cash Reserve Fund portfolio shall be designed with the protection of principal and maintenance of sufficient liquidity to all participants as the highest priority. After consideration of safety and liquidity, the portfolio shall be designed to achieve a competitive rate of return for participants that meets or exceeds the yield on money market mutual funds with similar investment authority. The risk-return relationship shall be maintained and controlled through this Investment Policy and the TEXSTAR Operating Procedures. Adequate collateralization and delivery versus payment procedures shall be utilized at all times in an attempt to minimize risk. Diversification by market sector and security types, as well as maturity, may be used in an attempt to protect the TEXSTAR Cash Reserve Fund against market and credit risk as well as aiding in liquidity requirements. The portfolio shall be structured to benefit from anticipated market conditions and to achieve a reasonable return. Cash needs and cash expectations shall take priority in designing and structuring each Fund portfolio. Income and expenditure history shall be developed and continuously updated to determine the liquidity needs of the TEXSTAR Cash Reserve Fund. Reports of these cash flow needs shall be used to develop the maturity structure of each Fund to assure liquidity to all participants. In order to meet the anticipated liquidity needs, the portfolio shall be designed to ensure sufficient distribution of investments in liquid, short-term instruments. TEMPORARY CASH HOLDINGS To respond to unusual market conditions in a prudent manner, TEXSTAR may be required to hold all or most of its total assets in cash, including for the purpose of assuring sufficient liquidity or due to the lack of eligible securities, among other circumstances. This may result in a lower yield and prevent the Fund portfolio from meeting all its investment objectives. Town Council Page 249 of 355 Meeting Date: Monday, May 5, 2014 TEXSTAR INVESTMENT POLICY 55658241.5 8 DISTRIBUTION OF GAINS AND LOSSES So long as the Fund continues to utilize amortized accounting, all gains or losses from the sale of, and all other income received from, securities held in the TEXSTAR Cash Reserve Fund shall be distributed among its participants in proportion to their day-weighted units in the Fund and generally are amortized over a period of up to thirty (30) days from the date on which the gain, loss, or income is realized or received. CONSTANT DOLLAR OBJECTIVE The objective of the TEXSTAR Cash Reserve Fund is to maintain a stable value of $1.00 per unit (rounded to the nearest whole cent). Although all securities in the portfolio shall be marked to market daily using the fair value method, amortized cost, which generally approximates the market value of securities, has been deemed to be a proxy for fair value. If, upon a daily calculation, the investment manager finds that the deviation between the amortized cost and market-determined values or the deviation between market-determined values and $1.00 per unit of the Portfolio’s assets exceeds $0.0030, it shall promptly notify the Board. In the event that the deviation from amortized cost or the deviation between market-determined values and $1.00 per unit exceeds $0.0040, the Board shall direct the investment manager to take such action, if any, as it determines is necessary to eliminate or reduce to the extent reasonably practicable any dilution or unfair results to existing participants. Notwithstanding the foregoing, absent contrary instructions from the Board, the investment manager shall cause the subject investments to be sold promptly to attempt to bring the deviation back within the desired value band. However, the $1.00 per unit value is not guaranteed or insured by TEXSTAR or the Co- Administrators. There can be no assurance that the Fund portfolio will maintain a stable net asset value of $1.00. The Board, in its discretion, may elect to cease utilization of amortized accounting and to utilize the fair value method at any time. To the extent that the Board elects to utilize a net asset value per share determined by using available market quotations in lieu of amortized accounting, the Fund will reflect market fluctuations and any unrealized gains and losses resulting from those fluctuations on a daily basis. MONITORING MARKET PRICE AND RATINGS Through one or both of the co-administrators, TEXSTAR shall account for all Fund transactions and shall mark to market the Fund portfolio holdings of TEXSTAR on a daily basis through the use of independent or affiliated commercial pricing services or third party broker-dealers. The market prices shall be checked daily for current data and validity of information. In addition, a reasonability test shall be performed in order to determine if the prices received are within a set tolerance range. In the event that any of the prices fall outside of the set tolerance range, then these prices shall be investigated. The investment manager will periodically monitor the credit ratings of the investments in which the Fund invests and, to the extent required under the PFIA, shall take all prudent measures to liquidate any investments of the Fund that fail to meet any minimum rating requirement for such investments set forth in the PFIA. Town Council Page 250 of 355 Meeting Date: Monday, May 5, 2014 TEXSTAR INVESTMENT POLICY 55658241.5 9 VI. ADMINISTRATIVE CONSIDERATIONS PARTICIPATION AGREEMENTS Each participant must have a fully executed application on file with TEXSTAR before investing in TEXSTAR. DEPOSIT AND WITHDRAWAL DEADLINES See separate TEXSTAR Operating Procedures for detailed deposit and withdrawal deadlines. REPORTING AND DISCLOSURE Each participant must obtain and should review the TEXSTAR Cash Reserve Fund Information Statement before investing. TEXSTAR will furnish investment confirmations and a monthly report disclosing certain information to participants in accordance with the Texas Public Funds Investment Act. Additional information is available on the TEXSTAR web site, www.texstar.org, or by calling TEXSTAR Participant Services at 1-800-TEXSTAR (1-800-839-7827). TEXSTAR is audited annually by an independent auditor. AUTHORIZED DEALERS The investment manager shall maintain a list of primary dealers and brokers authorized to provide investment services to TEXSTAR. ETHICS AND CONFLICTS OF INTEREST The investment manager may order the purchase of investments from either co-administrator or affiliates only on terms and conditions approved by a majority of the Participant members of the Board. In addition, employees of the co-administrators shall refrain from personal business activity that conflicts with the proper execution and management of the TEXSTAR program or that could impair their ability to make impartial decisions. Each co-administrator shall implement policies and procedures to comply with these restrictions and shall promptly report any material non-compliance to the Board. Subject to the foregoing, agents, advisors and contractors providing services in connection with the custody, management and investment of public funds under a contract with the Board must at all times avoid any actual or apparent conflict of interest with respect to the custody, management and investment of public funds. For purposes of this investment policy, a conflict of interest refers to any situations in which the duties of an agent, advisor or contractor under its contract with the Board are or may become inconsistent with the interests or other duties of the agent, advisor or contractor. August 2013 Town Council Page 251 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1134-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/28/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with LOGIC Investment Pool; and providing an effective date. Attachments:Staff Report - LOGIC Investment Pool.pdf RES 2014-14 LOGIC Investment Pool.pdf Exhibit A - LOGIC Enrollment Packet 2014.pdf LOGIC Participation Agreement.pdf LOGIC Investment Policy.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with LOGIC Investment Pool; and providing an effective date. Town Council Page 252 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Steven Glickman, Director of Finance CC: Mike Slye, Town Manager Tammy Ard, Town Secretary Re: LOGIC Investment Pool Town Council Meeting, Monday, May 5, 2014 Agenda Item: Consider and take appropriate action regarding a Resolution of the Town Council authorizing the Town to invest funds with LOGIC Investment Pool; and providing an effective date. Explanation: LOGIC Investment Pool is a public funds investment pool in Texas that adheres to the requirements of the Public Funds Investment Act. LOGIC is one of two investment pools managed and operated by J.P. Morgan Investment Management and First Southwest (TexStar being the other). LOGIC maintains a rating of AAAm with Standard and Poor’s, which is the highest rating available. LOGIC does invest in high grade Commercial Paper unlike TexStar. Currently the Town houses the vast majority of its investments at TexPool. Investing funds in LOGIC would diversify the Town’s portfolio while maintaining preservation of principal and liquidity. Attachments: • Resolution 2014-14 • Exhibit A - LOGIC Enrollment Packet 2014 • LOGIC Participation Agreement • LOGIC Investment Policy Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Town Council Page 253 of 355 Meeting Date: Monday, May 5, 2014 Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: Staff recommends Council approval of Resolution 2014-14 authorizing the Town to invest funds with LOGIC Investment Pool. Town Council Page 254 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2014-14 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, APPROVING AND AUTHORIZING EXECUTION OF AN INTERLOCAL AGREEMENT FOR PARTICIPATION IN A PUBLIC FUNDS INVESTMENT COOPERATIVE (THE “COOPERATIVE”), DESIGNATING THE BOARD OF DIRECTORS OF THE COOPERATIVE AS AN AGENCY AND INSTRUMENTALITY TO SUPERVISE THE COOPERATIVE, APPROVING INVESTMENT POLICIES OF THE COOPERATIVE, APPOINTING AUTHORIZED REPRESENTATIVES AND DESIGNATING INVESTMENT OFFICERS. WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the “Interlocal Act”), permits any “local government” to contract with one or more other “local governments” to perform “governmental functions and services,” including investment of public funds (as such phrases are defined in the Interlocal Act); WHEREAS, the Interlocal Act authorizes the contracting parties to any interlocal agreement to contract with agencies of the State of Texas, within the meaning of Chapter 771 of the Government Code, WHEREAS, the Act permits the contracting parties to any interlocal agreement to create an administrative agency to supervise the performance of such interlocal agreement and to employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of such interlocal agreement; WHEREAS, the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as amended (the “PFIA”), authorizes the entities described in Subsection (a) of the PFIA to invest their funds in an eligible public funds investment pool, and the Local Government Investment Cooperative intends to become and remain an eligible public funds investment pool, under the terms and conditions set forth in PFIA; WHEREAS, Town of Trophy Club (the “Government Entity”) desires to enter into that certain Interlocal Agreement (the “Agreement”), a copy of which is presented with this Resolution and is incorporated herein by reference, and to become a participant in a public funds investment pool created there under and under PFIA, to be known as Local Government Investment Cooperative (the “Cooperative”); WHEREAS, the Government Entity is a Government Entity as defined in the Agreement; and Town Council Page 255 of 355 Meeting Date: Monday, May 5, 2014 WHEREAS, the Government Entity desires to cause administration of the Cooperative to be performed by a board of directors (the “Board”), which shall be an administrative agency created under the Interlocal Act; and WHEREAS, the Government Entity desires to designate the Board as its agency and instrumentality with authority to supervise performance of the agreement, employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of the Agreement; WHEREAS, each capitalized term used in this Resolution and not otherwise defined has the same meaning assigned to it in the Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. The Agreement is hereby approved and adopted and, upon execution thereof by an Authorized Representative (defined below) and receipt of the Government Entity’s application to join the Cooperative by the Administrator, the Government Entity shall become a Participant in the Cooperative for the purpose of investing its available funds therein from time to time in accordance with its terms. Section 2. The Board is hereby designated as an agency and instrumentality of the Government Entity, and the Board shall have the authority to supervise performance of the Agreement and the Cooperative, employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of the Agreement. Section 3. The investment policies of the Cooperative, as set forth in the document entitled Investment Policies, as summarized in the Information Statement, and as may be amended from time to time by the Board, are hereby adopted as investment policies of the Government Entity with respect to money invested in the Cooperative, and any existing investment policies of the Government Entity in conflict therewith shall not apply to investments in the Cooperative. Section 4. The following officers, officials or employees of the Government Entity are hereby designated as “Authorized Representatives” within the meaning of the Agreement, with full power and authority to: execute the Agreement, an application to join the Cooperative and any other documents required to become a Participant; deposit money to and withdraw money from the Government Entity’s Cooperative account from time to time in accordance with the Agreement and the Information Statement; to agree to the terms for use of the website for online transactions and take all other actions deemed necessary or appropriate for the investment of funds of the Government Entity: 1. Name: _Steven Glickman ___________ Title: _Director of Finance _________ Signature: ________________________ Phone: _682-831-4616 ___________ Town Council Page 256 of 355 Meeting Date: Monday, May 5, 2014 Email: _sglickman@trophyclub.org____ 2. Name: _Stephen Seidel_____________ Title: _Assistant Town Manager_______ Signature: ________________________ Phone: _682-831-4606 ___________ Email: _sseidel@trophyclub.org ____ In accordance with Cooperative procedures, an Authorized Representative shall promptly notify the Cooperative in writing of any changes in who is serving as Authorized Representatives. Section 5. {Required} List the name of the Authorized Representative listed above that will be designated as the Primary Contact and will receive all LOGIC correspondence including transaction confirmations and monthly statements Name: _Steven Glickman_____________________________________________ Section 6. {Optional} In addition, the following additional Participant representative (not listed above) is designated as an Inquiry Only Representative authorized to obtain account information: 3. Name: _April Ezell _______________ Title: _Chief Financial Analyst _______ Signature: ________________________ Phone: _682-831-4617 ___________ Email: _aezell@trophyclub.org ____ Applicant may designate other authorized representatives by written instrument signed by an existing Applicant Authorized Representative or Applicant’s chief executive officer. Section 7. {Required} Taxpayer Identification Number. Applicant’s taxpayer identification number is 75-2047474. Section 8. {Required} Contact Information. Applicant primary mailing address: Town of Trophy Club 100 Municipal Drive Trophy Club, TX 76262 Applicant physical address (if different): Town Council Page 257 of 355 Meeting Date: Monday, May 5, 2014 Town of Trophy Club 100 Municipal Drive Trophy Club, TX 76262 Applicant main phone number: 682-831-4600 Applicants main fax number: 817-491-9312 In addition to the foregoing Authorized Representatives, each Investment Officer of the Cooperative appointed by the Board from time to time is hereby designated as an investment officer of the Government Entity and, as such, shall have responsibility for investing the share of Cooperative assets representing funds of the Government Entity. Each depository and custodian appointed by the Board from time to time are hereby designated as a depository and custodian of the Government Entity for purposes of holding the share of Cooperative assets representing funds of the Government Entity. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, on this 5th day of May, 2014. Connie White, Mayor Town of Trophy Club, Texas ATTEST: APPROVED AS TO FORM: Tammy Ard, Town Secretary Patricia A. Adams, Town Attorney Town of Trophy Club, Texas Town of Trophy Club, Texas Town Council Page 258 of 355 Meeting Date: Monday, May 5, 2014 EXHIBIT A LOGIC Enrollment Packet 2014 Town Council Page 259 of 355 Meeting Date: Monday, May 5, 2014 Welcome to LOGIC, the premier investment service for Texas local governments LOGIC was created by Texas local government officials with a distinct understanding of the specific needs and challenges of investing public funds. LOGIC is administered by First Southwest Company and JPMorgan Asset Management. Together, these organizations bring to the LOGIC program the powerful partnership of two leaders in financial services with a proven track record in local government investment pool management. LOGIC is a conservatively managed investment vehicle, rated AAAm by Standard & Poor’s and operated in full compliance with the Texas Public Funds Investment Act. LOGIC invests in U.S. treasury and agency securities, repurchase agreements fully collateralized with U.S. treasury and agency securities and highly rated commercial paper. LOGIC participants have access to a Texas-based personalized customer service staff with extensive experience in servicing state and local government entities. In addition, LOGIC utilizes a proven operating platform providing internet transaction systems with extended transaction deadlines until 4 p.m. for same and next day settlement. We look forward demonstrating how LOGIC will fulfill and enhance your cash management needs. LOGIC Participant Services First Southwest Company 325 North St. Paul Street, Suite 800 Dallas, Texas 75201 1-800-895-6442 www.logic.org E-mail: logic@firstsw.com Town Council Page 260 of 355 Meeting Date: Monday, May 5, 2014 LOGIC Participant Services ▪ 325 North St Paul Street, Suite 800 ▪ Dallas, Texas 75201 Phone: 1-800- TX-LOGIC ▪ 1-800-895-6442 ▪ www.logic.org LOGIC ENROLLMENT STEPS ________________________________________________________________________ In order for a governmental entity to enroll in LOGIC, the following procedures should be performed. 1. Submit the LOGIC Resolution to the entity’s governing body for approval. 2. Complete the LOGIC Additional Party Agreement which is the last page of the LOGIC Participation Agreement. This document should be signed by the head of the entity’s governing body. 3. Complete a LOGIC Bank Instruction Form for each account to be opened. 4. Send all completed documentation with original signatures and an approved investment policy of the enrolling entity to: LOGIC Participant Services First Southwest Company 325 North St Paul Street, Suite 800 Dallas, Texas, 75201 5. Enrollment documentation will ordinarily be processed within five (5) business days of receipt. Town Council Page 261 of 355 Meeting Date: Monday, May 5, 2014 SAMPLE AGENDA LANGUAGE Short versions: (1) Approval of LOGIC Investment Pool as an Authorized Investment OR (2) Approval of Application for Participation in the Local Government Investment Cooperative (LOGIC) Long version: (1) Recommendation to Approve an Application for Participation in the Local Government Investment Cooperative (LOGIC). Included in the agenda exhibit is information pertaining to the application. It is recommended that the Board approve the application as submitted to provide an additional investment option emphasizing safety, liquidity and diversification. Town Council Page 262 of 355 Meeting Date: Monday, May 5, 2014 1 Local Government Investment Cooperative Resolution RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF AN INTERLOCAL AGREEMENT FOR PARTICIPATION IN A PUBLIC FUNDS INVESTMENT COOPERATIVE (THE “COOPERATIVE”), DESIGNATING THE BOARD OF DIRECTORS OF THE COOPERATIVE AS AN AGENCY AND INSTRUMENTALITY TO SUPERVISE THE COOPERATIVE, APPROVING INVESTMENT POLICIES OF THE COOPERATIVE, APPOINTING AUTHORIZED REPRESENTATIVES AND DESIGNATING INVESTMENT OFFICERS. WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the “Interlocal Act”), permits any “local government” to contract with one or more other “local governments” to perform “governmental functions and services,” including investment of public funds (as such phrases are defined in the Interlocal Act); WHEREAS, the Interlocal Act authorizes the contracting parties to any interlocal agreement to contract with agencies of the State of Texas, within the meaning of Chapter 771 of the Government Code, WHEREAS, the Act permits the contracting parties to any interlocal agreement to create an administrative agency to supervise the performance of such interlocal agreement and to employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of such interlocal agreement; WHEREAS, the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as amended (the “PFIA”), authorizes the entities described in Subsection (a) of the PFIA to invest their funds in an eligible public funds investment pool, and the Local Government Investment Cooperative intends to become and remain an eligible public funds investment pool, under the terms and conditions set forth in PFIA; WHEREAS,__________________________________________________________ (the “Government Entity”) desires to enter into that certain Interlocal Agreement (the “Agreement”), a copy of which is presented with this Resolution and is incorporated herein by reference, and to become a participant in a public funds investment pool created thereunder and under PFIA, to be known as Local Government Investment Cooperative (the “Cooperative”); WHEREAS, the Government Entity is a Government Entity as defined in the Agreement; and WHEREAS, the Government Entity desires to cause administration of the Cooperative to be performed by a board of directors (the “Board”), which shall be an administrative agency created under the Interlocal Act; and WHEREAS, the Government Entity desires to designate the Board as its agency and instrumentality with authority to supervise performance of the agreement, employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of the Agreement; WHEREAS, each capitalized term used in this Resolution and not otherwise defined has the same meaning assigned to it in the Agreement; NOW, THEREFORE, BE IT RESOLVED: 1. The Agreement is hereby approved and adopted and, upon execution thereof by an Authorized Representative (defined below) and receipt of the Government Entity’s application to join the Cooperative by the Administrator, the Government Entity shall become a Participant in the Cooperative for the purpose of investing its available funds therein from time to time in accordance with its terms. 2. The Board is hereby designated as an agency and instrumentality of the Government Entity, and the Board shall have the authority to supervise performance of the Agreement and the Cooperative, employ personnel and engage in other administrative activities and provide other administrative services necessary to execute the terms of the Agreement. Town Council Page 263 of 355 Meeting Date: Monday, May 5, 2014 2 3. The investment policies of the Cooperative, as set forth in the document entitled Investment Policies, as summarized in the Information Statement, and as may be amended from time to time by the Board, are hereby adopted as investment policies of the Government Entity with respect to money invested in the Cooperative, and any existing investment policies of the Government Entity in conflict therewith shall not apply to investments in the Cooperative. 4. The following officers, officials or employees of the Government Entity are hereby designated as “Authorized Representatives” within the meaning of the Agreement, with full power and authority to: execute the Agreement, an application to join the Cooperative and any other documents required to become a Participant; deposit money to and withdraw money from the Government Entity’s Cooperative account from time to time in accordance with the Agreement and the Information Statement; to agree to the terms for use of the website for online transactions and take all other actions deemed necessary or appropriate for the investment of funds of the Government Entity: 1. Name: ________________________________________ Title: _______________________________________ Signature: ____________________________________ Phone: ______________________________________ Email: _____________________________________ 2. Name: ________________________________________ Title: _______________________________________ Signature: ____________________________________ Phone: ______________________________________ Email: _____________________________________ 3. Name: ________________________________________ Title: _______________________________________ Signature: ____________________________________ Phone: ______________________________________ Email: _____________________________________ 4. Name: ________________________________________ Title: _______________________________________ Signature: ____________________________________ Phone: ______________________________________ Email: ______________________________________ In accordance with Cooperative procedures, an Authorized Representative shall promptly notify the Cooperative in writing of any changes in who is serving as Authorized Representatives. 5. {Required} List the name of the Authorized Representative listed above that will be designated as the Primary Contact and will receive all LOGIC correspondence including transaction confirmations and monthly statements Name: _____________________________________________________________________ 6. {Optional} In addition, the following additional Participant representative (not listed above) is designated as an Inquiry Only Representative authorized to obtain account information: Name: ________________________________________ Title: ________________________________________ Signature: ____________________________________ Phone: _______________________________________ Email: _____________________________________ Applicant may designate other authorized representatives by written instrument signed by an existing Applicant Authorized Representative or Applicant’s chief executive officer. Town Council Page 264 of 355 Meeting Date: Monday, May 5, 2014 3 7. {Required} Taxpayer Identification Number. Applicant’s taxpayer identification number is _______________________________ 8. {Required} Contact Information. Applicant primary mailing address: ___________________________________________________________________________ Applicant physical address (if different): ___________________________________________________________________________ Applicant main phone number: ___________________________________________________________________________ Applicants main fax number: ___________________________________________________________________________ In addition to the foregoing Authorized Representatives, each Investment Officer of the Cooperative appointed by the Board from time to time is hereby designated as an investment officer of the Government Entity and, as such, shall have responsibility for investing the share of Cooperative assets representing funds of the Government Entity. Each depository and custodian appointed by the Board from time to time are hereby designated as a depository and custodian of the Government Entity for purposes of holding the share of Cooperative assets representing funds of the Government Entity. PASSED AND APPROVED this ____________ day of ______________________, 20______ By: ______________________________ Attest: _______________________________ ______________________________ _______________________________ Printed Name and Title Printed Name and Title OFFICIAL SEAL OF PARTICIPANT (*REQUIRED*) Town Council Page 265 of 355 Meeting Date: Monday, May 5, 2014 Local Government Investment Cooperative (LOGIC) Participation Agreement THIS PARTICIPATION AGREEMENT (together with any amendments and supplements, referred to as this “Agreement”) dated as of March 1, 1999 is made and entered into by and among each of those government entities initially executing this Agreement and any other government entity that is eligible and becomes a party hereto (collectively, the “Participants”). WHEREAS, the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as amended (the “PFIA”) authorizes the entities described in the PFIA to invest their funds in an eligible public funds investment pool; WHEREAS, each of the Participants qualifies as an entity described in the PFIA; WHEREAS, the Participants desire to establish and maintain a public funds investment pool for the purpose of pooling their local funds for joint investment in accordance with the PFIA and the terms hereof and providing assistance to each other on investment alternatives and on other issues of concern to the Participants; WHEREAS, the Participants desire that the public funds investment pool be entitled Local Government Investment Cooperative (the “Cooperative”) and the Cooperative be managed and operated by a board of directors, which shall be an advisory board under the PFIA; WHEREAS, each of the Participants has duly taken all official action necessary and appropriate to become a party to this Agreement, including the adoption of a rule, order, ordinance, or resolution, as appropriate; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Participants mutually agree as follows: ARTICLE I Definitions and Rules of Construction Section 1.01. Definitions. Except as otherwise provided in this Agreement, the capitalized terms used herein shall have the following meanings unless the context otherwise requires: Account - any account established by a Participant. Additional Party Agreement - a document substantially in the form attached hereto as an Appendix which, when attached to a copy of this Agreement and executed by an Authorized Representative of a Government Entity, constitutes a valid and binding counterpart of this Agreement and results in the Government Entity becoming a party to this Agreement. Administrator - Any person, firm or organization approved by the Board and under contract to provide administrative assistance in connection with the management and operation of the Cooperative. Advisor - The registered investment advisor or advisors selected by or at the direction of the Board to provide advice regarding investment of Cooperative assets pursuant to this Agreement and subject to applicable law. Town Council Page 266 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 2 Local Government Investment Cooperative (LOGIC) Participation Agreement Authorized Investments - those investments which are authorized from time to time to be purchased, sold and invested in under PFIA or other applicable law and further defined in the Investment Policies. Authorized Representative - an individual authorized to execute documents and take other necessary actions, pursuant to this Agreement, on behalf of a Government Entity or other person, firm or organization, as evidenced by a duly adopted resolution or bylaw of the governing body of such Government Entity or other person, firm or organization, a certified copy of which is on file with the Administrator. In the case of a Government Entity that is a combination of political subdivisions under the Act, the Authorized Representatives of any administrative agency appointed by such combination of political subdivisions shall be deemed to be Authorized Representatives for such Government Entities. Board - the governing body of the Cooperative, known as The Board of Directors of Local Government Investment Cooperative. Bylaws - the bylaws adopted by the Board, as the same may be amended from time to time, subject to the requirements of this Agreement. Cooperative - the public funds investment cooperative created pursuant to this Agreement. Custodian - any person, firm or organization selected by or at the direction of the Board to have custody of all money, investments and other assets of the Cooperative pursuant to this Agreement and subject to applicable law. General Manager - any person, firm or organization which has contracted with the Board to provide general management services to the Board. Government Entity - a local government of the State of Texas, as defined in the PFIA, a state agency, as defined in the PFIA, and a nonprofit corporation acting on behalf of a local government or a state agency, including but not limited to an incorporated city or town, a county, a public school district, a district or authority created under art. III, Section 52(b)(1) or (2) of the Texas Constitution, or art. XVI, Section 59 of the Texas Constitution, an institution of higher education as defined by Section 61.003 of the Education Code, a hospital district, or a fresh water supply district. Information Statement - the information statement or any other document distributed to Participants and potential Participants to provide them with a description of the management and operation of the Cooperative, as the same may be amended from time to time, subject to the requirements of this Agreement. Interlocal Act - the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as the same may be amended from time to time. Investment Officer - one or more officers or employees of the Board designated as investment officers by the Board. Investment Policies - the written Investment Policies adopted and approved by the Board governing investment and management of Cooperative assets of different Portfolios, as the same may be amended from time to time, subject to the requirements of this Agreement. Marketing Representative - any person, firm or organization authorized by the Board to promote the Cooperative. Town Council Page 267 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 3 Local Government Investment Cooperative (LOGIC) Participation Agreement Participants - the Government Entities that are the initial parties to this Agreement and the Government Entities which subsequently become parties to this Agreement. PFIA - the Public Funds Investment Act, Chapter 2256, Texas Government Code, as the same may be amended from time to time. Portfolio - a portfolio of assets in the Cooperative which are held separate from other assets of the Cooperative and which are invested with a defined investment objective which may be different from other Portfolios in the Cooperative, and in which a Participant may elect to invest its funds. State - the State of Texas. Units - equal proportionate units of undivided beneficial interest in the assets of the Cooperative or of any Portfolio of the Cooperative from time to time, including fractions of units as well as whole units. Section 1.02. General Rules of Construction. (a) Whenever in this Agreement the context requires: (1) a reference to the singular number shall include the plural and vice versa; and (2) a word denoting gender shall be construed to include the masculine, feminine, and neuter. (b) The titles given to any article or section of this Agreement are for convenience only and are not intended to modify the article or section. ARTICLE II Creation of the Cooperative; Purpose and Objective Section 2.01. Creation of the Board. (a) The initial Participants hereby agree to jointly invest their funds in a public funds investment pool, to be known as Local Government Investment Cooperative (the “Cooperative”) and to create and establish a board of directors of the Cooperative (the “Board”), as an advisory board pursuant to the PFIA and an administrative agency pursuant to the Interlocal Act, to supervise the Cooperative. (b) The Participants delegate to the Cooperative through its Board, the authority to hold legal title to and manage all money, investments and other assets transferred to or acquired by the Cooperative pursuant to this Agreement. (c) The Board shall have the authority to employ personnel, engage in other administrative activities and provide other administrative services necessary to accomplish the purpose of this Agreement. Section 2.02. Purpose and Objective. (a) The first purpose of the Cooperative is to provide Government Entities with a variety of investment vehicles to best suit their investment needs, with each Portfolio tailored to meet a specific investment need. Town Council Page 268 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 4 Local Government Investment Cooperative (LOGIC) Participation Agreement (b) The second purpose of the Cooperative is to provide Government Entities with a forum for discussion of, and to provide education concerning, investments and other issues of concern in public finance. In all cases, however, the Cooperative will have the following investment objectives in order of priority: safety of principal; liquidity in accordance with the operating requirements of the Participants; and the highest rate of return. (c) In order to accomplish the Cooperative’s objective, each Participant agrees that the money transferred to a Portfolio within the Cooperative will be commingled with other money transferred to the Portfolio by other Participants for the purpose of making Authorized Investments, subject to the terms of this Agreement, the Investment Policies and applicable law, thereby taking advantage of investment opportunities and cost benefits available to larger investors. ARTICLE III Cooperative Administration Section 3.01. The Board and the Bylaws (a) The business and affairs of the Cooperative shall be managed by the Board as governing body of the Cooperative. (b) The Board is authorized to adopt Bylaws which shall set forth, among other things, the initial Board members, the procedures governing the selection of the members of the Board, the procedure for holding meetings, the election of officers, and other matters necessary or desirable for governance by the Board, and the right of the Board, the General Manager, and other consultants to be indemnified for damages arising from their actions in connection with the Cooperative. By executing this Agreement, the Participant consents to the Bylaws. By maintaining funds in the Cooperative after any amendment to the Bylaws becomes effective, the Participant consents to the Bylaws, as amended. The Board has the right to amend any term or provision of the Bylaws, provided that notice is sent to each Participant at least 30 days prior to the effective date of any change which, in the opinion of the Board, is a material change to the Bylaws. Section 3.02. Powers and Duties of the Board. (a) Subject to applicable law and the terms of this Agreement, the Board shall have full and complete power to take all actions, do all things and execute all instruments as it deems necessary or desirable in order to carry out, promote or advance the investment objective, interests and purposes of the Cooperative to the same extent as if the Board was the sole and absolute owner of the Cooperative. (b) The Board shall adopt and maintain Investment Policies, consistent with the general objective of the Cooperative, which shall provide more detailed guidelines for investment and management of Cooperative assets. By executing this Agreement, the initial Participants consent to the proposed Investment Policies, and the subsequent Participants consent to the Investment Policies then in effect. By maintaining funds in the Cooperative after any amendment to the Town Council Page 269 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 5 Local Government Investment Cooperative (LOGIC) Participation Agreement Investment Policies becomes effective, the Participant has consented to the Investment Policies, as amended. The Board shall, subject to the terms of this Agreement, have the authority to amend any term or provision of the Investment Policies, provided that notice is sent to each Participant at least 30 days prior to the effective date of any change which, in the opinion of the Board, will have a material effect on such Participant’s investment in the Cooperative. (c) The Board shall adopt and maintain Operating Procedures, which shall provide more detailed information on the procedures for depositing and withdrawing funds from the Cooperative. By executing this Agreement, the initial Participants consent to the proposed Operating Procedures, and the subsequent Participants consent to the Operating Procedures then in effect. By maintaining funds in the Cooperative after any amendment to the Operating Procedures becomes effective, the Participant has consented to the Operating Procedures, as amended. The Board shall, subject to the terms of this Agreement, have the authority to amend any term or provision of the Operating Procedures provided that notice is sent to each Participant at least 30 days prior to the effective date of any change which, in the opinion of the Board, will have a material effect on such Participant’s investment in the Cooperative. (d) The Board shall designate one or more Investment Officers for the Cooperative who shall be responsible for the investment of Cooperative assets. (e) The Board shall prepare, or direct the preparation of an Information Statement that describes how the Cooperative will operate in accordance with the terms of this Agreement and the Investment Policies. Subject to the terms of this Agreement and the Investment Policies, the Information Statement may be amended or supplemented, notice of which will be provided to Participants in accordance with the disclosure requirements of the PFIA. (f) The Board shall, subject to the limitations established in the Investment Policies, have full and complete power and authority to appoint a general manager and any other service providers deemed necessary or helpful in the operation of the Cooperative. (g) The Board shall provide, through peer review, seminars, computer mail systems, or other means, information and educational opportunities to Participants on investing and on other issues in the area of public finance. (h) The Board shall have full and complete power to use, or direct the use of, Cooperative assets for the following purposes: (1) incur and pay any expenses which, in its opinion, are necessary or incidental to or proper for carrying out any of the purposes of this Agreement; (2) reimburse others for the payment thereof; (3) pay appropriate compensation or fees to persons with whom the Cooperative has contracted or transacted business; and (4) charge a Participant’s Account for any special fees or expenses related specifically to transactions in such Account. (i) The Board shall have full power to compromise, arbitrate, or otherwise adjust claims in favor of or against the Cooperative. Town Council Page 270 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 6 Local Government Investment Cooperative (LOGIC) Participation Agreement (j) The Board shall cause financial statements to be prepared and maintained for the Cooperative and for such statements to be audited annually by an independent certified public accounting firm. (k) The Board may appoint a General Manager to perform managerial services for the Cooperative, provided that the Board shall continue to oversee the operation and management of the Cooperative and shall have the authority to direct the General Manager to take or not take specific action on behalf of the Cooperative. (l) The enumeration of any specific power or authority herein shall not be construed as limiting the general power and authority of the Board over the Cooperative. Section 3.03. Liability. (a) Neither the Board, the Investment Officers, nor any officers, employees or board members of any of the forgoing shall be held liable for any action or omission to act on behalf of the Cooperative or the Participants unless caused by such person’s willful misconduct. The Cooperative shall indemnify and hold harmless (either directly or through insurance) any person referred to in this Section, to the extent permitted by law, for any and all litigation, claims or other proceedings, including but not limited to reasonable attorney fees, costs, judgments, settlement payments and penalties arising out of the management and operation of the Cooperative, unless the litigation, claim or other proceeding resulted from the willful misconduct of such person. (b) Neither the General Manager, the Marketing Representative, the Administrator, the Advisor, the Subadvisor, the Custodian, nor their affiliates, officers, employees or board members shall be held liable for any action or omission to act on behalf of the Cooperative or the Participants unless such person failed to meet the standard of care required under its agreement relating to the Cooperative or acted with willful misconduct. The Cooperative shall indemnify and hold harmless (either directly or through insurance) any person referred to in this Section, to the extent permitted by law, for any and all litigation, claims or other proceedings, including but not limited to reasonable attorney fees, costs, judgments, settlement payments and penalties arising out of the management and operation of the Cooperative, unless the litigation, claim, or other proceeding is adjudicated to have resulted from such person’s failure to meet the standard of care required under its agreement relating to the Cooperative or its willful misconduct. (c) The indemnification provisions are described in more detail in the Bylaws. ARTICLE IV Participation in the Cooperative Section 4.01. Eligibility. In order for a Government Entity to become a Participant and transfer money into the Cooperative, each of the following conditions must be satisfied: (a) The Government Entity must adopt a resolution (1) authorizing it to become a Participant and approving this Agreement, (2) acknowledging the Board’s power Town Council Page 271 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 7 Local Government Investment Cooperative (LOGIC) Participation Agreement to supervise the Cooperative, (3) approving the investment policies of the Cooperative (as amended from time to time by the Board) and directing that any conflicting local investment policies shall not apply to Cooperative investments of the Participant, (4) designating Authorized Representatives of the Participant, (5) designating the Investment Officers appointed from time to time by the Board as the Participant’s investment officers who shall be responsible for investing the share of Cooperative assets representing local funds of the Participant, (6) designating the depository and custodian appointed from time to time by the Board as the Government Entity’s depository and custodian for purposes of holding the share of Cooperative assets representing funds of the Government Entity, and consenting to the terms and conditions specified on the website in order to use the online transaction system; and (b) The Government Entity must become a party to this Agreement by executing an Additional Party Agreement and delivering the same to the Cooperative, together with a certified copy of the resolution referred to in subsection (a) of this Section, an application in form and substance satisfactory to the Board, and such other information as may be required by the Board. (c) No entity except a Government Entity may be a Participant. The Board shall have sole discretion to determine whether a Government Entity is eligible under Texas law to be a Participant and to designate categories of Government Entities eligible to be Participants in any Portfolio of the Cooperative. Section 4.02. Participant Accounts. (a) While available local funds of Participants may be commingled for purposes of common investment and operational efficiency, one or more separate Accounts for each Participant in each Portfolio in the Cooperative designated by the Participant will be established in accordance with the Participant’s application to join the Cooperative and maintained by the Cooperative. (b) Each Participant shall own an undivided beneficial interest in the assets in the Portfolios in which it invests, calculated as described in the Investment Policies. (c) The Participant agrees that all Cooperative fees shall be directly and automatically assessed and charged against the Participant’s Account. The basic services fee shall be calculated as a reduction in the daily income earned and only the net income shall be credited to the Participant’s Account. Fees for special services shall be charged to each Participant’s Account as they are incurred or performed. Use of Cooperative assets for fees shall be made from current revenues available to the Participant. Section 4.03. Reports. The Cooperative shall submit a written report a least once per month to each Participant. Such report will indicate: (1) the balance in each Account of a Participant as of the date of such report, (2) yield information, (3) all account activity since the previous report, and (4) other information required by the PFIA. Section 4.04. Termination. (a) A Participant may withdraw all funds from an Account in accordance with the Investment Policies and Operating Procedures. A Participant may cease to be a Town Council Page 272 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 8 Local Government Investment Cooperative (LOGIC) Participation Agreement Participant under this Agreement, with or without cause, by providing written notice to the Cooperative at least 10 days prior to such termination. (b) The Board may terminate a Participant’s participation in this Agreement upon at least 30 days notice if Texas law changes so that such Participant is no longer entitled to join in an eligible public funds investment pool under PFIA, the Interlocal Act, or other applicable law. (c) Upon the vote of a majority of its full membership, the Board may order the termination of this Agreement by directing that all outstanding operating expenses of the Cooperative be paid and remaining assets of the Cooperative be distributed to Participants in accordance with their respective pro rata interests. ARTICLE V Cooperative Assets Section 5.01. Cooperative Investments. Cooperative assets shall be invested and reinvested by the Cooperative only in Authorized Investments in accordance with the Investment Policies. Section 5.02. Custody. All money, investments and assets of the Cooperative shall be held in the possession of the Custodian. ARTICLE VI Miscellaneous Section 6.01. Severability. (a) If any provision of this Agreement shall be held or deemed to be illegal, inoperative or unenforceable, the same shall not affect any other provisions contained herein or render the same invalid, inoperative or unenforceable to any extent whatsoever. (b) Any participation in this Agreement or transfer of assets to the Cooperative that is not qualified for any reason shall not terminate this Agreement or the participation of other Participants or otherwise adversely affect the Cooperative. Section 6.02. Limitation of Rights. This Agreement does not create any right, title or interest for any person other than the Participants and any person who has a contract to provide services to the Cooperative, and nothing in or to be implied from this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under this Agreement. Section 6.03. Execution of Counterparts. This Agreement may be executed in several separate counterparts, including by Additional Party Agreement, each of which shall be an original and all of which shall constitute one and the same instrument. Section 6.04. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 6.05. Term. This Agreement shall have an initial term beginning with the effective date set forth below and ending March 31, 1995 and shall be automatically renewed for one year Town Council Page 273 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 9 Local Government Investment Cooperative (LOGIC) Participation Agreement on such date and each anniversary of such date, except with respect to any Government Entity that may have terminated itself as a Participant or as otherwise provided in Section 4.05. Section 6.06. Notices. Any notices or other information required or permitted to be given hereunder shall be sent: (a) to the Cooperative as set forth in the Information Statement, and (b) to a Participant as set forth in its application to become a Participant or as otherwise provided by written notice to the Administrator. Section 6.07. Entire Agreement; Amendments. This Agreement represents the entire agreement and understanding of the Participants and supersedes the Interlocal Agreement dated as of April 4, 1994. This Agreement may be amended with the approval of the Board, provided that notice of any such amendment is sent to all Participants at least 60 days prior to the effective date thereof. * * * * * Originally executed between Fort Bend County and City of Wichita Falls, Texas as of April 4, 1994, and amended by the Board and effective March 1, 1999. * * * * * Town Council Page 274 of 355 Meeting Date: Monday, May 5, 2014 3270158.8 10 Local Government Investment Cooperative (LOGIC) Participation Agreement Additional Party Agreement The Government Entity of the State of Texas named below, acting by and through the undersigned Authorized Representative, hereby agrees to become a party to that certain Participation Agreement to which this page is attached, and thereby become a Participant in the Local Government Investment Cooperative, subject to all of the terms and provisions of such Agreement. The undersigned hereby represents that it is a Government Entity as defined in such Agreement. Executed this ________ day of ________________________, 20_____. Name of Government Entity _____________________________________ By: ________________________________ Authorized Representative ________________________________ Printed Name and Title Attest: ______________________________ Authorized Representative ________________________________ Printed Name and Title Approved and accepted: LOCAL GOVERNMENT INVESTMENT COOPERATIVE {LOGIC} By: FIRST SOUTHWEST ASSET MANAGEMENT, INC., Participant Services Administrator By: _____________________________________ Date: ____________________ Authorized Signer OFFICIAL SEAL OF APPLICANT Required Below Town Council Page 275 of 355 Meeting Date: Monday, May 5, 2014 Local Government Investment Cooperative (LOGIC) Participation Agreement THIS PARTICIPATION AGREEMENT (together with any amendments and supplements, referred to as this “Agreement”) dated as of March 1, 1999 is made and entered into by and among each of those government entities initially executing this Agreement and any other government entity that is eligible and becomes a party hereto (collectively, the “Participants”). WHEREAS, the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as amended (the “PFIA”) authorizes the entities described in the PFIA to invest their funds in an eligible public funds investment pool; WHEREAS, each of the Participants qualifies as an entity described in the PFIA; WHEREAS, the Participants desire to establish and maintain a public funds investment pool for the purpose of pooling their local funds for joint investment in accordance with the PFIA and the terms hereof and providing assistance to each other on investment alternatives and on other issues of concern to the Participants; WHEREAS, the Participants desire that the public funds investment pool be entitled Local Government Investment Cooperative (the “Cooperative”) and the Cooperative be managed and operated by a board of directors, which shall be an advisory board under the PFIA; WHEREAS, each of the Participants has duly taken all official action necessary and appropriate to become a party to this Agreement, including the adoption of a rule, order, ordinance, or resolution, as appropriate; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Participants mutually agree as follows: ARTICLE I Definitions and Rules of Construction Section 1.01. Definitions. Except as otherwise provided in this Agreement, the capitalized terms used herein shall have the following meanings unless the context otherwise requires: Account - any account established by a Participant. Additional Party Agreement - a document substantially in the form attached hereto as an Appendix which, when attached to a copy of this Agreement and executed by an Authorized Representative of a Government Entity, constitutes a valid and binding Town Council Page 276 of 355 Meeting Date: Monday, May 5, 2014 counterpart of this Agreement and results in the Government Entity becoming a party to this Agreement. Administrator - Any person, firm or organization approved by the Board and under contract to provide administrative assistance in connection with the management and operation of the Cooperative. Advisor - The registered investment advisor or advisors selected by or at the direction of the Board to provide advice regarding investment of Cooperative assets pursuant to this Agreement and subject to applicable law. Authorized Investments - those investments which are authorized from time to time to be purchased, sold and invested in under PFIA or other applicable law and further defined in the Investment Policies. Authorized Representative - an individual authorized to execute documents and take other necessary actions, pursuant to this Agreement, on behalf of a Government Entity or other person, firm or organization, as evidenced by a duly adopted resolution or bylaw of the governing body of such Government Entity or other person, firm or organization, a certified copy of which is on file with the Administrator. In the case of a Government Entity that is a combination of political subdivisions under the Act, the Authorized Representatives of any administrative agency appointed by such combination of political subdivisions shall be deemed to be Authorized Representatives for such Government Entities. Board - the governing body of the Cooperative, known as The Board of Directors of Local Government Investment Cooperative. Bylaws - the bylaws adopted by the Board, as the same may be amended from time to time, subject to the requirements of this Agreement. Cooperative - the public funds investment cooperative created pursuant to this Agreement. Custodian - any person, firm or organization selected by or at the direction of the Board to have custody of all money, investments and other assets of the Cooperative pursuant to this Agreement and subject to applicable law. General Manager - any person, firm or organization which has contracted with the Board to provide general management services to the Board. Government Entity - a local government of the State of Texas, as defined in the PFIA, a state agency, as defined in the PFIA, and a nonprofit corporation acting on behalf of a local government or a state agency, including but not limited to an incorporated city or town, a county, a public school district, a district or authority created under art. III, Section 52(b)(1) or (2) of the Texas Constitution, or art. XVI, Section 59 of Town Council Page 277 of 355 Meeting Date: Monday, May 5, 2014 the Texas Constitution, an institution of higher education as defined by Section 61.003 of the Education Code, a hospital district, or a fresh water supply district. Information Statement - the information statement or any other document distributed to Participants and potential Participants to provide them with a description of the management and operation of the Cooperative, as the same may be amended from time to time, subject to the requirements of this Agreement. Interlocal Act - the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as the same may be amended from time to time. Investment Officer - one or more officers or employees of the Board designated as investment officers by the Board. Investment Policies - the written Investment Policies adopted and approved by the Board governing investment and management of Cooperative assets of different Portfolios, as the same may be amended from time to time, subject to the requirements of this Agreement. Marketing Representative - any person, firm or organization authorized by the Board to promote the Cooperative. Participants - the Government Entities that are the initial parties to this Agreement and the Government Entities which subsequently become parties to this Agreement. PFIA - the Public Funds Investment Act, Chapter 2256, Texas Government Code, as the same may be amended from time to time. Portfolio - a portfolio of assets in the Cooperative which are held separate from other assets of the Cooperative and which are invested with a defined investment objective which may be different from other Portfolios in the Cooperative, and in which a Participant may elect to invest its funds. State - the State of Texas. Units - equal proportionate units of undivided beneficial interest in the assets of the Cooperative or of any Portfolio of the Cooperative from time to time, including fractions of units as well as whole units. Section 1.02. General Rules of Construction. (a) Whenever in this Agreement the context requires: (1) a reference to the singular number shall include the plural and vice versa; and (2) a word denoting gender shall be construed to include the masculine, feminine, and neuter. Town Council Page 278 of 355 Meeting Date: Monday, May 5, 2014 (b) The titles given to any article or section of this Agreement are for convenience only and are not intended to modify the article or section. ARTICLE II Creation of the Cooperative; Purpose and Objective Section 2.01. Creation of the Board. (a) The initial Participants hereby agree to jointly invest their funds in a public funds investment pool, to be known as Local Government Investment Cooperative (the “Cooperative”) and to create and establish a board of directors of the Cooperative (the “Board”), as an advisory board pursuant to the PFIA and an administrative agency pursuant to the Interlocal Act, to supervise the Cooperative. (b) The Participants delegate to the Cooperative through its Board, the authority to hold legal title to and manage all money, investments and other assets transferred to or acquired by the Cooperative pursuant to this Agreement. (c) The Board shall have the authority to employ personnel, engage in other administrative activities and provide other administrative services necessary to accomplish the purpose of this Agreement. Section 2.02. Purpose and Objective. (a) The first purpose of the Cooperative is to provide Government Entities with a variety of investment vehicles to best suit their investment needs, with each Portfolio tailored to meet a specific investment need. (b) The second purpose of the Cooperative is to provide Government Entities with a forum for discussion of, and to provide education concerning, investments and other issues of concern in public finance. In all cases, however, the Cooperative will have the following investment objectives in order of priority: safety of principal; liquidity in accordance with the operating requirements of the Participants; and the highest rate of return. (c) In order to accomplish the Cooperative’s objective, each Participant agrees that the money transferred to a Portfolio within the Cooperative will be commingled with other money transferred to the Portfolio by other Participants for the purpose of making Authorized Investments, subject to the terms of this Agreement, the Investment Policies and applicable law, thereby taking advantage of investment opportunities and cost benefits available to larger investors. Town Council Page 279 of 355 Meeting Date: Monday, May 5, 2014 ARTICLE III Cooperative Administration Section 3.01. The Board and the Bylaws (a) The business and affairs of the Cooperative shall be managed by the Board as governing body of the Cooperative. (b) The Board is authorized to adopt Bylaws which shall set forth, among other things, the initial Board members, the procedures governing the selection of the members of the Board, the procedure for holding meetings, the election of officers, and other matters necessary or desirable for governance by the Board, and the right of the Board, the General Manager, and other consultants to be indemnified for damages arising from their actions in connection with the Cooperative. By executing this Agreement, the Participant consents to the Bylaws. By maintaining funds in the Cooperative after any amendment to the Bylaws becomes effective, the Participant consents to the Bylaws, as amended. The Board has the right to amend any term or provision of the Bylaws, provided that notice is sent to each Participant at least 30 days prior to the effective date of any change which, in the opinion of the Board, is a material change to the Bylaws. Section 3.02. Powers and Duties of the Board. (a) Subject to applicable law and the terms of this Agreement, the Board shall have full and complete power to take all actions, do all things and execute all instruments as it deems necessary or desirable in order to carry out, promote or advance the investment objective, interests and purposes of the Cooperative to the same extent as if the Board was the sole and absolute owner of the Cooperative. (b) The Board shall adopt and maintain Investment Policies, consistent with the general objective of the Cooperative, which shall provide more detailed guidelines for investment and management of Cooperative assets. By executing this Agreement, the initial Participants consent to the proposed Investment Policies, and the subsequent Participants consent to the Investment Policies then in effect. By maintaining funds in the Cooperative after any amendment to the Investment Policies becomes effective, the Participant has consented to the Investment Policies, as amended. The Board shall, subject to the terms of this Agreement, have the authority to amend any term or provision of the Investment Policies, provided that notice is sent to each Participant at least 30 days prior to the effective date of any change which, in the opinion of the Board, will have a material effect on such Participant’s investment in the Cooperative. Town Council Page 280 of 355 Meeting Date: Monday, May 5, 2014 (c) The Board shall adopt and maintain Operating Procedures, which shall provide more detailed information on the procedures for depositing and withdrawing funds from the Cooperative. By executing this Agreement, the initial Participants consent to the proposed Operating Procedures, and the subsequent Participants consent to the Operating Procedures then in effect. By maintaining funds in the Cooperative after any amendment to the Operating Procedures becomes effective, the Participant has consented to the Operating Procedures, as amended. The Board shall, subject to the terms of this Agreement, have the authority to amend any term or provision of the Operating Procedures provided that notice is sent to each Participant at least 30 days prior to the effective date of any change which, in the opinion of the Board, will have a material effect on such Participant’s investment in the Cooperative. (d) The Board shall designate one or more Investment Officers for the Cooperative who shall be responsible for the investment of Cooperative assets. (e) The Board shall prepare, or direct the preparation of an Information Statement that describes how the Cooperative will operate in accordance with the terms of this Agreement and the Investment Policies. Subject to the terms of this Agreement and the Investment Policies, the Information Statement may be amended or supplemented, notice of which will be provided to Participants in accordance with the disclosure requirements of the PFIA. (f) The Board shall, subject to the limitations established in the Investment Policies, have full and complete power and authority to appoint a general manager and any other service providers deemed necessary or helpful in the operation of the Cooperative. (g) The Board shall provide, through peer review, seminars, computer mail systems, or other means, information and educational opportunities to Participants on investing and on other issues in the area of public finance. (h) The Board shall have full and complete power to use, or direct the use of, Cooperative assets for the following purposes: (1) incur and pay any expenses which, in its opinion, are necessary or incidental to or proper for carrying out any of the purposes of this Agreement; (2) reimburse others for the payment thereof; (3) pay appropriate compensation or fees to persons with whom the Cooperative has contracted or transacted business; and (4) charge a Participant’s Account for any special fees or expenses related specifically to transactions in such Account. (i) The Board shall have full power to compromise, arbitrate, or otherwise adjust claims in favor of or against the Cooperative. Town Council Page 281 of 355 Meeting Date: Monday, May 5, 2014 (j) The Board shall cause financial statements to be prepared and maintained for the Cooperative and for such statements to be audited annually by an independent certified public accounting firm. (k) The Board may appoint a General Manager to perform managerial services for the Cooperative, provided that the Board shall continue to oversee the operation and management of the Cooperative and shall have the authority to direct the General Manager to take or not take specific action on behalf of the Cooperative. (l) The enumeration of any specific power or authority herein shall not be construed as limiting the general power and authority of the Board over the Cooperative. Section 3.03. Liability. (a) Neither the Board, the Investment Officers, nor any officers, employees or board members of any of the forgoing shall be held liable for any action or omission to act on behalf of the Cooperative or the Participants unless caused by such person’s willful misconduct. The Cooperative shall indemnify and hold harmless (either directly or through insurance) any person referred to in this Section, to the extent permitted by law, for any and all litigation, claims or other proceedings, including but not limited to reasonable attorney fees, costs, judgments, settlement payments and penalties arising out of the management and operation of the Cooperative, unless the litigation, claim or other proceeding resulted from the willful misconduct of such person. (b) Neither the General Manager, the Marketing Representative, the Administrator, the Advisor, the Subadvisor, the Custodian, nor their affiliates, officers, employees or board members shall be held liable for any action or omission to act on behalf of the Cooperative or the Participants unless such person failed to meet the standard of care required under its agreement relating to the Cooperative or acted with willful misconduct. The Cooperative shall indemnify and hold harmless (either directly or through insurance) any person referred to in this Section, to the extent permitted by law, for any and all litigation, claims or other proceedings, including but not limited to reasonable attorney fees, costs, judgments, settlement payments and penalties arising out of the management and operation of the Cooperative, unless the litigation, claim, or other proceeding is adjudicated to have resulted from such person’s failure to meet the standard of care required under its agreement relating to the Cooperative or its willful misconduct. (c) The indemnification provisions are described in more detail in the Bylaws. Town Council Page 282 of 355 Meeting Date: Monday, May 5, 2014 ARTICLE IV Participation in the Cooperative Section 4.01. Eligibility. In order for a Government Entity to become a Participant and transfer money into the Cooperative, each of the following conditions must be satisfied: (a) The Government Entity must adopt a resolution (1) authorizing it to become a Participant and approving this Agreement, (2) acknowledging the Board’s power to supervise the Cooperative, (3) approving the investment policies of the Cooperative (as amended from time to time by the Board) and directing that any conflicting local investment policies shall not apply to Cooperative investments of the Participant, (4) designating Authorized Representatives of the Participant, (5) designating the Investment Officers appointed from time to time by the Board as the Participant’s investment officers who shall be responsible for investing the share of Cooperative assets representing local funds of the Participant, (6) designating the depository and custodian appointed from time to time by the Board as the Government Entity’s depository and custodian for purposes of holding the share of Cooperative assets representing funds of the Government Entity, and consenting to the terms and conditions specified on the website in order to use the online transaction system; and (b) The Government Entity must become a party to this Agreement by executing an Additional Party Agreement and delivering the same to the Cooperative, together with a certified copy of the resolution referred to in subsection (a) of this Section, an application in form and substance satisfactory to the Board, and such other information as may be required by the Board. (c) No entity except a Government Entity may be a Participant. The Board shall have sole discretion to determine whether a Government Entity is eligible under Texas law to be a Participant and to designate categories of Government Entities eligible to be Participants in any Portfolio of the Cooperative. Section 4.02. Participant Accounts. (a) While available local funds of Participants may be commingled for purposes of common investment and operational efficiency, one or more separate Accounts for each Participant in each Portfolio in the Cooperative designated by the Participant will be established in accordance with the Participant’s application to join the Cooperative and maintained by the Cooperative. Town Council Page 283 of 355 Meeting Date: Monday, May 5, 2014 (b) Each Participant shall own an undivided beneficial interest in the assets in the Portfolios in which it invests, calculated as described in the Investment Policies. (c) The Participant agrees that all Cooperative fees shall be directly and automatically assessed and charged against the Participant’s Account. The basic services fee shall be calculated as a reduction in the daily income earned and only the net income shall be credited to the Participant’s Account. Fees for special services shall be charged to each Participant’s Account as they are incurred or performed. Use of Cooperative assets for fees shall be made from current revenues available to the Participant. Section 4.03. Reports. The Cooperative shall submit a written report a least once per month to each Participant. Such report will indicate: (1) the balance in each Account of a Participant as of the date of such report, (2) yield information, (3) all account activity since the previous report, and (4) other information required by the PFIA. Section 4.04. Termination. (a) A Participant may withdraw all funds from an Account in accordance with the Investment Policies and Operating Procedures. A Participant may cease to be a Participant under this Agreement, with or without cause, by providing written notice to the Cooperative at least 10 days prior to such termination. (b) The Board may terminate a Participant’s participation in this Agreement upon at least 30 days notice if Texas law changes so that such Participant is no longer entitled to join in an eligible public funds investment pool under PFIA, the Interlocal Act, or other applicable law. (c) Upon the vote of a majority of its full membership, the Board may order the termination of this Agreement by directing that all outstanding operating expenses of the Cooperative be paid and remaining assets of the Cooperative be distributed to Participants in accordance with their respective pro rata interests. ARTICLE V Cooperative Assets Section 5.01. Cooperative Investments. Cooperative assets shall be invested and reinvested by the Cooperative only in Authorized Investments in accordance with the Investment Policies. Section 5.02. Custody. All money, investments and assets of the Cooperative shall be held in the possession of the Custodian. Town Council Page 284 of 355 Meeting Date: Monday, May 5, 2014 ARTICLE VI Miscellaneous Section 6.01. Severability. (a) If any provision of this Agreement shall be held or deemed to be illegal, inoperative or unenforceable, the same shall not affect any other provisions contained herein or render the same invalid, inoperative or unenforceable to any extent whatsoever. (b) Any participation in this Agreement or transfer of assets to the Cooperative that is not qualified for any reason shall not terminate this Agreement or the participation of other Participants or otherwise adversely affect the Cooperative. Section 6.02. Limitation of Rights. This Agreement does not create any right, title or interest for any person other than the Participants and any person who has a contract to provide services to the Cooperative, and nothing in or to be implied from this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under this Agreement. Section 6.03. Execution of Counterparts. This Agreement may be executed in several separate counterparts, including by Additional Party Agreement, each of which shall be an original and all of which shall constitute one and the same instrument. Section 6.04. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 6.05. Term. This Agreement shall have an initial term beginning with the effective date set forth below and ending March 31, 1995 and shall be automatically renewed for one year on such date and each anniversary of such date, except with respect to any Government Entity that may have terminated itself as a Participant or as otherwise provided in Section 4.05. Section 6.06. Notices. Any notices or other information required or permitted to be given hereunder shall be sent: (a) to the Cooperative as set forth in the Information Statement, and (b) to a Participant as set forth in its application to become a Participant or as otherwise provided by written notice to the Administrator. Section 6.07. Entire Agreement; Amendments. This Agreement represents the entire agreement and understanding of the Participants and supersedes the Interlocal Agreement dated as of April 4, 1994. This Agreement may be amended with the approval of the Board, provided that notice of any such amendment is sent to all Participants at least 60 days prior to the effective date thereof. Town Council Page 285 of 355 Meeting Date: Monday, May 5, 2014 * * * * * * * * * * * Originally executed between Fort Bend County and City of Wichita Falls, Texas as of April 4, 1994, and amended by the Board and effective March 1, 1999. * * * * * * * * * * * Additional Party Agreement The Government Entity of the State of Texas named below, acting by and through the undersigned Authorized Representative, hereby agrees to become a party to that certain Participation Agreement to which this page is attached, and thereby become a Participant in the Local Government Investment Cooperative, subject to all of the terms and provisions of such Agreement. The undersigned hereby represents that it is a Government Entity as defined in such Agreement. Executed this 5th day of May, 2014. Name of Government Entity Town of Trophy Club By: ________________________________ Authorized Representative ___________________________________ Printed Name and Title Attest: ______________________________ Authorized Representative ___________________________________ Printed Name and Title Approved and accepted: LOCAL GOVERNMENT INVESTMENT COOPERATIVE {LOGIC} By: FIRST SOUTHWEST ASSET MANAGEMENT, INC., Participant Services Administrator By: _____________________________________ Date: ____________________ Town Council Page 286 of 355 Meeting Date: Monday, May 5, 2014 Authorized Signer Town Council Page 287 of 355 Meeting Date: Monday, May 5, 2014 LOCAL GOVERNMENT INVESTMENT COOPERATIVE A TEXAS PUBLIC FUNDS INVESTMENT POOL INVESTMENT POLICY Town Council Page 288 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 1 INVESTMENT POLICIES LOCAL GOVERNMENT INVESTMENT COOPERATIVE ARTICLE I DEFINITIONS Section 1.01 Definitions. Wherever used herein, unless otherwise required by the context or specifically provided: “Administrator” refers to the person to perform administrative services for the Cooperative. “Adviser” refers to the person to perform investment advisory services for the Cooperative. “Board of Directors” refers to the administrative agency created to manage a public funds investment pool established by the Participation Agreement and entitled “Local Government Investment Cooperative.” “Bylaws” refers to the Bylaws of the Board of Directors, if any, as amended or supplemented from time to time. “Collaterized Fully” in the case of a Repurchase Agreement means that: (i) The value of the securities collateralizing the Repurchase Agreement (reduced by the transaction costs (including loss of interest) that the Cooperative reasonably could expect to incur if the seller defaults) is, and during the entire term of the Repurchase Agreement remains, at least equal to the Resale Price provided in the agreement; (ii) The Cooperative or the Custodian either has actual physical possession of the collateral or, in the case of a security registered on a book entry system, the book entry is maintained in the name of the Cooperative or its Custodian; (iii) The collateral consists entirely of cash or obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States, its agencies, or its instrumentalities, including mortgage-backed securities and obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation ; and (iv) Upon an event of insolvency with respect to the seller, the Repurchase Agreement would qualify under a provision of applicable insolvency law providing an exclusion from any automatic stay of creditors’ rights against the seller. “Cooperative” refers to the public funds investment pool created by the Participation Agreement and managed by the Board of Directors. “Custodian” refers to the person to perform custodial services for the Cooperative. “Directors” refer to individual directors in their capacity as directors hereunder of the Board of Directors, and their successor or successors for the time being in office as such directors. “Governmental Entity” refers to a local government of the State of Texas, as defined in the PFIA, a state agency, as defined in the PFIA, and a nonprofit corporation acting on behalf of a Town Council Page 289 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 2 local government or a state agency, including but not limited to an incorporated city or town, a county, a public school district, a district or authority created under art. III, Section 52(b)(1) or (2) of the Texas Constitution, or art. XVI, Section 59 of the Texas Constitution, an institution of higher education as defined by Section 61.003 of the Education Code, a hospital district, or a fresh water supply district. “Information Statement” refers to the Information Statement of the Cooperative describing the Portfolio, as the same may be supplemented from time to time, all as required by the PFIA. “Interlocal Cooperation Act” refers to the Interlocal Cooperation Act, Texas Government Code, Chapter 791, as amended or supplemented from time to time. “Investment Officer” refers to an officer or employee of the Board of Directors who shall be designated in accordance with the provisions of Article VI. “Investment Policies” refers to these Revised and Amended Investment Policies duly adopted by the Board of Directors of the Local Government Investment Cooperative on the date set forth on the final page hereof. “Net Asset Value” refers to the net asset value of the Portfolio of the Cooperative determined in the manner provided for in Section 10.03 hereof. “Open Records Act” refers to the Texas Open Records Act, Chapter 552, Texas Government Code, as amended or supplemented from time to time. “Participant” refers to a Government Entity which has entered into the Participation Agreement through due and proper authorization, and which has not terminated or been terminated from such status. “Participation” refers to the status of an entity as a Participant. “Participation Agreement” refers to the agreement executed by the initial Participants and establishing the Cooperative and the Board of Directors to manage it, and shall encompass any amendments and supplements to the Agreement, and shall also encompass the written instruments by which Governmental Entities become parties to, or terminate their Participation under, the Agreement. “PFIA” refers to the Public Funds Investment Act, Texas Government Code, Chapter 2256, as amended or supplemented from time to time. “Portfolio” refers to any subdivision of the assets of the Cooperative established in accordance with the provisions of Section 3.02 hereof. “Resale Price” means the acquisition price paid to the seller of securities plus the accrued release premium on such acquisition price. The accrued resale premium shall be the amount specified in the Repurchase Agreement or the daily amortization of the difference between the acquisition price and the resale price specified in the Repurchase Agreement. “Rule 2a7” refers to Rule 2a-7 under the Investment Company Act of 1940, 17 C.F.R. § 270.2a-7, as amended or supplemented from time to time. “Unitholder” refers to a record owner of Units of the Cooperative or of the Portfolio of the Cooperative. Town Council Page 290 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 3 “Units” refers to the equal proportionate units of undivided beneficial interest in the assets of the Cooperative or of the Portfolio of the Cooperative from time to time, including fractions of Units as well as whole Units. References in the singular number in this document shall be considered to include the plural, if and when appropriate, and vice-versa. ARTICLE II PURPOSE, OBJECTIVES AND STANDARD OF CARE Section 2.01 Purpose and Objectives. A. The purpose of the Cooperative is to provide Government Entities with an investment vehicle that provides safety and liquidity and to best suit their investment needs. The Cooperative will have the following investment objectives in order of priority: safety of principal; liquidity in accordance with the operating requirements of the Participants; and the highest rate of return. B. In order to accomplish the Cooperative’s objective, each Participant agrees that the money transferred to the Portfolio will be commingled with other money transferred to the Portfolio by other Participants for the purpose of making authorized investments, subject to the terms of the Participation Agreement and the requirements of these Investment Policies and applicable law, thereby taking advantage of investment opportunities and cost benefits available to larger investors. C. In order to comply with the PFIA and to provide maximum liquidity and safety to its Unitholders, the Portfolio will maintain a AAAm or equivalent rating from at least one nationally recognized rating agency. D. Unless explicitly stated otherwise, all investments in the Portfolio of the Cooperative shall be payable in United States dollars under all circumstances, and the interest rate of, the principal amount to be repaid, and the timing of payments related to each investment shall not vary or float with the value of a foreign currency, the rate of interest payable on foreign currency borrowings, or with any other interest rate or index expressed in a currency other than United States dollars. Section 2.02 Standard of Care. Assets held by the Cooperative pursuant to these Investment Policies shall be invested in the same manner that persons of prudence, discretion, and intelligence would exercise in managing their own investments, not for speculation, but for investment, considering both the probable safety of their capital and the probable income to be derived; all in accordance with the PFIA. Section 2.03 Diversification. The Cooperative will continuously attempt to diversify the Portfolio by market sector and maturity to reduce risk. The Cooperative will invest in: (1) a variety of U.S. Government instruments (notes, bills, etc.), (2) a variety of U.S. Government agencies and instrumentalities, (3) commercial paper and bankers’ acceptances, if such investments are permitted investments for the Portfolio, (4) instruments with different maturities, and (5) Repurchase Agreements with a variety of providers. Further, diversification will be achieved by use of various broker-dealers for all purchases and sales. Section 2.04 Quality and Capability of Investment Management. The Cooperative shall engage an investment adviser which is experienced in investing public funds. Town Council Page 291 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 4 ARTICLE III BENEFICIAL INTERESTS Section 3.01 Units of Beneficial Interest. The undivided beneficial interests of Participants in the assets of the Cooperative or of the Portfolio shall be represented by Units of the Portfolio as the Directors shall from time to time create and establish. The number of Units is unlimited and each Unit shall be without par value and shall be fully paid and non-assessable. The Directors shall have full power and authority, in their sole discretion and without obtaining any prior authorization or vote of the Unitholders of the Cooperative or of the Portfolio of the Cooperative, to create and establish Units or the Portfolio with such preferences, voting powers, rights and privileges as the Directors may from time to time determine; to divide or combine the Units thereof into a greater or lesser number; to value such Units, in a manner consistent with the goals of the Portfolio; to classify or reclassify any existing Units into the Portfolio; and to take such other action with respect to the Units as the Directors may deem desirable; provided that the Directors may take no action pursuant to this Section which would impair the beneficial interests of Unitholders in the then- existing assets of the Cooperative. Section 3.02 Establishment of Portfolios. A. The first Portfolio is hereby established pursuant to Article IV of these Investment Policies. B. Establishment of any future Portfolios shall be effective upon the amendment of these Investment Policies to add such a Portfolio. The Directors shall designate for each such future Portfolio investment objectives and policies (which shall, so long as required by applicable law, comply with 2256.005 of the PFIA), authorized investments (and if Repurchase Agreements are authorized, the Custodian for pledged securities), categories of Governmental Entities eligible to own Units, authorized Investment Officers, and the relative rights and preferences of the Unitholders. C. Wherever there are no Units outstanding of any particular Portfolio previously established and designated, the Directors by majority vote may abolish that Portfolio and the establishment and designation thereof. Section 3.03 Ownership of Units. Ownership of Units shall be limited to Participants and shall be recorded in the books of the Cooperative. The Directors may make such rules as they consider appropriate, to the extent permitted by law, for the transfer of Units and similar matters. The record books of the Cooperative shall be conclusive as to who are the holders of Units and the number of Units held from time to time by each Unitholder. Section 3.04 Placement of Assets with the Cooperative. The Directors shall accept funds transferred by a Participant to the Portfolio on such terms as the Directors may from time to time authorize. After the date funds are initially transferred to the Portfolio, the number of Units of that Portfolio representing the amount of funds transferred shall be considered outstanding, and the amount received on account of such transfer shall be an asset of such Portfolio. Subsequent transfers of funds to the Portfolio shall be credited to each Unitholder’s account in the form of full Units at the Net Asset Value per Unit last determined after the funds are received; provided, however, that the Directors may, in their sole discretion, authorize the issuance of fractional Units. Town Council Page 292 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 5 Section 3.05 No Preemptive Rights. Unitholders shall have no preemptive or other preferential right to acquire any additional Units of the Cooperative. Section 3.06 Limitation of Personal Liability. The Directors may not bind any Unitholder or call upon any Unitholder to pay any amount or assessment whatsoever except as the Unitholder may have at any time agreed to pay, whether for a subscription for Units or otherwise. Every contract or other undertaking by or on behalf of the Cooperative shall recite that the obligation of the Cooperative thereunder is solely an obligation of the Cooperative and its assets (as may be limited therein) and not of any Participant therein because of its Participation (but omission of such recitation shall not bind any Participant). ARTICLE IV LOGIC I PORTFOLIO Section 4.01 Establishment of LOGIC I Portfolio. The LOGIC I Portfolio shall be established in conformity with the terms of these Investment Policies and the policies, objectives, restrictions, and other terms of this Article. References in this Article to “the Portfolio” are to the Portfolio created by this Article. Section 4.02 Eligible Governmental Entities. Any Governmental Entity may be a Participant in the Portfolio. The Portfolio is designed for investment of funds which may be needed at any time. Section 4.03 Eligible Investments. The Portfolio may invest in the following instruments: a. Obligations, including letters of credit, of the United States or its agencies and instrumentalities with a maximum final stated maturity of 397 days; b. Other obligations, the principal of and interest on which are unconditionally guaranteed or insured by the United States with a maximum final stated maturity of 397 days; c. Repurchase Agreements with a defined termination date not exceed 95 days unless the Repurchase Agreement has a put option that allows the fund to liquidate the position at par (principal plus accrued interest) with no more than 7 (seven) days notice to the counterparty, which are Collateralized Fully; d. SEC registered money market funds authorized by the PFIA and rated in the highest short-term rating category by at least one nationally recognized rating agency; and e. Commercial paper that has a stated maturity of 270 days or fewer from the date of its issuance that is rated A-1 or P-1 or equivalent by two nationally recognized rating agencies or that is rated A-1 or P-1 or equivalent by one nationally recognized rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state. Town Council Page 293 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 6 f. For liquidity and to respond to unusual market conditions, the Portfolio may hold all or most of its total assets in cash for temporary defensive purposes. This may result in a lower yield and prevent the Portfolio from meeting its investment objectives. “U.S. Government Obligations” are debt securities (including bills, certificates of indebtedness, notes, and bonds) issued by the U.S. Treasury or by an agency or instrumentality of the U.S. Government which is established under the authority of an act of Congress. Although all obligations of agencies and instrumentalities are not direct obligations of the U.S. Treasury, payment of the interest and principal on these obligations generally is backed directly or indirectly by the U.S. Government. This support can range from backing of the full faith and credit of the United States (U.S. Treasury securities), to U.S. Government guarantees, or to the backing solely of the issuing instrumentality itself. “Repurchase Agreements” are transactions by which the Cooperative purchases a security and simultaneously commits to resell that security to the seller at an agreed upon price on an agreed upon date within a number of days from the date of purchase. The resale price reflects the purchase price plus an agreed upon market rate of interest which is unrelated to the coupon rate or maturity of the purchased security. A Repurchase Agreement involves the obligation of the seller to pay the agreed upon price, which obligation is in effect secured by the value (at least equal to the amount of the agreed upon resale price when marked to market daily) of the underlying security. “Reverse Repurchase Agreements” are transactions by which the Cooperative sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase the instrument at a particular price and time. “Commercial Paper” consists of short-term promissory notes of large corporations issued to finance their current operations. Section 4.04 Portfolio Objectives and Strategy. The investment objectives of the Portfolio are to seek preservation of principal, liquidity, and current income through investment exclusively in a diversified portfolio of short-term marketable securities and Repurchase Agreements secured by such obligations. The Portfolio seeks to maintain a net asset value of $1.00 and is designed to be used for investment of funds which may be needed at any time. The Portfolio shall maintain a dollar-weighted average maturity appropriate to its objective of maintaining a stable net asset value per Unit; provided, however, that the Portfolio will not acquire any instrument with a remaining maturity of greater than 397 calendar days for fixed rate securities and 24 months for variable rate notes and will not maintain a dollar-weighted average maturity that exceeds 60 days (or less, if such weighted average maturity is required to maintain a rating in the highest rating category by the nationally recognized rating agency currently rating the Portfolio). The dollar-weighted average maturity of the Portfolio will be calculated utilizing the period remaining until the date on which, in accordance with the terms of each security, the principal amount must unconditionally be paid, or in the case of a security called for redemption, the date on which the redemption payment must be made and may utilize the interest rate reset date for variable or floating rate securities. The dollar-weighted average final maturity of the Portfolio (calculated taking into account the period remaining until the date on which, in accordance with the terms of each security, the principal amount must unconditionally be paid, or in the case of a security called for redemption, the date on which the redemption payment must be made) will not exceed 90 days. So long as required by the Public Funds Investment Act, the Cooperative will disclose to Participants the calculations of dollar-weighted average maturity and dollar-weighted average final maturity of the Portfolio. In accordance with the goals and objectives of the Portfolio, the strategy employed will include active management, but only involve investment in liquid securities of high credit quality. This strategy is appropriate for the Unitholders’ funds in a liquid portfolio. The securities authorized for the Portfolio therefore are expected to represent reasonable marketability should liquidation be required for portfolio management or withdrawal purposes. Town Council Page 294 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 7 The securities authorized for the Portfolio have been determined to present minimal credit risk, based on criteria established by the Board of Directors (which criteria are based on factors pertaining to credit quality in addition to any rating assigned to such securities). Criteria considered by the Board of Directors in determining the credit risk of a security include, where applicable: (1) a cash flow analysis of the issuer and security; (2) an analysis of the issuer’s ability to respond to future events, including the issuer’s competitive position, cost structure and capital intensiveness; (3) an analysis of the issuer’s liquidity; (4) an analysis of the issuer’s ability to repay short-term debt based on available cash resources or asset liquidation; and (5) the length to maturity and the percentage of assets represented by securities of the issuer. In the event that any security authorized for the Portfolio is not rated by a nationally recognized rating agency, or is rated by only one nationally recognized rating agency, the Board of Directors or its delegate shall conduct an analysis of the security to determine whether or not the security is of a quality comparable to that of securities in the highest short-term rating categories of nationally recognized rating agencies. Section 4.05 Investment Limitations. 1. The Portfolio will not invest in U.S. Government securities representing ownership in mortgage pools or collateralized mortgage obligations. 2. The Portfolio will seek to maintain a stable net asset value of $1.00 per Unit to preserve the principal of all Participants. 3. The weighted average maturity of the Portfolio (calculated utilizing the period remaining until the date on which, in accordance with the terms of each security, the principal amount must unconditionally be paid, or in the case of a security called for redemption, the date on which the redemption payment must be made and may utilize the interest rate reset date for variable or floating rate securities) will not exceed 60 days (or less, if such weighted average maturity is required to maintain a rating in the highest rating category by the nationally recognized rating agency currently rating the Portfolio) and the maximum final stated maturity for any obligation of the United States, its agencies or instrumentalities shall be limited to 397 days for fixed rate securities and 24 months for variable rate notes. 4. Withdrawals from the Portfolio or transfers to other portfolios may be made on any business day, with deadlines and provisions as more fully described in the Operating Procedures. 5. To provide additional liquidity, incremental income, or enhanced yield, the Portfolio may engage in Reverse Repurchase Agreements with reinvestment of proceeds limited to the term of the Reverse Repurchase Agreement, which shall in no event exceed 90 days. 6. The Portfolio may not borrow money or incur indebtedness, except that it may incur and pay operating expenses. 7. The Portfolio may not lend its money, except to the extent that the Portfolio may make authorized investments and it may lend its securities pursuant to a Reverse Repurchase Agreement. 8. Repurchase or Reverse Repurchase Agreements are required to be Collateralized Fully and (i) have defined termination dates, (ii) secured by cash or obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of the United States or its agencies or instrumentalities, including mortgage-backed securities and obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States, (iii) that require purchased securities to be pledged to Town Council Page 295 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 8 the investing entity or a third party, and (iv) that are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State of Texas. The market value of such collateral will be determined (marked to market) at least daily. All Repurchase Agreements will be documented through use of a Master Repurchase Agreement in the form promulgated by the Public Securities Association, executed by the parties. 9. In accordance with its investment objectives, the Portfolio will engage in portfolio trading in an attempt to maximize the total return on assets. 10. The Portfolio shall not invest in the aggregate more than 20% of its monthly average balance in money market mutual funds, or invest its funds in any one money market mutual fund in an amount that exceeds 5% of total assets. 11. In order to provide and emphasize diversification within the Portfolio, the following limitations will be followed at the time of purchase: a. 100% of the Portfolio may be in U.S. Treasury Bills, notes or bonds; b. 100% of the Portfolio may be in U.S. agency or instrumentality obligations; c. 100% of the Portfolio may be invested in direct Repurchase Agreements for liquidity purposes; d. No more than 25% of the Portfolio may be invested in term Repurchase Agreements; e. No more than 75% of the Portfolio may be invested in commercial paper; f. No more than 5% of the Portfolio may be invested in the commercial paper of any single corporate entity (including affiliates); and g. No more than 25% of the LOGIC I Portfolio assets may be invested in a single industry or business sector, provided that this limitation does not apply to securities issued or guaranteed by companies in the financial services industry. 12. The maximum maturity of Repurchase Agreements may not exceed 95 days unless the Repurchase Agreement has a put option that allows the fund to liquidate the position at par (principal plus accrued interest) with no more than 7 (seven) days notice to the counterparty. 13. Diversification of Repurchase Agreement counterparties will be emphasized. 14. The Portfolio shall only invest in money market funds which are in compliance with the diversification requirements of Rule 2a7. 15. Notwithstanding anything herein to the contrary, for liquidity and to respond to unusual market conditions, the Portfolio may hold all or most of its total assets in cash for temporary defensive purposes. Town Council Page 296 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 9 Section 4.06 Investment Officer. The Investment Officer for the Portfolio shall be the Investment Officer currently designated as such by the Directors. An Investment Officer who has a personal business relationship, as defined in the PFIA, with an entity seeking to sell an investment to the Portfolio shall file a statement disclosing that personal business interest. An Investment Officer who is related within the second degree by affinity or consanguinity to an individual seeking to sell an investment to the Portfolio shall file a statement disclosing that relationship. A statement required under this subsection must be filed with the Texas Ethics Commission and the Board of Directors. ARTICLE V REDEMPTIONS Section 5.01 Redemptions. If any Unitholder of the Portfolio desires to redeem some or all of its Units and withdraw such of its assets as are represented by those Units, it may deposit at the office of the Administrator a written request or such other form of request as the Directors may from time to time authorize, requesting that the Portfolio redeem the Units in accordance with this Section; and the Unitholder so requesting shall be entitled to require the Portfolio to redeem such Units, and the Portfolio shall redeem such Units, at the Net Asset Value thereof, on the next permitted withdrawal date. The Portfolio shall make payment for any such Units to be redeemed, as aforesaid, in cash from the assets of that Portfolio on the next permitted withdrawal date. The Directors shall specify procedures pursuant to which a Unitholder may redeem its Units and receive payment thereon by wire and in the form of immediately available funds within the same business day, but in any event, payment for such Units shall be made by the Portfolio to the Unitholder of record no later than the next business day. ARTICLE VI INVESTMENT OFFICER Section 6.01 Appointment. The Directors shall designate for the Portfolio one or more Investment Officers who shall be responsible for the investment of assets transferred to the Portfolio. By authorizing Participation in the Portfolio, each Governmental Entity shall thereby designate the Investment Officers for the Portfolio as such Governmental Entity’s Investment Officer responsible for the assets transferred to such Portfolio. Section 6.02 Scope of Authority. The Investment Officer of the Portfolio shall be authorized to run the day-to-day operations of that Portfolio in conformity with these Investment Policies and such purposes, objectives and requirements as the Directors may set forth. The Board of Directors has determined that, except to the extent set forth in section 6.04 below, the responsibility for determining and monitoring the quality and creditworthiness of the Portfolio’s investments, as well as such other responsibilities as the Board of Directors is permitted to delegate under applicable law, should be delegated to the Portfolio’s Investment Officer. The Investment Officer may delegate such authority to Advisor and/or Administrator for the Portfolio. The Board of Directors should exercise oversight through periodic review of a Portfolio’s Investments and these procedures in connection with investment and other decisions as described herein. Additionally, within the limits of these Investment Policies, the Investment Officer of the Portfolio shall be authorized, to the fullest extent allowable by law, to deposit, withdraw, invest, reinvest, transfer and otherwise manage the assets of the Portfolio and may delegate such authority to the Advisor and Administrator for the Portfolio, to the fullest extent permitted by law. Town Council Page 297 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 10 Section 6.03 Management Reports. At least quarterly, the Investment Officer shall cause to be prepared and shall sign a written report concerning the investment transactions of the Portfolio for the preceding quarter, describing in detail the investment position of the Portfolio as of the date of the report, and providing an analysis of the credit risk posed by the securities underlying such investments (consistent with the requirements of Section 4.04). If the Directors have appointed two or more Investment Officers for the Portfolio, those officers shall prepare the report jointly. The report shall be signed by each Investment Officer and shall be delivered to the Board of Directors. In addition to the foregoing, the Investment Officer (or its delegate), shall provide information requested by the Board of Directors to assess the credit risk posed by the investment positions of the Portfolio, and shall keep a report of decisions made by the Board of Directors in that regard. In addition to the foregoing, the Administrator shall provide a summary of the results of its daily determination of market price pursuant to Section 10.04 herein, as well as a description of the methods used to calculate the deviation between such price and the Fund’s amortized cost value to the Board of Directors no later than at the Board of Directors’ next regularly scheduled meeting. Where the Board of Directors believes the extent of any deviation from Portfolio’s amortized cost price per share may result in material dilution or other unfair results to investors or existing Unitholders, it shall cause the Portfolio to take such action as it deems appropriate to eliminate or reduce to the extent reasonably practicable such dilution or unfair results. Section 6.04 Actions Reserved for Board of Directors. Notwithstanding the terms of this Article, in no event shall any Investment Officer (or the Advisor or Administrator) have the authority to take any action with respect to the Portfolio on behalf of the Board of Directors if such action is related to any of the following: a. Determinations with respect to the risk posed by the acquisition of securities that are not rated by a nationally recognized rating agency, or that are rated by only one nationally recognized rating agency; b. Assessments of the accuracy of the amortized cost method for purposes of valuing the Portfolio as required by Section 10.04; c. Assessments of the risk posed by securities that have been downgraded under the terms of Section 11.01, and findings to the effect that disposal of the such securities would not be in the best interests of the Unitholders; d. Assessments of the risk posed by securities that are in default under the terms of Section 11.02, and findings to the effect that disposal of the such securities would not be in the best interests of the Unitholders; and e. The establishment or amendment of written procedures concerning the valuation of the Portfolio using the amortized cost method under Section 10.04. ARTICLE VII RETENTION OF CONSULTANTS Section 7.01 Agreements. When authorized by a majority of the Directors, the Board of Directors may, subject to the laws of the State of Texas, from time to time enter into one or more agreements whereby a Person shall Town Council Page 298 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 11 be designated as general manager of the Cooperative and shall agree to serve as such. Subject to the terms of Article VI, the general manager may perform the administrative, investment advisory, custodial, and marketing duties for the Cooperative or shall enter into subcontracts for performance of such duties, with the consent of the Board of Directors. ARTICLE VIII CUSTODIANS Section 8.01 Appointment and Duties. The Board of Directors shall at all times employ one or more Custodians with authority: (1) to hold the securities owned by the Cooperative and to deliver the same upon written order; (2) to receive and give receipt for any money due to the Cooperative and deposit the same in its own banking department or elsewhere as the Directors may direct; and (3) to disburse such funds upon orders or vouchers. The Custodian shall be required to collateralize any cash of the Cooperative held by it in excess of FDIC insurance. Each such agreement shall be subject to such restrictions, limitations and other requirements, if any, as may be contained under the laws of the State of Texas, these policies, or the Bylaws of the Board of Directors. The Custodian shall deliver and pay over all property of the Cooperative held by it as directed by the Directors. The Directors may also authorize the Custodian to employ one or more sub-custodians, co-trustees, or agents from time to time to perform acts and services on behalf of the Custodian. Section 8.02 Repurchase Agreement Custodians. Only the Custodian, any of its agents, the Federal Reserve or any other third party which is approved by the Board of Directors or the Investment Officer, and which (a) is subject to supervision by state or federal regulators; and (b) maintains (or whose parent maintains) at least $25,000,000 in capital and surplus shall hold collateral securing Repurchase Agreements entered into by the Cooperative. ARTICLE IX PORTFOLIO TRANSACTIONS The Advisor shall have no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities of the Cooperative. Where possible, the Advisor shall deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. It is the policy of the Cooperative to obtain the best net results in conducting portfolio transactions, taking into account such factors as price, the size, type and difficulty of the transactions involved, the firm’s general execution and operations facilities and the provision of supplemental investment research by the firm. The Advisor may dispose of securities without regard to the time they have been held when such actions, for defensive or other Portfolio management reasons, appear advisable. Notwithstanding the foregoing, the Advisor may not take such action without the consent of the Board of Directors if such disposal is in connection with an event described in Section 11.01 or 11.02. Portfolio investments will not be purchased from or sold to the Advisor or the Administrator or any affiliate of the Advisor or the Administrator. Town Council Page 299 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 12 ARTICLE X VALUATION OF ASSETS Section 10.01 Assets and Liabilities of the Portfolio. A. All consideration received by the Cooperative for Units of the Portfolio together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be referred to as “assets belonging to” the Portfolio. The assets belonging to the Portfolio shall be so recorded upon the books of the Cooperative, and shall be held by the Cooperative for the benefit of the Unitholders of the Portfolio. B. The assets belonging to the Portfolio shall be charged with all expenses, costs, charges, and reserves attributable to the Portfolio. Any expenses, costs, charges, or reserves of the Cooperative which are not readily identifiable as belonging to the Portfolio shall be allocated and charged by the Board of Directors to the Portfolio in such manner as the Board of Directors in its sole discretion deems fair and equitable, and such expenses, costs, charges, and reserves shall be payable from the assets belonging to the Portfolio. Each such allocation shall be conclusive and binding upon all Participants for all purposes. Any creditor of the Portfolio may look only to the assets of the Portfolio to satisfy such creditor’s debt. C. To the extent that the expenses, costs, charges, and reserves of the Cooperative or of the Portfolio are allocated pursuant to this Section to the Units of a Participant, that Participant authorizes the funding of such out of earnings from the investment of that Participant’s interest in the Cooperative assets, which are current revenues of that Participant for the year within its immediate control when such items were incurred. Section 10.02 Distributions. Earnings on the assets of the Portfolio shall be accrued daily and shall be distributed on the first day of the month following the month in which such earnings are accrued. Such earnings may be distributed in the form of cash sent to a Participant, or credited to the Participant’s account in the form of full or fractional Units. Notwithstanding the foregoing, the Board of Directors may at any time declare and distribute pro rata among the Unitholders of a particular Portfolio (as of the record date of the Portfolio fixed by the Board of Directors) a distribution in the form of Units. Section 10.03 Determination of Net Income and Net Asset Values. The net interest income of the Portfolio shall be determined each business day, and consists of (i) the sum of (a) interest accrued, (b) discount earned (including both original issue and market discount), and (c) realized capital gains (amortized over a period not to exceed 30 days) less (ii) the sum of (a) amortization of premium, (b) the estimated expenses of the Portfolio applicable to that distribution period, and (c) realized capital losses (amortized over a period not to exceed 30 days). All net income of the Portfolio so determined is declared as earnings to Participants each day. Earnings accrue throughout the month and are distributed on the first business day of the following month, at which time they are reinvested as additional Units at the current Net Asset Value (expected to be $1.00), unless the Participant has elected to have them paid out. If the entire balance in an account is withdrawn during the month, the accrued distributions will be paid on or before the first business day of the following month. The Net Asset Value per Unit of the Portfolio is calculated each business day by adding the amortized book value of the Portfolio securities and other assets, deducting accrued expenses and arrearages, and dividing by the number of Units outstanding. The result of this computation will be rounded to the nearest whole cent. As previously noted, it is the intention of the LOGIC I Portfolio to maintain a Net Asset Value of $1.00, as determined in accordance with terms of Section 10.04. To the extent that the Board elects to utilize a net asset value per share determined by using available market Town Council Page 300 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 13 quotations in lieu of amortized accounting, the Fund will reflect market fluctuations and any unrealized gains and losses resulting from those fluctuations on a daily basis. Section 10.04 Amortized Cost Method. The assets of the Portfolio are marked to market daily using the fair value method. Due to the fact that amortized cost, which generally approximates the market value of the assets, it has been deemed to be a proxy for fair value, Portfolio assets are valued on the basis of the amortized cost valuation technique. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty of valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the Portfolio would receive if it sold the instrument. Although the Portfolio values its instruments on the basis of its amortized cost, certain occasions may arise on which the Portfolio sells some Portfolio holdings prior to maturity. The proceeds realized by such a sale may be higher or lower than the original cost, thus resulting in a capital gain or loss. The Board of Directors of the Cooperative has determined, in good faith, that it is in the best interests of the Portfolio and the Unitholders to maintain a stable net asset value per Unit, by virtue of the amortized cost method, which, as stated above, has been deemed to be a proxy for fair value. The Portfolio will continue to use such method only so long as the Board of Directors believes that it fairly reflects the market-based net asset value per Unit. The Board of Directors shall assess the fairness of the amortized cost method not less than at each regularly scheduled meeting (or more frequently as determined by the Board of Directors based on current market conditions) based on reports received from the Investment Officer under Section 6.03, together with any other information reasonably required to make such determination. The Board of Directors shall keep a record of any such determination. The Board, in its discretion, may elect to cease utilization of amortized accounting and to utilize the fair value method at any time. The Board of Directors has established policies to stabilize, to the extent reasonably practicable, the net asset value of the Portfolio at $1.00. The Administrator shall determine the market price of all investments daily. The Administrator shall promptly notify the Board of Directors if the deviation between amortized cost and market-determined values or the deviation between market- determined values and $1.00 exceeds $0.0030 per share. In the event the deviation from amortized cost per share or the deviation between market-determined values and $1.00 exceeds $0.0040, the Board shall promptly hold a meeting. The Board of Directors shall then determine the action necessary, if any, to eliminate or reduce to the extent reasonably practicable any dilution or unfair results to existing Unitholders. Where the Board of Directors believes that the extent of any deviation from the Portfolio’s amortized cost price per share may result in material dilution or other unfair results to investors or existing Unitholders, it shall cause the Portfolio to take such action as it deems appropriate to eliminate or reduce to the extent reasonably practicable such dilution or unfair results. Section 10.05 Monitoring Market Price of Investments. The market price of all investments in the Portfolio is monitored daily by the Advisor. An independent or affiliated commercial pricing services or third party broker-dealers may be utilized, subject to the approval of the Board of Directors. Overnight Repurchase Agreements shall be valued at par. Collateral securing Repurchase Agreements shall be monitored daily by the custodian for the collateral and reviewed by the Advisor. An independent or affiliated commercial pricing services or third party broker-dealers may be utilized to determine market price. The Advisor and Administrator shall retain a record of the market prices determined pursuant to this section. Town Council Page 301 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 14 ARTICLE XI DOWNGRADES AND DEFAULTS Section 11.01 Rating Downgrade. In the event that the short-term credit rating of a security in a Portfolio has been downgraded by a widely recognized nationally recognized statistical rating organization and, following such downgrade, the security would no longer represent an eligible investment for the Portfolio, unless the security matures within five (5) business days, the Advisor shall sell the security (only after notifying the Board of Directors or its designee) within five (5) business days, absent notice from the Board or its designee, that disposal of the security would not be in the best interest of the Portfolio (which determination may take into account, among other factors, market conditions that could affect the orderly disposition of the security). Such determination shall be made a record of the Advisor. Section 11.02 Defaults. Upon the occurrence of any of the events described below, the Advisor shall immediately notify the Board of Directors. Absent contrary instructions from the Board of Directors (which shall be consulted by the Advisor prior to taking any action), the Advisor shall sell the affected security as soon as practicable consistent with achieving an orderly disposition of the security, absent a finding by the Board of Directors that disposal of the security would not be in the best interests of the Portfolio (which determination may take into account, among other factors, market conditions that could affect the orderly disposition of the security). The relevant events are: a default with respect to a Portfolio security (other than an immaterial default unrelated to the financial condition of the issuer); a Portfolio security ceases to be eligible for investment under the terms of these Policies; a Portfolio security has been determined to no longer present minimal credit risks; or an event of insolvency occurs with respect to the issuer of a Portfolio security. An event of insolvency means with respect to a person: (i) an admission of insolvency, the application by the person for the appointment of a trustee, receiver, rehabilitator, or similar officer for all or substantially all of its assets, a general assignment for the benefit of creditors, the filing by the person of a voluntary petition in bankruptcy or application for reorganization or an arrangement with creditors; or (ii) the institution of similar proceedings by another person which proceedings are not contested by the person; or (iii) the institution of similar proceedings by a government agency responsible for regulating the activities of the person, whether or not contested by the person. ARTICLE XII MISCELLANEOUS Section 12.01 Limited Liability. All persons providing services or property to, contracting with, or having any claim against the Cooperative, the Board of Directors or the Directors shall look only to the assets of the Portfolio for payment thereof or thereunder; and neither the Board of Directors, the Unitholders nor the Directors, whether past, present, or future, shall be personally liable therefor. Nothing in these policies shall protect a Director against any liability to which the Director would otherwise be subject by reason of fraud, willful misfeasance, or bad faith in the conduct of the office of Director hereunder. Section 12.02 Ownership of Assets. No Unitholder shall be deemed to have a severable ownership in any individual asset of the Cooperative or any right of partition or possession thereof, but each Unitholder shall have a proportionate undivided beneficial interest in the assets of the Cooperative or of the Portfolio of the Cooperative. Town Council Page 302 of 355 Meeting Date: Monday, May 5, 2014 LOGIC INVESTMENT POLICIES 15 Section 12.03 Board Minutes. The Board of Directors shall cause minutes of each meeting of the Board of Directors to be recorded and maintained for a period of not less than six years. Section 12.04 Open Records Act; References; Principal Office. A. The original or a copy of these policies, as amended, shall be kept at the office of the Board of Directors, where it may be inspected by any Unitholder. All records of the Cooperative and Board of Directors will be maintained in accordance with the Open Records Act. B. Anyone dealing with the Cooperative may rely on a certificate by an officer or Director of the Board of Directors as to whether or not any supplements to these policies have been made and as to any matters in connection with the Cooperative hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Director of the Board of Directors to be a copy of this instrument or of any supplement. In this instrument or in any such supplement, references to this instrument, and all expressions like “herein”, “hereof” and “hereunder” shall be deemed to refer to this instrument as amended or affected by any such supplement. Headings are placed herein for convenience of reference only, and in case of any conflict, the text of this instrument, rather than the headings, shall control. C. The principal office of the Board of Directors shall be located at 325 North St. Paul Street, Suite 800, Dallas, Texas 75201, or such other office as the Directors may from time to time determine. Section 12.05 Board Review. The Board of Directors will review these investment policies in their entirety at least annually. January 2013 Town Council Page 303 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1045-T Name: Status:Type:Agenda Item Regular Session File created:In control:3/20/2014 Town Council On agenda:Final action:4/21/2014 Title:Consider and take appropriate action regarding updates to the Town Procurement Policies and Procedures and to the Town Travel and Training Policy. Attachments:Staff Report - Procurement Policies and Procedures and Travel and Training Policy.pdf Town of Trophy Club Procurement Policies and Procedures.pdf Town of Trophy Club Travel and Training Policy.pdf Action ByDate Action ResultVer. Consider and take appropriate action regarding updates to the Town Procurement Policies and Procedures and to the Town Travel and Training Policy. Town Council Page 304 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Steven Glickman, Director of Finance CC: Mike Slye, Town Manager Tammy Ard, Town Secretary Re: Town Procurement Policies and Procedures and Town Travel and Training Policy Town Council Meeting, Monday, May 5, 2014 Agenda Item: Consider and take appropriate action regarding updates to the Town Procurement Policies and Procedures and to the Town Travel and Training Policy. Explanation: In an effort to update and ensure that all policies agree with each other, the Town Council has before them both the Town Travel and Training Policy and the Town Purchasing Policy. CFAB has reviewed both policies and recommends adoption of both by the Town Council. CFAB recommended one change to the Travel and Training Policy being that when traveling in groups the Director, Manager, or most senior employee may use their purchasing card to pay for the meals of the group when dining together. Staff identified an additional change in the review being that the policy is contradictory on reimbursement and gasoline for employees that receive a car allowance and are travelling over 50 miles one-way, potentially allowing both. This error has been corrected to allow only gasoline reimbursements and not mileage for one-way travel in excess of 50 miles. CFAB recommended that the Purchasing Policy mirror the Travel and Training Policy regarding travel, meals, and use of purchasing cards which is how it is presented to Council for approval. Attachments: • Town of Trophy Club Procurement Policies and Procedures • Town of Trophy Club Travel and Training Policy Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Town Council Page 305 of 355 Meeting Date: Monday, May 5, 2014 Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: Staff recommends Council approval of the changes to the Town Procurement Policies and Procedures and to the Town Travel and Training Policy. Town Council Page 306 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB PROCUREMENT POLICIES AND PROCEDURES SECTION 1.0: POLICIES 1.01 Purpose The purpose of the Town’s Procurement Policy is to provide the parameters for the expenditure of funds in the procurement of goods and services for the Town of Trophy Club. The policies and procedures outlined herein are intended to comply with the Town of Trophy Club’s Mission and legally mandated federal and state statutes. 1.02 Policy Regardless of the value of the expenditure, it is the policy of the Town of Trophy Club to promote competition that produces the highest quality goods and services at the lowest possible price whether or not the item is subject to bid. The Town Manager in coordination with the Town Council is charged with establishing the policies for the procurement of all goods and services. The Finance Department: • Develops purchasing objectives, programs, and procedures for the acquisition of materials, equipment, supplies, and services; • Helps department managers provide open and fair competition to vendors; and • Helps departments prepare and obtain approval of purchase orders, price agreements, and contracts. The Town Secretary’s Office/Department Managers or designee: • Receives, and monitors formal bids for purchases. The Department Managers: • Develops and maintains technical and non-technical commodity specifications; • Ensures funding is available for procurement in department budgets; • Provides open and fair competition to vendors; • Prepares requisitions; • Obtains approval of purchase orders, price agreements, and contracts; • Prepares requests for proposals (RFPs), requests for qualifications (RFQs) and requests for bids (RFBs); and Town Council Page 307 of 355 Meeting Date: Monday, May 5, 2014 • Monitors and evaluates the performance of vendors including, but not limited to, compliance with contract specifications. 1.03 Free and Open Competition All procurement transactions, regardless of dollar value, whether advertised or negotiated, shall be conducted in a manner so as to provide maximum free and open competition. The Town Manager or Town Council should be alert to organizational conflicts of interest or noncompetitive practices among contractors that may restrict or eliminate competition or otherwise restrain trade. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors who develop or draft specifications and other requirements for solicitation instruments (Requests for Bids or Proposals) shall be excluded from competing for such procurement. 1.04 Compliance In order to have an efficient purchasing function, all departments must work in close cooperation with the Finance Department. Departments can ensure compliance with the Town’s policies and procedures by: • Informing departmental personnel of the purchasing requirements and ensuring adherence; • Planning purchases in advance in order to allow sufficient time to advertise, when necessary, obtain proposals, quotations, or bids, determine best source, and issue purchase orders with reasonable lead-time for delivery and thus prevent emergencies; • Providing accurate and concise specifications for items requested and timely preparing requisitions; • Inspecting or supervising the inspection of commodities, services and equipment delivered; and determining acceptability of their quality, quantity, and conformity with specifications; and • Providing complete written documentation of a vendor's performance to be used in future bid award evaluations. SECTION 2.0: CODE OF ETHICS Officers and employees of The Town of Trophy Club are public servants, who will carry out their activities in a fair and legal manner avoiding actual or perceived conflicts of interest. All officers and staff members are expected to conduct the activities of the Town in full compliance with the law and in an honest, fair, and courteous manner. Officers and staff members must neither ask nor expect contractors, vendors or others with whom the Town does business to favor the Town, the officer, or the individual staff member with special treatment. Officers and staff Town Council Page 308 of 355 Meeting Date: Monday, May 5, 2014 members should not permit personal preferences and dislikes to affect decisions related to their duties. To do so acts against the Town’s policy which is to treat all individuals, members, potential members, contractors, and others fairly and equitably. Conversely, officers and staff members are expected to use their best professional judgment and expertise when evaluating potential vendors and contracts for purchasing goods and services. This section does not preclude officers and staff from considering past purchasing experience with a specific vendor when making a future purchasing decision or recommendation to Town Council. Third party references and vendor experience may be considered by the Town when evaluating and awarding contracts for purchases. SECTION 3.0: CONFLICT OF INTEREST 3.01 Contracts Specifically, with reference to contracts, no employee or officer of the Town who exercises any functions or responsibilities in the review or approval of an undertaking or the carrying out of one of Town’s contracts shall participate in any decision relating to that contract if the decision affects his or her personal financial interest, such officer or employee has a substantial interest as defined by state law, or participation by such officer or employee is otherwise prohibited by state law or Town policy. If a former staff member or Town officer has worked less than one year for a business seeking to contract with the Town, the business entity must make this known and must describe the relationship between the former employee/officer and the firm. In no instance may this former employee/officer have hours billed on any project or program. To do so is reason for not awarding a contract. 3.02 Declaration of Conflict of Interest In the event of a conflict of interest as defined by state law, the affected officer or employee must file a signed affidavit declaring his or her conflict of interest. The affidavit must be filed with the Town Secretary. Such official, officer or employee must abstain from discussion of or voting on a bid, proposal, or contract submitted by a business entity in which he/she has a substantial interest. More specifically, in addition to the requirement to complete an affidavit, when an item is placed before a Board, Commission, Committee, or Town Council for review, any and all members of those bodies who has a conflict of interest shall announce that he/she has such conflict and shall leave the room until the body has discussed and taken action on the item for which the member has a conflict. Moreover, it is the policy of the Town that an employee who has a substantial interest in a business entity as defined by state law, shall follow the procedure outlined in this section by completing an affidavit and leaving the room where a discussion and/or vote is taking place regarding the business entity in which the employee has an interest. Further, it is the obligation of officials, officers, and employees to avoid apparent conflicts of interest by abstaining and following the procedures specified in this section. Officials, officers, and employees shall abstain from participating in the procurement process, which includes but is not limited to discussions, lobbying, rating, scoring, recommending, providing current copies of contracts outside of Public Information Act process, explaining or assisting in the design or approval of the procurement process on contract with the organization he or she represents or from which he or she receives a direct financial Town Council Page 309 of 355 Meeting Date: Monday, May 5, 2014 benefit; or on contracts with organizations in which a family member will realize a direct benefit. 3.03 Violations and Remedies Violations of the provisions of this Article constitute misconduct, subjecting the violator to any and all penalties prescribed by law. Penalties, sanctions, or other disciplinary actions, to the extent permitted by state or local law, rules or regulations, shall be imposed for violations of the code of conduct/conflict of interest standards, by the Town’s officers, employees or agents or by persons, contractors or their agents, when the procurement involves state or federal programs and/or funds. Appropriate sanctions, penalties, or disciplinary actions shall be applied for violation(s) of these policies and/or state law. Violations of state or federal law shall be referred to the proper authority having jurisdiction over it. 3.04.1 Substantial Interest A person has a substantial interest in a business entity if: (1) the person owns 10 percent or more of the voting stock or shares of the business entity or owns either 10 percent or more or $15,000 or more of the fair market value of the business entity; or (2) funds received by the person from the business entity exceed 10 percent of the person’s gross income for the previous year. Additionally, a local public official is considered to have a substantial interest if a person related to the official in the first degree by blood or marriage, as defined by Chapter 573 of the Texas Government Code, has a substantial interest as defined herein. SECTION 4.0: LEGAL CONSIDERATIONS 4.01 Procurements Exempt from State Law Competitive Bid Requirements Purchases made by the Town shall be in accordance with State law. Except as specifically exempted by state law or by the terms of this Procurement PolicIes and Procedures Manual, including but not limited to Sections Four, Five and Seven, written, competitive bids must be taken for all procurements equal to or in excess of $50,000. Procurements exempt from the competitive bid requirement are as follows: • Those made in case of public calamity, where it is necessary to act immediately to appropriate money to relieve the necessity of the Town’s residents or to protect or to preserve Town property and for which Town Council has approved a Resolution ratifying the expenditure as an exception to the competitive bid requirement. Public calamity shall mean a grave event or occurrence that causes great loss or distress for the residents of the Town, including but not limited to natural disasters, acts of war, acts of terrorism, and other events as authorized by law or as determined by the Town Council to constitute a public calamity after consideration of the existing facts and circumstances. Purchases made pursuant to this exception shall be in accordance with the Emergency Management Procedures in effect at the time of the purchase; • Those made necessary by unforeseen damage to Town property, machinery or equipment for which Town Council has approved a Resolution ratifying the expenditure as an exception to the competitive bid requirement. Such resolution shall explain the nature of the damage, Town Council Page 310 of 355 Meeting Date: Monday, May 5, 2014 the cause of the damage, and the urgent need that supports the use of an exception to competitive bid. Unforeseen damage shall mean unexpected damage caused by some natural force or act of vandalism or other criminal or negligent act or omission. Purchases made pursuant to this exception shall be in accordance with the Emergency Management Procedures in effect at the time of the purchase; • A procurement necessary to preserve or to protect the public health or safety of the Town’s residents for which Town Council has approved a Resolution ratifying the expenditure as an exception to the competitive bid requirement. Purchases made pursuant to this exception shall be in accordance with the Emergency Management Procedures in effect at the time of the purchase; • Those for personal, professional, or planning services as budgeted are exempt from competitive bid; however, the procurement of those types of services shall be done in accordance with state law requirements and the RFQ/RFP process as specified in the Town’s Procurement Policies and Procedures manual, including but not limited to Section 5.07 of that manual; • Those for work performed and paid for by the day as work progresses as budgeted by the Town Council; • A purchase of land or right-of-way for which Town Council has approved a Resolution authorizing the expenditure as an exception to the competitive bid requirement; • Items that are available from only one source and for which Town Council has approved a Resolution authorizing the expenditure as an exception to the competitive bid requirement; • A purchase of rare books, papers, and other library materials for a public library and for which Town Council has approved a Resolution authorizing the expenditure as an exception to the competitive bid requirement; • Paving, drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; • A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters and for which Town Council has approved a Resolution authorizing the expenditure as an exception to the competitive bid requirement; • A payment under a contract by which a developer participates in the construction of a public improvement as provided by Chapter 212 of the Texas Local Government Code and Town Council Page 311 of 355 Meeting Date: Monday, May 5, 2014 for which Town Council has approved a Resolution authorizing the expenditure as an exception to the competitive bid requirement; • Personal property sold: o At an auction by a state licensed auctioneer provided that such purchase has been approved as a part of the budget or that the Town Council has approved a Resolution authorizing the expenditure as an exception to the competitive bid requirement; o At a going out of business sale held in compliance with Chapter 17, Texas Business and Commerce Code provided that such purchase has been approved as a part of the budget or that the Town Council has approved a Resolution authorizing the expenditure as an exception to the competitive bid requirement o By a political subdivision of the state of Texas, a state agency of the State of Texas, or an entity of the federal government pursuant to an interlocal agreement approved by Town Council; or o Under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391 of the Texas Local Government Code provided that such purchase has been approved as a part of the budget and that Town Council has approved the interlocal contract for cooperative purchasing; • Services performed by blind or severely disabled persons; • Goods purchased by a municipality for subsequent retail by the municipality and for which Town Council has approved a Resolution authorizing the expenditure as an exception to the competitive bid requirement; • Electricity; or • Purchases made pursuant to an approved cooperative purchasing program or those from an approved state program provided that Town Council has approved participation in the cooperative purchasing or approved state program. Contracts shall be awarded in a manner consistent with the provisions of Town policy statements and state law. 4.02 Conflict of Interest An employee of the Town may not solicit bid quotations from relatives of the employee or relatives of another Town employee on products to be purchased by The Town. 4.03 Public Access to Procurement Information Procurement information shall be a public record to the extent provided by the Texas Open Records Act and the Freedom of Information Act and shall be available to the public as provided therein. If a proposal contains information that the bidder considers proprietary and does not want disclosed to the public or used for any purpose other than the evaluation of the offer, all Town Council Page 312 of 355 Meeting Date: Monday, May 5, 2014 such information must be clearly marked as proprietary and confidential by making such notation on each page or portion thereof containing propriety and confidential information. The Town reserves the right to duplicate, use, or disclose the information as needed to prepare contract documents and working documents for the project and is not liable for accidental disclosure of such information. 4.04 Confidentiality of Bidders Quotations A vendor’s bid/proposal is confidential until opened. Therefore, no bid or proposal shall be opened before the date and time of the published opening of such bid/proposal. Opening bids/proposals prior to the publication date and time is a violation of state law and Town policy. SECTION 5.0: METHODS OF PROCUREMENT 5.01 General The Town has four methods for procuring goods and services each of which is determined by the total estimated cost of the purchase. However, regardless of the cost of the purchase, the objective is to secure the highest quality goods and services at the lowest possible price. No purchase may be split to circumvent the dollar amount requirements. With the exception of Petty Cash and procurement card purchases, the procurement process begins with the preparation and approval of a Purchase Order (see Section 6.0). All purchases except those made through Petty Cash, Procurement Card, or those listed under the exemptions in Section 6.0 must be made through an approved Purchase Order or Contract. Purchase Orders will not be issued “after-the-fact”. 5.02 Petty Cash Purchases - Cost up to $100 All Town departments and employees have access to the use of petty cash funds for individual item purchases with dollar values not in excess of $100. The petty cash fund is to be used for small purchases that the employee can pick up at a local facility if a purchasing card is not accepted or if the employee has not been given a purchase card. Town employees are not to misuse petty cash funds by splitting a purchase into more than one transaction in order not to exceed the $100 limit. A petty cash slip must be completed and signed by the requesting employee and authorized by the employee’s manager. Receipts for each transaction must accompany the petty cash slip. Neither a purchase requisition nor competitive bids are required when using petty cash. 5.03 Procurement Card Purchases –Travel Expenses • Personal travel expenses (expenses made in support or for the benefit of anyone other than the employee/official or expenses made in support or for the benefit of the employee which are not attributable to Town business) may not be charged to a procurement card issued by the Town of Trophy Club. All travel and related expenses incurred must be documented and submitted to the Town along with a completed Travel Expense Form that includes all receipts and supporting documents in accordance with IRS codes and regulations. A copy of the Travel Expense Form is attached as Exhibit “A” to this Procurement Policies and Procedures Manual. Town Council Page 313 of 355 Meeting Date: Monday, May 5, 2014 • If the training or seminar was not approved through the budget process, written permission must be obtained from the Department Manager or Town Manager prior to travel. There must be money in the budget to cover the travel unless the Town Manager or designee makes the exception. • Transportation – Attach a copy of the airline ticket showing flight times to the appropriate purchasing card transaction sheet received from the Procurement Card Administrator. If the mileage to drive your personal car is more than the cost of the airline ticket plus ground transportation (i.e. taxi or shuttle service) plus airport parking costs, the employee reimburses the difference. Attach a copy of taxi or shuttle service receipts if applicable to the purchasing card transaction sheet if they take a purchasing card. If you drive your personal car and claim mileage, you cannot charge your gasoline on your purchasing card. If you drive a Town of Trophy Club vehicle or if you receive a car allowance, you can charge your gasoline for out-of town trips. • Lodging – A copy of the invoice showing all expenses should be attached to the purchasing card transaction sheet received from the Procurement Card Administrator. In-room movies or pay television, personal phone calls in excess of $5 per day, golf, sporting events, dry cleaning or laundry, and valet parking are not reimbursable expenses. For Texas destinations, you need to present a copy of the Texas Sales and Use Tax Exemption Certification. State taxes should not be paid but city taxes may or may not be exempt depending on local resolutions. • Meals – Receipts should be attached to the purchasing card transaction sheet received from the Procurement Card Administrator. You actually need two receipts. One would include the breakdown of items bought. The other would be the receipt that shows the actual amount charged that includes a reasonable gratuity. No alcoholic beverages may be charged. The total for the day depends on the time you leave and the time you come back. Generally, you must be traveling by 8:00 a.m. to receive breakfast and stay after 6:00 p.m. to receive the evening meal. The maximum reimbursable expenses for meal and incidental expenses (M&IE) are not to exceed the U.S. General Services Administration’s (GSA) daily rate. This daily rate includes taxes and gratuities.. • Registration – if you do an on-line registration, be sure to screen print details that show how much the conference costs, dates of the conference, and name of the conference. If you fax the registration information, keep a copy of the same details. Attach the copy to the purchasing card transaction sheet. • Any unauthorized expenses are the responsibility of the cardholder and must be reimbursed to the Town of Trophy Club. • The Town Manager or designee must approve any exceptions to the above. Town Council Page 314 of 355 Meeting Date: Monday, May 5, 2014 Additional rules and procedures applicable to training and travel are outlined in Training and Travel, in the Town’s Personnel Policies, including all amendments thereto. Currently designated as Section 108 of the Town’s Personnel Policies. 5.04 Procurement Card Purchases The intent of the procurement card is to provide a controlled, but less labor-intensive alternative to the existing procedures for purchasing and paying for items up to the predetermined credit limits. The Department Managers shall determine employees within each Department who are to be issued a procurement card and the transaction value limit to be assigned to each individual’s card. The Town Manager or designee shall approve all limits. Cards are issued in the name of the designated Town employee and the Town of Trophy Club. The card remains the property of the Town of Trophy Club. Each potential cardholder shall attend a training session and sign a procurement card policy that documents the cardholder’s responsibilities prior to being issued a card. The Procurement Card is to be used to make purchases for operations included in the Town’s approved budget. Violations of these requirements may result in revocation of use privileges and/or disciplinary action, up to and including termination of employment. Employees who have inappropriately used the Procurement Card will be required to reimburse the Town for all costs associated with the improper use. Department Managers shall report any violations of this policy or abuse of a procurement card to the Town Manager or designee. Department Managers who fail to properly report such violation or abuse shall be subject to disciplinary action, up to and including termination of employment. Each employee who has been issued a card shall ensure that a receipt that indicates the place, date and nature of the purchase is obtained each time the card is used. The receipts will be attached to the procurement card transaction sheet, which will be signed, dated, and turned in to each applicable Department Manager who will review each purchase for appropriateness. The Department Manager shall sign the purchasing card transaction sheet as an indication that all transactions have been reviewed and approved and forward it to the Procurement Card Administrator within the specified time limit of no more than three days. The Procurement Card Administrator will reconcile the individual Department packets with the monthly statement received from the issuing Bank. Should any charges not be supported by receipts, the Procurement Card Administrator will notify the applicable Department Manager who shall obtain a receipt or other proper documentation evidencing the nature and amount of the purchase. In the event that a receipt is lost or an employee fails to obtain a receipt, a lost receipt form shall be completed and attached to the procurement card transaction sheet. Such form shall contain an explanation of the reason that the receipt was not obtained or was lost and any and all steps taken to obtain a duplicate copy of the receipt. The lost receipt form shall be signed by the Manager or Director of the Employee’s Department. An employee’s procurement card privileges may be revoked for failure to provide a receipt or otherwise comply with the Town Purchasing Policies and Procedures Manual. Use of a procurement card for a purchase in excess of $2,500 shall require the review and approval of the Town Manager or designee. If a purchase order is issued, attach the original purchase order with the appropriate signatures to the procurement card transaction sheet so that Finance can close the purchase order for financial reporting. The Procurement Card Administrator is responsible for compliance with the issuing bank’s Procurement Card guidelines and notifying Town Council Page 315 of 355 Meeting Date: Monday, May 5, 2014 the Town Manager or designee of any problems. Additionally, each Department Manager shall be responsible for taking appropriate remedial action to correct noncompliance with the Town’s policies and procedures governing procurement cards by his or her respective employees. 5.05 Purchases over $3,000 but less than $50,000 If the cost of the item(s) exceeds $3,000 but is less than $50,000, departments are required to secure at least three (3) documented quotes on the item(s). In keeping with State Law, at least two (2) of the quotes must be from Historically Underutilized Business (HUBs) located in Denton County or Tarrant County based upon information provided by the State Comptroller. If a purchase falls within the foregoing cost parameters and if a firm classified as a HUB handles that type of product, such HUB must be contacted on a rotating basis, but a department must attempt to contact at least two (2) HUB's on each order. Once all bids have been received and evaluated, the Department Manager or his or her designee will place the purchase to the lowest responsible bidder. In the event that a Department Manager or his or her designee desires to award a bid to a bidder other than the low bidder, such employee shall provide a detailed explanation in writing specifying why the lowest bidder was not accepted. Such written explanation shall be attached to the bid sheet. 5.06 Competitive Sealed Bids - Cost Equal to or Over $50,000 The Town Council must approve all non-budgeted or unanticipated purchases with values equal to or in excess of $50,000 prior to the purchase. Once a resolution has been passed or approval has been granted, the purchase must be made through the use of competitive sealed bids (see Section 7.0) or some other purchasing method as authorized by this policy. Invitations for sealed bids shall include specific instructions to the vendors concerning bid submission requirements including the time, date and place for receipt of bids by the Town. Competitive sealed bids are to be advertised in local newspapers of general circulation under the legal notices section. The bid must be advertised at least fourteen (14) days prior to the date of the bid opening. The advertisement is to give adequate instruction as to the nature of the bid, date and time of bid opening, and bidders conference, if applicable. Exceptions to Competitive Sealed Bidding Competitive sealed bidding is not necessary if one of the exceptions in Section 4.0 of these policies is applicable. 5.07 Professional Consulting Services Contracts –RFQ/RFP Process a. RFQ/RFP Process - Professional consulting services means those within the scope of the practices of accounting, architecture, land surveying, professional engineering, and other areas as defined by the laws of the State of Texas. Such services to the Town are to be provided pursuant to a third party independent contractor agreement for a specified time period. Competitive bidding shall not be used to select the professionals/consultants contracted by the Town. Compensation will be negotiated before the contract is signed and after the consultant has been selected on the basis of his or her demonstrated competence and qualifications to perform the services for a fair and reasonable price. When professional Town Council Page 316 of 355 Meeting Date: Monday, May 5, 2014 consulting services are needed, the Department requesting the services will prepare a Request for Qualifications setting forth a description of the scope of services needed, the minimum desired qualifications, credentials and experience, and the relative importance of each, and will forward that information to the Town Manager. The RFQ shall be advertised and may also be sent out to qualified vendors whom Town staff recommends. The Town Manager will assemble a team (Selection Team) of appropriate staff that will evaluate the responses submitted by those firms whose qualifications meet the requirements set forth in the Request for Qualifications. Requests for Proposals shall be solicited and processed in accordance with the requirements set forth in Section 5.07(b) hereof. b. RFP Process - A Request for Proposal (RFP) will be sent to each consultant identified by the Selection Team in accordance with the RFQ process set forth in Section 5.07(a) above. However, if the two-step RFQ/RFP Process is not utilized and the single step RFP process is utilized, then the RFP must be advertised and must require that proposals contain information identifying qualifications, credentials, and experience of those vendors submitting a response. The RFP shall also list the services desired and a deadline for return of the RFP. The request shall require the responding professionals/consultants to provide a schedule for completion of the scope of services, where applicable. Copies of the proposal(s) shall be submitted to the Town Secretary who shall process the responses in accordance with Section 7.0 and who will forward to the members of the Selection Team. Interviews shall be scheduled with the highest ranked firms. The Selection Team will ask each finalist to make a presentation of experience and then may question the firms as to capability and methods of approach for furnishing the required services. Professional compensation is not considered in these discussions. The qualified firm(s) shall be ranked from most qualified to least qualified. The Selection Team shall begin negotiations with the most qualified to develop a contract. The Town contract shall include all relevant terms and conditions, including but not limited to, compensation, time required and full scope of work to be performed. If an agreement satisfactory to both the Town and firm cannot be reached, negotiations will be terminated with that firm and the process started over with the second choice candidate and so on. As soon as an agreement is reached, the Selection Team shall make its recommendation to the Town Council. c. Frequency - The RFQ/RFP process for professional services may be utilized bi-annually. 5.08 Annual Contracts For goods or services that are used repetitively throughout the Town such as office supplies, paper goods, mailing services, or stationery, the Town may enter into an annual contract with a supplier. The purpose of entering into an annual contract is to eliminate the need to obtain competitive pricing each time repetitively used items are requested. The Town will obtain competitive sealed bids requiring that bid prices remain in effect for a specified period. The Town will enter into agreement, upon approval of the Town Council (if the contract price is equal to or in excess of $50,000), with the approved bidder by signing a contract stating the terms and conditions. Once the contract period nears the end of the term, the Finance Town Council Page 317 of 355 Meeting Date: Monday, May 5, 2014 Department will re-advertise the bid request for the following year giving fair opportunity for vendors to respond. 5.09 Sole Source Purchases When a department identifies a potential sole source purchase, a detailed justification explaining why a sole source purchase is necessary must be provided to the Town Manager or designee in advance for review and concurrence. Upon review and concurrence of the Town Manager or designee, a Resolution outlining the basis for the sole source purchase shall be submitted for Town Council approval. Except as specifically provided otherwise in these policies, a sole source purchase may only be made pursuant to an approved Town Council Resolution. 5.10 State Contract Purchasing The Town has the option of purchasing items on contract through the Houston-Galveston Area Council Cooperative Purchasing program and the State of Texas central purchasing agency. Participation in these programs is strictly voluntary and the Town is not obligated to purchase through either. According to Section 271.081 - 271.083 of the Texas Local Government Code, The Town is not required to obtain competitive bids for items that are on state or local government contract. Because the State of Texas central purchasing agency purchases in large quantities through a state cooperative purchasing program, prices are generally lower than retail. One must keep in mind when purchasing items under state contract that there are no alterations or modifications to the specifications that are listed with the cooperative purchasing programs. 5.11 Alternative Project Delivery Methods for Certain Projects Alternative project delivery methods, include but are not limited to, construction manager at risk, construction manager agent, and design build contracts. Any of the alternative project delivery methods specified in Chapter 2269 of the Texas Government Code, as amended, may be utilized provided that the purchase and the procedures utilized in making that purchase comply with all requirements specified therein. SECTION 6.0: THE REQUISITION PROCESS 6.01 Procedure for Non-Emergency Purchases When the need arises for a single purchase of goods and/or services with an estimated value in excess of $10,000, the user Department shall originate an on-line purchase order. The purchase order must be prepared far enough in advance of the date that the goods or services are needed to allow all procurement procedures to properly function, including: • Securing appropriate approval of the purchase • Advertising for bids, if necessary • Obtaining bids or price quotations Town Council Page 318 of 355 Meeting Date: Monday, May 5, 2014 • Evaluating bids • Preparing the contract • Allowing delivery of goods or services in a timely manner Each Department is responsible for ensuring that duplicate purchases are not made. Once a purchase order is received, the Department Manager must: • Check the purchase order for completeness, including quantity and concise specifications; • If specified as a sole source, ensure the reason for the sole source is documented and appropriate; • Verify the budget authority. Check budget line item authority and budget balance for sufficient unencumbered amount to cover the purchase. Once the vendor selection process has been completed, the Department Manager will bring the requisition to Finance who will prepare the purchase order. The Department Manager will then secure the appropriate approval of the purchase order or contract. The Town is not liable for making payment to vendors for purchases that have not had prior approval of the Department Manager and have not been issued a purchase order number. The Department needs to attach the approved Purchase Order to the invoice received and forward to Finance for payment. 6.02 Procedure for Emergency Purchases The designation of emergency purchase indicates a situation of such urgency that normal purchasing procedures must be modified in the interest of time, and therefore no competitive bids are required. The Town is allowed to make emergency or exempted purchases without competitive bidding as defined in Texas statutes. An approved Town Council Resolution is required for all emergency purchases; provided however, that if due to exigent circumstances, the purchase must be made and time does not allow the posting and holding of a Council meeting, the Town Manager or designee, may authorize the expenditure by providing written permission to make the emergency purchase in accordance with the Emergency Management Procedures in effect at the time of the purchase; provided however, that the Town Manager or designee shall prepare and submit, a ratifying Resolution to Council at the first available Council meeting after the purchase is made where the item may be properly posted as required by law. A purchase is not considered to be an emergency if the expenditure becomes necessary due to poor planning. All emergency purchases are processed as follows: • The applicable Department Manager will be notified immediately with as much information as possible about the emergency purchase required. Town Council Page 319 of 355 Meeting Date: Monday, May 5, 2014 • The Department Manager contacts as many vendors as necessary to arrange the emergency purchase. The purchase is completed by telephone by issuing a verbal purchase order number to the vendor and requesting expedited delivery. The purchase order is either mailed or faxed to the vendor at a later date. • Staff making the request may be required to pick-up the emergency purchase from the vendor, if applicable, if expedited delivery from the vendor is not available. • Council approval or ratification must be obtained for all such emergency purchases equal to or in excess of $50,000. SECTION 7.0: PURCHASING PROCESSES 7.01 Policy Competitive written or telephone bids are to be sought for all purchases over $3,000 but less than $50,000 (see Section 5.05). All practical means to obtain the best price available should also be used when making emergency purchases. Competitive sealed bids are required for those bids equal to or in excess of $50,000 (see Section 5.06). The bid consists of the items offered by the vendor in response to the specifications, along with details governing the offer. The Town bidding procedures contain the following general requirements: • A short summary of the Request For Bid (RFB) or Request for Proposal (RFP) shall be published in local newspapers of general circulation. The advertisement is to be published under the Legal Notices section of the newspaper. This should be coordinated through the Town Secretary’s Office. • Bids are received until the date and hour set out in the specifications. The Town Secretary or her designee will mark bids with the date and time at which they are received. Once a bid is submitted, the bidder cannot alter or correct a bid. A vendor who wishes to withdraw a previously submitted bid and/or submit an alternate bid may only do so prior to the bid opening. Under no circumstances will bids be accepted after the specified date and time. • The bids are to be opened at the date and hour specified in the bid and notice documents, and submitted to the requesting department for review. Generally, bids are awarded to the lowest responsible bidder or the bidder who provides the best value to the Town. as authorized by state law. Occasionally, a bid may be split between vendors to obtain optimum pricing. If no bid is found to be acceptable, the entire bidding process must be repeated. Sealed bids are opened publicly in the presence of at least three (3) Town employees. The Town Secretary or her designee will coordinate the opening of the bids. • Bids are to be kept confidential from competitors until after the bid has been opened. Once the bid is opened, the bid becomes open record in accordance with the Texas Open Records Act. Town Council Page 320 of 355 Meeting Date: Monday, May 5, 2014 • Sealed bids must be submitted to the Town of Trophy Club by mail or hand delivered to Town offices. Envelopes must be clearly marked that a sealed bid is enclosed. Faxed or late bids will not be considered for award. They should be addressed to the Town Secretary. • The Town of Trophy Club reserves the right to reject any and all bids submitted and to waive any and all irregularities. It is the consistent policy of the Town to use competitive principles in awarding all public contracts of any amount with only limited exceptions as allowed by law. This includes the purchase and lease of goods, the purchase of services, and construction projects. These competitive principles apply to all departments of the Town of Trophy Club. • If the Town contracts for public work is equal to or in excess of $50,000 it is required that the contractor execute a payment bond solely for the protection of beneficiaries who supply materials or labor to the specific public works project and have a direct contractual relationship with the contractor to replace the protections afforded by lien rights. • If the Town contracts for public work in excess of $100,000 it must require its contractor to execute a performance bond solely for the protection of the Town in the event of contactor default and/or termination. *The Town requires the successful bidder on a public works project to provide a two (2) year maintenance bond covering the full final cost of the project. • If the Town receives only one bid or proposal in response to its request the Town may accept the bid or proposal received, reject the bid or proposal and re-advertise, or reject the bid or proposal and decide not to undertake the project. • The Town will give preference in purchasing products made of recycled materials if the products meet applicable specifications as to quantity and quality as found in the bid requests. 7.02 Requests for Bids (RFB) or Requests for Proposals (RFP) RFBs and RFPs are used to notify vendors that the Town has specific requirements for goods and/or services and that vendors are being offered an opportunity to fulfill those requirements. The bid system is to be kept simple and practical, and the bids must be advertised as widely as possible in order for competition to work. Complicated bid invitations or requests for proposals discourage competition and drive up prices. 7.03 Bid Packet A bid packet contains documents needed by the vendor to respond to the requirements of the RFB/RFP. It may include several elements: Town Council Page 321 of 355 Meeting Date: Monday, May 5, 2014 Request for Bid (RFB) or Request for Proposal (RFP): This is the cover form for the bid/proposal package. It provides specific information that the bidder will need to respond. As applicable, it should include: • Quantity and brief description of goods or services to be provided • Request for unit cost, extended cost, and total cost of items bid • Estimated delivery time if vendor is awarded the bid • Closing date and time for receiving bids or proposals. • Place where bids or proposals are to be sent, including the address and office • Person to contact for additional information • Instructions to bidders (see example in Appendix F) • For RFPs only: Factors to be used in the evaluation process, the weights attached to each factor. Evaluation factors may include price, experience of vendor’s staff, ability to respond in a timely manner, past recommendations, safety record in accordance with a duly adopted Town vendor safety record policy, and financial soundness, as well as any others considered necessary. Other evaluation factors will depend on the individual requirements specific to a procurement. Standard Terms and Conditions: All conditions of doing business with the Town will remain constant for all contracts and purchases, unless specifically deleted. They are usually presented as an attachment to the RFP. Special Provisions: Terms and conditions required for a particular contract or purchase. Specification: The description of the purchase requirements. In place of enclosing the actual specification, information about where the specification may be obtained may be substituted. Pricing: The offer and acceptance page must be completed. The vendor quotes prices in accordance with the specification requirements. Prices are usually provided by unit and include the total cost for the estimated amount required. A list of attendees and minutes of the bidders conference by the Town Secretary or his/her staff must be kept as part of the procurement file. 7.04 Competitive Proposals Competitive proposals can only be used for procurements of high-technology products or services as allowed by law. The specification shall be written using performance standards Town Council Page 322 of 355 Meeting Date: Monday, May 5, 2014 rather than the description of the good or service. The specification must also specify the relative importance of price and other evaluation factors by identifying the weight to be given to each factor. • Vendors submit a proposal for a system to satisfy the requirements set forth in the proposal. Proposals may incorporate various types of hardware or services to accomplish the performance objectives set forth in the specifications. • After proposals are received, the Town may enter into discussions with offerors who submit proposals and who are determined to be reasonably qualified for the award of the contract based upon proposal specifications. Offerors shall be treated fairly and equally with respect to any opportunity for discussion and revision of proposals. Revisions may be permitted during the discussion process after submissions and before the award of the contract in order to obtain the best final offers. • The contract must be awarded to the responsible offeror whose proposal is determined to be the most advantageous to the Town considering the relative importance of price and the other evaluation factors included in the request for proposal. 7.05 Cancellation of a RFB/RFP RFBs and RFPs may be canceled by the Town at any time before the date set for opening bids. A cancellation notice should be mailed or faxed to all vendors receiving bid or proposal invitations. 7.06 Modification of a RFB/RFP RFBs and RFPs submitted to vendors may also be modified by the Town after being issued but before the final date for submission. When modifications are required, addenda shall be mailed and/or faxed to all vendors receiving bid or proposal packets. The modification notification should state whether the bid opening date is or is not extended. The bid opening date may be extended if notification of the amendment will not give vendors ample time to respond to the modified request. 7.07 Receiving the Bid or Proposal – Procedural Requirements Receiving competitive bids and proposals must be done properly in order to ensure that no possibility of favoritism or even the appearance of favoritism exists. Notice of the time and place at which the bids/proposals will be publicly opened must be published at least once a week for two (2) consecutive weeks. The date of the first publication must be at least fifteen (15) days before the date of public opening. • Each bid or proposal must be returned to the Town Secretary’s Office as designated in the invitation. Each proposal is to be in a separate envelope, sealed and with the bid or proposal identification number marked on the outside of the envelope. If more than one bid is to be submitted, vendors are required to use separate envelopes for each bid. Town Council Page 323 of 355 Meeting Date: Monday, May 5, 2014 • The bid or proposal envelope must be clearly marked by the offeror with the date upon which it is submitted to the Town and the Town Secretary or his/her designee shall mark the date and time of receipt by the Town. • The bid or proposal envelope should then be filed unopened together with the other bids or proposals for the same bid invitation until the time of the bid opening. • Bids or proposals must be received by and opened on the date, hour and location as specified in the invitation/request. Vendors are invited and encouraged to attend the bid opening. Bid openings are considered open meetings and anyone can attend. Three (3) Town representatives (i.e. employee, town official or professional staff) must be present at all bid openings. • All bids and proposals must be sealed with the identification number clearly marked on the outside of the envelope. One bid or proposal may be submitted per envelope. Opened bids shall be kept on file and available for inspection. 7.08 Disqualified Bids The following are grounds for disqualifying a submitted bid (discretionary and mandatory): • Incomplete bids/proposals may be considered non-responsive. Such bids/proposals may be considered for award if the non-responsiveness is due to a non-material omission. (i.e. the omission does not affect price, quality, quantity, delivery or other material contractual conditions). • Unsigned bids/proposals, or bids/proposals with unauthorized signatures. • Bids or proposals received after the date and time for opening. Late bids/proposals are not considered for award of the purchase, will not be opened, and will be returned to the submitting bidder/proposer. • Bids/proposals where prices are conditional on award of another bid, or when prices are subject to unlimited escalation. If allowed by the specification, prices may be subject to escalation based on an independent wholesale index. • Bids/Proposals submitted by a person/business who have an outstanding debt with the Town may be disqualified from the competitive bidding process at the discretion of the Town. • Based upon the safety record of the person/business who has submitted a bid/proposal in accordance with the standard set forth in Section 8.03 “Basis for Purchase Decision”, a person/business may be determined as failing to be a responsible bidder. Town Council Page 324 of 355 Meeting Date: Monday, May 5, 2014 7.09 Correction or Withdrawal of a Bid Bids may not be altered or amended after the submission deadline. A non-material omission or error may be waived if: • The omission or error relates to a matter of form, not substance; and • Does not otherwise prejudice the other bidders/offerors. Any alteration or change made to a bid or offer prior to opening must be initialed by the authorized signatory of the bidder guaranteeing authenticity. Mathematical errors may not be corrected. In the event of a conflict between a unit price for an item(s) and the total price for such item(s), the Town reserves the right to resolve the conflict by accepting the lowest price. SECTION 8.0: EVALUATING COMPETITIVE BIDS 8.01 General The Finance Director or his/her designee will provide tabulations, calculation checks, price extension and information about compliance with specifications to the RFB/RFP. 8.02 Tabulating the Results When bids or proposals are opened, the results are tabulated by the Finance Director or his/her designee for easy reference. The following information is included in the bid analysis: • All calculations and sums are double checked for accuracy. • Unit prices are extended to a total price for the requested quantity. • The bid or proposal is verified to determine if all requirements listed meet specifications. All areas where the bid/proposals fail to meet conditions included in the specifications and whether any failures disqualify the bid/proposal are listed. Any modifications to the specifications submitted by the vendor are so noted. • All required samples to be included, if applicable, are verified by the Department issuing the bid or proposal. • Samples of the desired product, if required, are tested and results of the test noted by the Department issuing the bid or proposal. 8.03 Basis for Purchase Decision – Determination of Acceptable Safety Record The evaluation and recommendation includes whether or not the vendor has submitted a responsive bid or proposal (one that meets all criteria of the RFB/RFP). Additionally, information on the vendor’s record of being a responsible bidder (one who has proven capable of performing a contract and/or appears financially and technically capable of adequately performing this contract) is included. If the bidder’s safety record is to be considered, the evaluation must state if the bidder has an acceptable record, and if not, it must state the identifiable factors that were not satisfactory as required by the Town’s written definition and Town Council Page 325 of 355 Meeting Date: Monday, May 5, 2014 criteria for accurately determining the safety record of a bidder and the Town has complied with all other requirements of §252.0435 of the Texas Local Government Code, as amended. The Town reserves the right to consider the safety record of the bidder in determining the responsibility of the bidder. For purposes of evaluation, the Town may consider a bidder’s safety record as unsatisfactory and therefore may deem the bidder to fail to qualify as a responsible bidder if one or more of the following apply: (1) the bidder has been fined by OSHA or other regulatory agency within three (3) years preceding the date of the bid submission, and the violation is determined by the Town to call into question the safety practices of the bidder; or (2) the bidder has had any job related fatalities within five (5) years preceding the date of the bid submission, and the violation is determined by the Town to call into question the safety practices of the bidder; or (3) the bidder declares in the bid documents that an incident has occurred that resulted in substantial injury to any person (including third parties) on a work site of the bidder where such incident has occurred within three (3) years preceding the date of the bid submission at issue. SECTION 9.0: AWARDING THE BID 9.01 Policy The Town awards bids to the vendor who meets the requirements set forth in the bid documents who offers the lowest cost or the vendor who provides goods or services at the best value for the Town pursuant to the criteria set forth in Section 252.043 of the Texas Local Government Code, as amended. If staff recommends award of a bid to a vendor who is not the lowest responsible bidder, justification for the vendor selection must be documented. In the event that no bid is deemed satisfactory, the Town may declare that all bids are unacceptable. 9.02 Disqualification of a Bidder If a bidder has provided unsatisfactory service or products to the Town in the past, those experiences are to be thoroughly documented in order to support any later disqualifications. A vendor who fails to provide satisfactory products, goods or services or who has breached, terminated or been terminated from a contract with the Town in the past will be removed from the Approved Vendors List for future bidding opportunities and may be disqualified from bidding on future projects. SECTION 10.0: PROTESTING A BID Upon selection of an offer or bidder, all competitors must be notified in writing of the procurement results and advised of their right to appeal the decision by the Department. A protest must be submitted to the Town Manager or designee within seven (7) calendar days of the date upon which the Town’s written notice of procurement results is made. All such protests will be reviewed by the Town Manager or designee who will issue a written decision regarding the protest. An appeal from the decision of the Town Manager or designee may be made to Town Council and shall be placed on the Council agenda on the first available date for which notice and publication requirements may be met after a written notice of appeal is received by the Town Secretary. Town Council Page 326 of 355 Meeting Date: Monday, May 5, 2014 SECTION 11.0: PROCUREMENT SPECIFICATIONS A specification is a concise description of goods or services the Town seeks to buy, and the requirements the vendor must meet in order to be considered for the award. A specification may include requirements for testing, inspection or preparing an item for delivery, or preparing or installing it for use. The specification is the total description of the purchase. A good specification has four characteristics: • It sets the minimum acceptability of the good or service. The term minimum acceptability is key, since the vendor must know the minimum standard to determine what to provide. Setting too high a standard means tax dollars will be wasted, while setting too low a standard means the good or service will not meet the expectations of the user. • It should promote competitive bidding. The maximum number of responsible vendors should be able to bid to the specifications. Restrictive specifications decrease competition. • It should contain provisions for reasonable tests and inspections for acceptability of the good or service. The methods and timing of testing and inspection must be indicated in the specification. Tests should refer to nationally recognized practices and standards, whenever possible. • It should provide for an equitable award to the lowest responsible bidder. The buyer obtains goods or services that will perform to expectations, and the vendor is able to provide the goods or services at an equitable price. SECTION 12.0: MODIFICATION AND TERMINATION OF CONTRACTS 12.01 Policy All modifications or changes to a contract must be in writing. The Town Manager or designee may approve a modification or change order that increases or decreases a contract by $15,000 or less. The Town Council must approve modifications or change orders exceeding $15,000. The original contract price is not to be increased by more than 25%. Additionally, funding must be available to cover the cost of the price increase. The original contract price may not be decreased by more than 25% without the consent of the contractor. A contract awarded by the Town Council may only be terminated upon the approval of such termination by Town Council. 12.02 Requirement to Re-bid • In the event that a change order exceeds 25% of the contract price, a new bid must be solicited using the same bidding procedures as noted in Section 6.0. A new bid solicitation is to be issued if the procurement of supplies, equipment or services is materially different from that specified in the previous bid process regardless of the percentage increase in the contract price. Town Council Page 327 of 355 Meeting Date: Monday, May 5, 2014 SECTION 13.0: DELIVERY OF GOODS Once goods are delivered to the Town’s offices, receipt of delivery is noted by signature of the receiving department or a receptionist. If a receptionist receives goods, he/she will notify the department to which the goods belong. The person receiving the goods should make every effort to inspect the goods prior to signing the delivery ticket. If visible damage to a container being delivered is detected, it should be noted on the delivery ticket. Although damage to the contents of the package may not be seen, making this notation on the delivery ticket could make filing a claim easier if in fact the contents are damaged. Sometimes, damage to goods is concealed in packaging and the receiving party has no way of knowing of the damage. SECTION 14.0: DISPOSAL OF SURPLUS PROPERTY Annually, all departments shall review their assets and determine which items are no longer needed. A list of surplus, obsolete or unused supplies, materials or equipment, including description, make, model, and serial numbers should be forwarded to the Town Manager. Upon review and approval by Town Manager or his/her designee the items on the department’s lists may be transferred to other departments or sold through public auction. A copy of the items sold including amounts, names, and addresses will be provided to the Finance Department so that it can be removed from asset lists and insurance. Town Council Page 328 of 355 Meeting Date: Monday, May 5, 2014 Exhibit “A” Requestor Name Destination City Main Department Destination State Purpose of Travel Departure Date Departure Time Return Date Return Time Line Item Number Out Of Pocket P-Card Prepaid $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Miles @ $0.560 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 List Other $0.00 $0.00 $0.00 List Other $0.00 $0.00 $0.00 TOTALS $0.00 $0.00 $0.00 Date Persons Paid For B L D Daily Total $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 REQUESTOR SIGNATURE: DATE:Yes / No Yes / No Was Correct Hotel/Meal Rate Used Or Approved?Yes / No SIGNATURE: SIGNATURE: DATE APPROVED: DATE APPROVED: Tips/Gratuities Local/Non-Overnight Meals (Entertainment & Exempt Trade Meetings Only) Personal Vehicle/Mileage (Dept Head May Submit Through AE) Airfare (Required For All Travel Over 200 Miles One Way, Unless Approved By Dept Head) Hotel/Motel/Lodging (Dept Head Approval Required To Exceed GSA Rate) Rental Vehicles Taxi/Limo Parking Telephone Calls Registration Fees Gasoline Expense Description TOWN OF TROPHY CLUB TRAVEL EXPENSE REPORT FORM (REVISED 01/01/2014) All receipts and supporting documents must be attached and then forwarded to the Finance Department after being reviewed and signed by the Department Head within ten (10) working days of the requestor's return, unless a Town procurement card is used. If procurement card is used, you must provide this sheet with all receipts through the normal P-Card process. LESS OTHER EXPENSES (USE COMMENTS) TOTAL EXPENSES LESS PREPAID/P-CARD DUE CITY DUE EMPLOYEE LESS TRAVEL ADVANCE (ATTACH REQUEST) Overnight Meals (Provide Breakdown Below) Travel Advance Request Form Required? OVERNIGHT MEAL TOTAL BREAKDOWN (Dept Head Approval Required To Exceed GSA Rate) COMMENTS TOTAL MEALS DEPARTMENT HEAD/TOWN OR MUD MANAGER Travel Authorization Form Attached? If no, comment. FINANCE DIRECTOR Town Council Page 329 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB 108.00 TRAINING AND TRAVEL EFFECTIVE DATE: 6/15/2006 REVISION DATE/NO: 04/07/2014-1 108.01 POLICY/PURPOSE A. Training. The Town promotes a learning environment and provides in-house training relevant to developing general job skills and preparing employees for new and increased responsibilities. Each department is allocated, within budget constraints, training funds to meet specific individual or department needs. B. Travel and Local Meeting Expenses. The Town recognizes the need for official representation at conferences, meetings, conventions, seminars, and other functions. The eligibility and procedure for financing and reimbursement of allowable expenses incurred by an individual in an official capacity as a representative of the Town are as specified in this Chapter. 108.02 TRAINING PROCEDURES A. Human Resources In-House Training. All individuals attending Human Resources training must register through Human Resources to attend the class. Training requests must have Department Head approval and be submitted to Human Resources for processing. An enrollment confirmation will be returned to the individual. B. Specific Individual or Department Training. All training, other than that provided through Human Resources, is coordinated by the employee’s department. Approval and funding for such training is at the discretion of Department Head with available funds. 108.03 TRAVEL AND LOCAL MEETING EXPENSES A. General Provisions 1. The Finance Director is responsible for the overall administration and enforcement of this Section. 2. All employees are expected to report any abuse and/or misuse of travel and entertainment funds to appropriate management. 3. No employee shall use their own funds (cash, check, or credit/debit card) to purchase airline tickets or pay for registration expenses for another employee. 4. Employees traveling on behalf of the Town are expected to utilize services and accommodations appropriate for the business to be conducted. Employees are expected to travel and conduct business in reasonable comfort and exercise good judgment in distinguishing between comfort and extravagance. 5. All travel related expenses must be supported with original receipts, if at all possible, and supporting documentation regardless of the manner in which travel was funded. If no Town Council Page 330 of 355 Meeting Date: Monday, May 5, 2014 receipt is provided, the employee must submit a signed and dated declaration of the expense. B. Approval Required. The Town will pay travel, registration fee, meal and incidental expenses required for Town business or to enhance the knowledge of the individual for the benefit of the Town. 1. Travel Authorization Form. Whether the training or seminar is budgeted or not, employees must obtain prior approval for travel from their Department Head by completing a Travel Authorization Form, which will then be forwarded to the Finance Department. Proof of a Maximum Lodging Rate and/or Meals & Incidental Expenses (M&IE) Breakdown must be provided. There must be sufficient funds in the budget to cover the travel, unless the Town Manager makes the exception. In the event travel is conducted without prior approval, the employee will be held responsible for all expenses incurred. 2. Travel Advance Request Form. Employees must obtain prior approval for a travel advance from their Department Head by completing a Travel Advance Request Form, which will then be forwarded to the Finance Department. Proof of a Maximum Lodging Rate and/or Meals & Incidental Expenses (M&IE) Breakdown must be provided. Following a trip, employees must account for their travel advance by completing and submitting a Travel Expense Report Form within ten (10) working days of their return. Failure to comply with this policy will result in: (1) disciplinary action for the first offense; and (2) disciplinary action and denial of future travel advances for the second offense. Unused travel advance funds must be reimbursed to the Town and supporting documentation attached to the Travel Expense Report Form. 3. Travel Expense Report Form. A Travel Expense Report Form must be submitted at the completion of all travel, except local mileage reimbursement, including when a procurement card is used to pay for expenses. Local mileage may be claimed either on the Travel Expense Report Form or through Attendance Enterprise with appropriate notation. All receipts and supporting documents must be attached and then forwarded to the Finance Department after being reviewed and signed by the Department Head within ten (10) working days of the employee’s return. Proof of a Maximum Lodging Rate and/or Meals & Incidental Expenses (M&IE) Breakdown is not required since it should have been provided prior to travel. When a Town procurement card is used, the Travel Expense Report Form, along with all receipts and supporting documents, must accompany the copy of the procurement card transaction sheet that is provided on a bi-monthly basis by the Procurement Card Administrator. 4. Procurement Card for Travel Expenses. Some employees may be issued Town procurement cards with travel privileges. These cards can be used for travel and other expenses that are typically paid by the Town. However, procurement card travel expenses are governed by this Chapter and must be submitted via a Travel Expense Report Form as outlined above. Personal expenses are not to be placed on a Town procurement card. Misuse of the Town procurement card or violation of this policy may result in card privileges being revoked or other disciplinary action being taken, as deemed appropriate. Town Council Page 331 of 355 Meeting Date: Monday, May 5, 2014 C. Ordinary Expenses. The Town will pay expenses, which are incurred in the course of authorized Town travel: (1) to provide employees sufficient funds to execute business on behalf of the Town, and (2) to safeguard the Town funds by paying only reasonable and necessary expenses. Below outlines what constitutes a reasonable and necessary expense. No reimbursement will be made for costs in excess of the maximum allowable rates specified below. Any unauthorized expenses or expenses in excess of maximum allowable rates are the responsibility of the individual and/or cardholder. 1. Accommodations. i. Unless a higher rate is approved in advance by the Department Head on the Travel Authorization Form, the Town will pay ACTUAL expenses for hotels, motels or other lodging NOT TO EXCEED the U.S. General Services Administration’s (GSA) Maximum Lodging Rate. This rate excludes taxes and can be obtained at www.gsa.gov or from the Finance Department. A copy of the rate must be attached to the Travel Authorization and/or Travel Advance Request Form. If neither the city nor the county is listed, the standard CONUS destination rate applies. ii. While the GSA’s Maximum Lodging Rate is otherwise known as a “per diem” governed by the Internal Revenue Service, the Town only incorporates this rate as a guideline in establishing a maximum allowable amount in which the Town will pay for actual costs incurred. This rate should not be construed as a true “per diem,” that of which an employee will automatically receive whether the accommodation is or is not utilized. This figure provides the maximum rate an employee can be reimbursed for without treating part of the maximum rate as wages for tax purposes. iii. The Town will pay no more than the cost of a single occupancy room, unless two or more employees share a room. If an employee shares a room with someone who is not an employee of the Town or who is not traveling on Town business, and the room rate is higher than the single room rate, the bill must be adjusted for the difference in cost. iv. Employees must request the reduced government rate or conference rate when making reservations. Most hotels will not accept claims to a government rate after check-in. Town employees are not exempt from hotel taxes and will be reimbursed for such. v. The Town will only pay for a hotel, motel or other lodging for training which requires an overnight stay or requires an employee to leave prior to 5 a.m. to make the start of training or arrive at home after midnight upon completion of training. Exceptions will be at the discretion of the Department Head. 2. Telephone Calls. The Town realizes that while on travel on Town business, there are personal matters that must be attended; therefore, the Town will reimburse for personal telephone calls not to exceed $5 per day, including access charges. The Town will reimburse employees for all business calls, including internet connection fees. All phone calls must be documented as to whether personal or business in nature. Town Council Page 332 of 355 Meeting Date: Monday, May 5, 2014 3. Parking. Only actual parking expenses shall be allowed. Airport parking for 24 hours or less will be reimbursed at the short-term parking rates. Required parking for 25 hours or more shall be reimbursed at the long -term parking rate only. 4. Meals and Incidental Expenses (M & IE) a) Unless a higher rate is approved in advance by the Department Head on the Travel Authorization Form, the Town will pay ACTUAL expenses for Meals and Incidental Expenses (M&IE) NOT TO EXCEED the U.S. General Services Administration’s (GSA) Daily Rate. This rate includes taxes and can be obtained at www.gsa.gov or from the Finance Department. A copy of the breakdown rate must be attached to the Travel Authorization and/or Travel Advance Request Form. If neither the city nor the county is listed, the standard CONUS destination rate applies. b) While the GSA’s Daily Meal Rate is otherwise known as a “per diem” governed by the Internal Revenue Service, the Town only incorporates this rate as a guideline in establishing a maximum allowable amount in which the Town will pay for actual costs incurred. This rate should not be construed as a true “per diem,” that of which an employee will automatically receive whether the accommodation is or is not utilized. This figure provides the maximum rate an employee can be reimbursed for without treating part of the maximum rate as wages for tax purposes. c) Incidental rates are defined separately from meal rates in that incidental rates cover fees and tips given to porters, baggage carrier, and bellhops. Meal rates cover the actual cost of the meal, including gratuities and tips. d) Employees must not rely on the entire GSA Meal Rate for travel periods of less than one full day. The GSA Meal Rate is broken down into standardized meal rates for breakfast, lunch, and dinner. For partial day travel, only the appropriate GSA Meal Rate should be claimed. The following times should be considered when relying on meal reimbursement or payment for partial days: When you go into travel status by departing from the Town or your home: Before 8:00 a.m., you may be reimbursed for breakfast, lunch, and dinner; After 8:00 a.m. until 2:00 p.m., you may be reimbursed for lunch, and dinner; After 2:00 p.m. until 6:00 p.m., you may be reimbursed for dinner. When you come off travel status by returning to the Town or your home: Before 12 noon, you may be reimbursed for breakfast; Between 12 noon and 6:00 p.m., you may be reimbursed for breakfast and lunch; Town Council Page 333 of 355 Meeting Date: Monday, May 5, 2014 After 6:00 p.m., you may be reimbursed for breakfast, lunch, and dinner) In general, the Town will only pay for the cost of meals when travel occurs in conjunction with an overnight stay, unless the meal is part of a “substantial business discussion,” such as the entertainment of a client or customer that could produce income or some other tangible benefit for the Town. While the Town will not reimburse meals that do not involve overnight travel, such as during locally scheduled seminars or training sessions, it will pay for the cost of meals at these functions if the charge is included in the registration fee or if a separate charge is assessed but the lunch is provided as part of the seminar or program. e) The Town will not pay for meals for individuals who are not employed by the Town, except with prior approval from the Department Head. f) All meal expenses, whether for travel or local business reasons, require a breakdown of items purchased, in addition to the final receipt with actual amount charged and gratuity/tip applied. Furthermore, both the purpose of the meal and attendee names must be noted. g) When traveling in groups, the department head, manager, or most senior staff member may pay for the entire group’s meal with their purchasing card in order to increase efficiency. Each person must initial next to the items they ordered on the itemized receipt. 5. Tips/Gratuities. Tips or gratuities on taxis shall not exceed 15 percent of total taxi fare. Tips or gratuities on meals must be included in and shall not exceed GSA Daily Meal Rates. 6. Transportation. Except for reasons of time and/or monetary allocation, transportation for trips of 250 miles or less (one-way) shall be by Town vehicle, personal vehicle, or an approved rental vehicle, not airline travel. Transportation for trips of 250 miles or greater (one-way) shall be by airline, not Town vehicle, personal vehicle, or rental vehicle, unless approved by the Department Head in advance. For approved Town vehicle, personal vehicle, or rental vehicle use on a trip greater than 250 miles (one-way), the Town will not reimburse the employee for lodging incurred in transit. Meals and incidentals reimbursement, while in transit, shall not exceed the provisions of section C.4. of this policy. Total reimbursement for the transit portion of the trip shall not exceed the cost of a 21-day advance round-trip coach airfare. a) Commercial Airlines. The Town will pay for coach class tickets only. Employees are expected to take advantage of discounts whenever possible. However, employees are not required to fly at unusual times just to qualify for them. Employees may retain frequent flyer miles and similar travel awards, but the employee shall not pay a higher price for the fare in order to obtain frequent flyer miles. b) First-Class Accommodations. Employees may choose to travel first-class, but the Town will only pay coach class fares. Town Council Page 334 of 355 Meeting Date: Monday, May 5, 2014 c) Private Air Carriers and Charters. Employees shall not use private airplanes or charters without approval of the Town Manager. Cost savings or emergency schedule requirements must be shown and included with the Town Manager’s written approval. d) Personal/Town Vehicles. When traveling, a personal vehicle may be used or a Town vehicle assigned to the department, if available. 1) Both local and out-of-town mileage reimbursement for use of a personal vehicle is made at the rate established by the Internal Revenue Service. Current mileage rates may be obtained from www.irs.gov or from the Finance Department. 2) Mileage reimbursement for personal vehicles to the airport will be calculated from the point of departure, i.e., either from employee’s office or from employee’s home. 3) The Town will pay for any additional work related mileage at the destination. 4) When claiming reimbursement for use of a personal vehicle for Town business, the employee must submit the following information: purpose, start/ending destination, dates and mileage claimed. 5) Employees who receive a car allowance will not be paid any reimbursement for travel, which is within 50 miles (one-way) of the Town office. 6) Employees who are assigned and use a take home vehicle for work-related travel will not be paid mileage reimbursement for travel. 7) Employees who are assigned a take home vehicle but choose to use a personal vehicle for work-related travel, will not be paid mileage reimbursement, unless approval is obtained by the Town Manager. 8) If an employee is driving a personal vehicle outside of the Town and has a car failure, the Town will pay the expense of towing the vehicle to the nearest garage, over and above the employee’s personal towing insurance coverage. However, the employee must cover all repairs. The towing invoice and insurance documentation, reflecting amount covered must be provided. e) Gasoline. 1) Gasoline expenses associated with the use of a Town vehicle during both local and out-of-town travel will be reimbursed. These expenses can be placed on the Town purchase card. 2) If an employee receives a car allowance, gasoline will be reimbursed only on out-of- town travel which is greater than 50 miles (one-way) from the Town office for a personal vehicle, or the gasoline may be placed on a Town purchasing card. Town Council Page 335 of 355 Meeting Date: Monday, May 5, 2014 3) For those employees who do not receive a car allowance but drive a personal vehicle, only mileage reimbursement is allowed. Gasoline cannot be placed on the Town purchase card. f) Rental Vehicles. Approval to rent a vehicle must be obtained from the Department Director before the trip. Rental vehicles will generally not be authorized except when ground transportation is not available or economical. The appropriate size of the rental vehicle should depend on factors, such as the number of passengers, and the amount of luggage and/or equipment being carried. Documentation must be provided to support the request. g) Other Transportation. Employees may claim reasonable actual ground transportation expenses associated with airline travel, including shuttle services and taxis, provided that documentation for these expenses is submitted. 7. Trip Cancellation. The employee shall promptly notify both the Department Head and Finance Department when travel plans are cancelled. If the trip is cancelled due to a conflict with Town business, the Town will be responsible for any fees that result from the cancellation. If the trip is cancelled for personal reasons, the employee shall reimburse the Town for any fees charged as a result of the cancellation. Any exception to this rule must be approved by the employee’s Department Head. 8. Prepayments. Reimbursement is preferred, but lodging, transportation, and registration expenses may be prepaid directly by the Town if requested in a timely manner. 9. Travel Outside Normal Workday. Compensation for travel required outside of an employee’s normal working hours (i.e., Saturday, Sunday, evenings) will be calculated according to Town Policy and consistent with the Fair Labor Standards Act. 10. Non-Allowable Expenses. The cost of alcoholic beverages, laundry/dry cleaning, shoe shining, haircuts, magazines and books, sports events, in-room movies, tours, personal entertainment, limousines, valet parking, and spouse or other family expenses are specifically excluded from reimbursement, except when approved as Extraordinary Expenses. D. Extraordinary Expenses. There may be isolated occasions when, for the Town’s benefit, extraordinary expenses may be justified. Extraordinary expenses that are not specifically provided for in this Chapter; however, may upon prior approval from the Finance Director, be determined appropriate. E. IRS Regulations. Notwithstanding the Town’s administrative procedures for travel advances, IRS regulations may result in the Town having to classify travel advances as ordinary income to the employee if: 1. The expenses were not incurred for valid business purposes. Town Council Page 336 of 355 Meeting Date: Monday, May 5, 2014 108.04 RECRUITING/RELOCATION EXPENSES A. In most instances, applicants for Town employment are responsible for interviewing and/or relocation expenses. When the recruiting process requires a regional or national recruiting effort, applicants may be reimbursed for certain direct, out-of-pocket interviewing/relocation expenses, particularly those relating to travel or relocation from out-of-state; however, Department Heads must secure approval from the Town Manager by indicating why reimbursement is necessary, the approximate cost of reimbursement, and what account(s) will be used for funding before scheduling an interview with or making an offer of employment to the applicant, whichever is applicable. 1. Reimbursement is limited to the expenses of coach airfare, meals, and ground transportation to and from the airport, to the extent allowed as ordinary expenses for Town employee travel in 108.03 C., for the purpose of interviewing for Town employment or seeking housing after acceptance of employment. Actual cost of lodging that a reasonable and prudent person would incur for these purposes may also be reimbursed. 2. The same receipts/documentation that would be required for reimbursement of employee travel is required for recruiting/relocation reimbursement. The Department Head should submit a Travel Expense Form for the total amount, along with the receipts/documentation to the Finance Department. 3. Recruiting/relocation expense reimbursements will be charged to the hiring department. 4. Recruiting/relocation expenses cannot be advanced and will only be paid on a reimbursement basis after receipt of acceptable documentation of payment by the applicant. Town Council Page 337 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1141-T Name: Status:Type:Agenda Item Regular Session File created:In control:5/2/2014 Town Council On agenda:Final action:5/5/2014 Title:First reading of a Resolution authorizing an economic development project with Old Town Development and the Trophy Club Economic Development Corporation 4B in accordance with a proposed term sheet; designating terms of the project and providing an effective date. Attachments:Staff Report - EDC 4B Project with Old Town Development.pdf RES 2014-17 - EDC Project with OTD.pdf Action ByDate Action ResultVer. First reading of a Resolution authorizing an economic development project with Old Town Development and the Trophy Club Economic Development Corporation 4B in accordance with a proposed term sheet; designating terms of the project and providing an effective date. Town Council Page 338 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Mike Slye, Town Manager CC: Tammy Ard, Town Secretary Re: EDC 4B Project with Old Town Development Town Council Meeting, (insert date of meeting) Agenda Item: First reading of a Resolution authorizing an economic development project with Old Town Development and the Trophy Club Economic Development Corporation 4B in accordance with a proposed term sheet; designating terms of the project and providing an effective date. Explanation: This is the first of a required 2 mandatory readings of a Economic Incentive resolution approving the EDC-4B’s participation for the proposed restaurant incentive package. Attachments: • Resolution 2014-17 Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Town Council Page 339 of 355 Meeting Date: Monday, May 5, 2014 Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: There is no action required for the first reading. Town Council Page 340 of 355 Meeting Date: Monday, May 5, 2014 TOWN OF TROPHY CLUB, TEXAS RESOLUTION NO. 2014-17 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, AUTHORIZING AN ECONOMIC DEVELOPMENT PROJECT WITH OLD TOWN DEVELOPMENT AND THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION 4B IN ACCORDANCE WITH A PROPOSED TERM SHEET; PROVIDING THAT THE TOWN COUNCIL SHALL HAVE TWO SEPARATE READINGS OF THIS RESOLUTION PRIOR TO TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION 4B UNDERTAKING SUCH PROJECT; DESIGNATING TERMS OF THE PROJECT AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town Council of the Town of Trophy Club, Texas, recognizes the need to attract and retain economic development projects; and WHEREAS, the construction of commercial properties such as the restaurants proposed by Old Town Development (hereinafter “Project”) will promote new and expanded business development and create jobs, which will be beneficial to the Town, and will also increase the sales tax revenue to the Town and the EDC4B; and WHEREAS, OTD is currently in negotiations with various restaurants on a proposed Project on the site identified as 2900 Block of ST HWY 114; and WHEREAS, the EDC4B currently has funds available and will continue to have funds sufficient to meet the obligations requested for EDC4B’s participation in the Project as specified in the proposed Term Sheet, a copy of which is attached hereto and incorporated herein as Exhibit “A”; and WHEREAS, the Town of Trophy Club believes it to be in the best interests of the Town of Trophy Club and its’ residents to pursue the Project with funding specified in Exhibit “A”; and WHEREAS, because the Project has been determined to serve the best interests of the Town, this Resolution shall be read at the regular meeting of the Trophy Club Town Council held on May 5, 2014 and at the regular meeting of the Town Council held on May 19, 2014; and WHEREAS, at the May 19, 2014 Town Council meeting, should the Council vote to adopt this Resolution, the EDC4B will then be authorized to take all necessary actions to undertake the Project; and NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That the facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct and are adopted as part of this Resolution for all purposes. Section 2. That the Town Council of the Town of Trophy Club having had two separate readings of Resolution No. 2014-17, and having allowed the public opportunity to comment on the proposed Project as specified in Exhibit “A”, finds that the Project serves the best interests of the Town and therefore should be authorized. Town Council Page 341 of 355 Meeting Date: Monday, May 5, 2014 Section 3. That upon EDC4B’s acceptance of the Project, an agreement memorializing the terms specified in Exhibit “A” between Old Town Development and EDC4B, may be developed and executed. Section 4. That a substantial copy of the proposed Term Sheet for the Project is attached hereto and incorporated herein as Exhibit “A”. Section 5. That the passage of this Resolution is only an expression of the authorization of the Town for the EDC4B to enter into an agreement with Old Town Development and does not evidence a binding obligation on EDC4B or the Town to enter into an agreement to provide funding for the Project unless the nature and quality of such Project is approved for economic development incentives and the terms of such agreement are approved by EDC4B and the Town Council. Section 6. That this Resolution shall become effective from and after its date of passage in accordance with law, and it is so resolved. PASSED AND APPROVED by the Town Council of the Town of Trophy Club, Texas, this 19th day of May, 2014 ____________________________________ Connie White, Mayor Town of Trophy Club, Texas ATTEST: ___________________________ Tammy Ard, Town Secretary Town of Trophy Club, Texas APPROVED AS TO FORM: ___________________________ Patricia A. Adams, Town Attorney Town of Trophy Club, Texas Town Council Page 342 of 355 Meeting Date: Monday, May 5, 2014 EXHIBIT A TERM SHEET FOR A PUBLIC-PRIVATE PARTNERSHIP Between THE TOWN OF TROPHY CLUB, TEXAS (“TOWN”), TAX INCREMENT FINANCING DISTRICT #1 (TIRZ #1) THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION 4B (“EDC”) And OLD TOWN DEVELOPMENT (“OTD”) 1. Background: OTD seeks to purchase an approximately 5.4 acre tract of land generally located in the Town between the Baylor Medical Center and Trophy Wood Drive and proposes to construct development consisting of 3 – 4 restaurants which will generate ad valorem and sales tax revenue to the Town. 2. Proposed Development and Obligations: OTD proposes to develop the Property in accordance with PD-34 and all other Town ordinances and to timely comply with each of the following development standards for the project (the “Development”): a. Purchase approximately 5.4 acres to develop 3 – 4 high quality restaurants as specified below. b. For incentive purposes, the price per acre for the land shall not exceed $7.25/ft for a maximum total purchase price of $1,705,374. c. Make all public and private improvements which shall exceed $3,000,000 appraised value in accordance with the time frames set forth below. d. Each restaurant must sign, at minimum, a lease with a 10 year initial term. e. Construct two restaurants and obtain a Certificate of Occupancy for both within 24 months of Town approval of the final Developer’s Agreement. Construct a third restaurant and obtain a Certificate of Occupancy within 36 months of Town approval of the final Developer Agreement. f. Comply with all other requirements set forth below. 3. Estimated Appraised Value and Gross Sales Generation: The eventual Estimated Appraised Value and Gross Sales production of the Proposed Development is anticipated to be at least $12.8 Million per year within 5 years of receiving their first two Certificates of Occupancy. The estimated property tax and sales tax generation to the Town is estimated to be $250,000 per year within 5 years of receiving both of their first two Certificates of Occupancy. 4. EDC Obligations: Pursuant to a Chapter 380 sales tax reimbursement agreement, the EDC will designate a portion of their annual budget to pay OTD an amount not to exceed $1,705,374 (purchase price excluding interest) upon OTD’s compliance with all conditions set forth in this section. EDC shall have the rights and remedies set forth below, and all payments shall be contingent upon OTD’s compliance with each of the following conditions: a. Upon OTD’s closing on the purchase of the Property and execution of a Developer’s Agreement, EDC shall pay OTD monthly payments in the amount of $11,731.08, for a period of twenty-four (24) months with a total annual payment not to exceed $140,773 to OTD for a period of twenty (20) years, which amount is the equivalent of principle and interest for the property purchased by OTD at a price of $7.25/SF for lump sum payment in an amount not to exceed $1,705,374 Town Council Page 343 of 355 Meeting Date: Monday, May 5, 2014 purchase price for approximately 5.4 acres (the “Property”). OTD is solely responsible for any purchase price that exceeds either the $7.25/ft or $1,705,374. OTD and Town, at the sole discretion of Town, shall structure the purchase agreement for the Property such that Town has the right to step into OTD’s shoes as the purchaser of the Property and/or OTD is required to transfer title to the Property to Town if upon EDC’s payment of $281,546, OTD has failed to obtain two (2) Certificates of Occupancy for two separate restaurant sites. All payments made by Town to OTD shall be paid directly to the mortgage holder for satisfaction of OTD’s loan to purchase the Property. b. The EDC has the right to pay the total principle amount to OTD at any time during the agreement term without penalty, as well as make additional principle payments without penalty. c. The EDC shall have the Right of First Refusal if OTD desires to sell the Property with or without infrastructure improvements during the term of the Developer Agreement. Additionally, should OTD desire to sell the Property, the EDC shall have the right to approve any and all future purchasers of property during the term of the Developer Agreement. d. The EDC shall have 1st lien status until a construction loan is obtained by OTD and then the EDC shall retain 2nd lien status. e. If OTD fails to obtain a Certificate of Occupancy for a third restaurant site within 36 months after the approval of the Developer Agreement, all obligations of EDC hereunder shall terminate. All time periods to obtain Certificates of Occupancy begin when the Developer Agreement is approved by the Town Council. The Developer Agreement will terminate with no further payment of any kind by EDC to OTD, if at the expiration of 36 months after the date of Town Council approval, OTD has failed to timely comply with every term of the Developer Agreement and/or has failed to obtain at least three (3) Certificates of Occupancy for three restaurant sites within thirty-six (36) months after approval of the Developer Agreement. Town’s right to purchase or require transfer of the Property shall also be available at the end of the thirty-six (36) month period if OTD fails to comply. f. If OTD ceases to exist or files for bankruptcy, the EDC shall be excused from making any future payments to OTD, and all agreements shall terminate as allowed by law. g. OTD shall ensure that a minimum of 100 Full Time Employees (FTE) are maintained or 192,000 work hours are maintained annually for the restaurant sites continuously. This standard shall be met by OTD within forty eight (48) months from the date of the approval of the Developer’s Agreement and shall continue until the date of termination of the Developer’s Agreement. h. OTD may request additional time for compliance of its obligations hereunder based upon good cause for force majeure or other causes of delay as determined acceptable by Town. 5. TIRZ #1 Obligations: The TIRZ shall reimburse eligible expenses contingent upon the following conditions: a. OTD shall be eligible for up to $1,500,000 for eligible public improvements including, but not limited to, curb and gutter, concrete parking, site lighting, landscaping, public utilities, permit fees, sidewalks, site preparation, engineering and interest carry. Town Council Page 344 of 355 Meeting Date: Monday, May 5, 2014 b. OTD shall have “first priority” of revenue and payment from TIRZ #1 at a percentage rate not to exceed 73% of total increment revenue generated from the entire TIRZ #1. c. No TIRZ payment shall be made to OTD until such time as a Certificates of Occupancy for two (2) separate restaurants have been obtained by OTD and payment will only be made if both Certificates of Occupancy are issued within 24 months following the date of Town approval of the Developer’s Agreement. Subsequent payments are contingent upon receiving a third restaurant Certificate of Obligation with 36 months of the date of date of Town approval of the Developer’s Agreement. The Agreement will terminate with no obligation to TIRZ if 24 months have passed from the date of the Developer’s Agreement and a Certificate of Occupancy for two (2) separate restaurants has not been issued. Likewise, TIRZ shall have no additional obligations if 36 months have passed from the date of the Developer’s Agreement, and a Certificate of Occupancy for a third restaurant site has not been obtained by OTD. d. If OTD ceases to exist or files for bankruptcy, the TIRZ shall be excused from making any future payments to OTD, and all agreements shall terminate as allowed by law. e. During years 6-20 after the date of Town approval of the Developer’s Agreement, if a restaurant is vacant for a period of twelve (12) months + one (1) day without either one or a combination of the following occurrences: Letter Of Intent, Building Permit, or Certificate of Occupancy, the TIRZ payment shall be reduced by the total proportional contribution to the TIRZ (ad valorem & sales tax) by the former restaurant’s highest incremental value generated. For Example, if the restaurant generated $10,000 to the TIRZ and the total TIRZ payment due to OTD was $20,000, then the $20,000 payment would be reduced by $10,000. f. Upon issuance of a Certificate of Occupancy for two restaurant sites within 24 months, OTD shall be entitled to a $400,000 payment from the Town as part of the total $1,500,000 TIRZ incentive. The TIRZ shall repay the Town $400,000 from 27% of the total increment revenue generated by the TIRZ, including interest if desired by the Town. The Town shall share “first priority” of revenue and payment with OTD at the designated percentage rates. g. TIRZ reimbursement shall occur annually on a date agreed upon by the parties. Town Council Page 345 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1140-T Name: Status:Type:Agenda Item Regular Session File created:In control:5/1/2014 Town Council On agenda:Final action:5/5/2014 Title:Consider and take appropriate action to alter the site of the Dino Playground slightly to the east of the approved site at Freedom Park. Attachments:Staff Report - Dino Playground.pdf Dino Park alternate location “D” at Freedom Park.pdf Dino Park alternate location “A” At Freedom Park.pdf Action ByDate Action ResultVer. Consider and take appropriate action to alter the site of the Dino Playground slightly to the east of the approved site at Freedom Park. Town Council Page 346 of 355 Meeting Date: Monday, May 5, 2014 To: Mayor and Town Council From: Adam Adams, Director of Parks & Recreation CC: Mike Slye, Town Manager Tammy Ard, Town Secretary Re: Dino Playground Town Council Meeting, Monday, May 5, 2014 Agenda Item: Consider and take appropriate action to alter the site of the Dino Playground slightly to the east of the approved site at Freedom Park. Explanation: At their April 7th Council Meeting, Town Council agreed after substantial public input by the user group “Trophy Club Families” that the Dino Park should be located at Freedom Dog Park as depicted in the alternate site plan “A”. It was also agreed that if staff could do anything to make the chosen site safer then staff should pursue that goal. Staff approached the planners currently working on the project with the possibility of moving the location of the Dino Park to the corner of the small dog park. The planners agreed that alternate site “D” created a better and safer experience for all park users. The parking spaces depicted in the new location would not be built at this time. A concrete approach would be poured into the playground. Staff is working with the planner to produce a cost estimate for the Council Meeting. The small dog equipment would need to be moved but the reduction of space will still provide ample room for small dog owners to enjoy the facility. Attachments: • Dino Park alternate location “D” at Freedom Park • Dino Park alternate location “A” At Freedom Park Town Council Page 347 of 355 Meeting Date: Monday, May 5, 2014 Town Council Goals: Goal #1: Safe and secure community. Maintain low crime rate Increase citizen awareness and involvement in crime prevention Provide superior Emergency Services Improve data security Goal #2: Business-Friendly Economic Development Create effective working relationships with businesses and developers Retain / Develop existing businesses Promote new commercial opportunities Goal # 3: Strong Partnerships and Community Involvement Create a positive regional identity Foster a well informed community Forge collaborative relationships with other governmental and public entities Support citizen volunteer opportunities Promote recreational / active lifestyle opportunities for all ages Goal #4: Healthy, Picturesque, and Environmentally Sound Promote recreational / active lifestyle opportunities for all ages Maintain neat and tidy appearance Improve property maintenance standards and code enforcement Develop / Enhance environmental and sustainability standards and programs Goal #5: Financial and Operational Stewardship Develop, recognize, and retain quality staff Implement strong financial management standards Improve effectiveness and efficiency of operational processes Maintain / Improve infrastructure and assets Provide cost-effective services Deliver responsible customer service Recommendation: Staff recommends that Council choose alternate site “D” as an improved location for the Dino Playground to be located at Freedom Park. Town Council Page 348 of 355 Meeting Date: Monday, May 5, 2014 Town Council Page 349 of 355 Meeting Date: Monday, May 5, 2014 Town Council Page 350 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1129-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Town Council Liaison Updates; discussion of same. Attachments: Action ByDate Action ResultVer. Town Council Liaison Updates; discussion of same. Town Council Page 351 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1130-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Town Manager Slye's update regarding the following; discussion of same. * Election Update * Budget Calendar * Fresh Meadow and Skyline Construction Project Updates * Community Clean-Up Event, May 17th * TML IEBP Conference, April 23rd - 25th * 'The Fugitive' Update Attachments: Action ByDate Action ResultVer. Town Manager Slye's update regarding the following; discussion of same. * Election Update * Budget Calendar * Fresh Meadow and Skyline Construction Project Updates * Community Clean-Up Event, May 17th * TML IEBP Conference, April 23rd - 25th * 'The Fugitive' Update Town Council Page 352 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1131-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Mayor and Council Updates regarding training opportunities, educational sessions, and regional meetings; discussion of same. * Parliamentary Procedure Webinar, April 30th * National Day of Prayer, May 1st * Women in Business Networking Luncheon, May 2nd Attachments: Action ByDate Action ResultVer. Mayor and Council Updates regarding training opportunities, educational sessions, and regional meetings; discussion of same. * Parliamentary Procedure Webinar, April 30th * National Day of Prayer, May 1st * Women in Business Networking Luncheon, May 2nd Town Council Page 353 of 355 Meeting Date: Monday, May 5, 2014 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12014-1132-T Name: Status:Type:Agenda Item Regular Session File created:In control:4/24/2014 Town Council On agenda:Final action:5/5/2014 Title:Items for Future Agendas. Attachments:Town Council Future Agenda Items UPDATED 4-21-2014.pdf Action ByDate Action ResultVer. Items for Future Agendas. Town Council Page 354 of 355 Meeting Date: Monday, May 5, 2014 Town Council Future Agenda Items List (updated 4/21/2014) 1. Consider and take appropriate action regarding the creation of a “Going Green” initiative throughout the Town. (White 2/24/2011) 2. Residential Property Renewal for tax incentives and grants for the recovery and renewal of existing residential properties (Mayer 4/22/13) 3. Ordinance update regarding home occupation and number criteria for single family residential. (Lamont 7/15) 4. Discussion regarding animal shelter long and short term facility. (11/18/2013) 5. Consider and take appropriate action regarding moving council meetings to another day possibly Thursday. (Mayer 4/7/2014) 6. Discuss and take appropriate action regarding annexation of the PID into the MUD (Rose 4/21/2014) Town Council Page 355 of 355 Meeting Date: Monday, May 5, 2014