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12.14.05 TIRZ MinutesThe Gates of Prosper TIRZ Meeting December 14, 2005, 9:00 am Blue Star Land Offices, Warren Parkway, Frisco, Texas Attendees: Stephen Jones, Joe Hickman, Ray Smith, Doug Mousel, and Karen Gandy 1. Town is committed to partnering with Blue Star Land in providing public infrastructure improvements to serve The Gates of Prosper project. 2. Town agrees to designate the f500-acre area as a Tax Increment Reinvestment Zone ("TIRZ"). 3. Town agrees to issue TIF-supported certificate of obligation bonds to fund reimbursement of public infrastructure improvements. Each series would be issued only after the values were already "on the ground." 4. Town understands that Blue Star's 10/28/05 proposal provides for $75.7M public infrastructure improvements within the TIRZ categorized as Basic Infrastructure ($45.6M), Regional Improvements ($5.5M), and Infrastructure Enhancements and Amenities ($24.6M). Blue Star's proposal assumes reimbursements of $51M from the Town and Collin County. Town agrees to 100% participation through the incremental increase in real property tax value and agrees to petition Collin County Commissioners to participate in the TIRZ with 50% of their incremental increase in real property tax value. Blue Star agrees to fund the remaining $24.7M of improvements. 5. Town expects Blue Star to dedicate a site for Prosper Town Hall. 6. Based on Blue Star's projected $509M in construction value, Town's financial advisors at First Southwest find that the incremental increase in real property values will support $30M of debt service for public infrastructure improvements. A financial analysis completed by the Town's First Southwest advisors indicates that values would have to nearly double (i.e., $910,889,980) to support $40M in debt service and would more than double (i.e., $1,032,235,896) to support $51M in debt service. 7. Town is willing to explore other means of reimbursing the other $21M ($51M - $30M) requested by Blue Star. Two ways were identified: 1) Blue Star could construct additional value or 2) the TIRZ boundary could be expanded to include other properties (perhaps properties to the west along the Dallas North Tollway). As these properties develop, the incremental increase in real property value would then be added to the TIRZ. 8. Town is aware that sales tax rebate agreements with individual anchors and tenants are likely as negotiations move forward. Town agrees to commit a reasonable portion of its sales tax revenues (not to exceed 50%) to attract those anchors and tenants. 9. All financial agreements shall be performance -based and all criterions shall be met before reimbursement occurs. . 10. It is both parties desire to set the May, 2006 IC SC Trade Show in Las Vegas as a goal for having established the TIRZ and having approved the final project and financial plans. Due to the many procedural requirements associated with the Zone's formation, it was agreed that a timeline must be established in order to keep all parties "on track." 11. Town is willing to accelerate completion of the economic feasibility study required by TIF statutes. 12. Blue Star is committed to reassessing its construction values, evaluating the expansion of the TIRZ boundary, and the possible inclusion of additional properties. Page 1 of 2 Karen Gandy From: Karen Gandy [karen_gandy@prosperbc.gov] Sent: Tuesday, January 17, 2006 5:59 PM To: 'Ray Smith' Subject: RE: Draft Agenda for Wednesday's TIRZ Meeting Importance: High See responses below. From: Ray Smith [mailto:jrsmith@centurybank.com] Sent: Tuesday, January 17, 2006 4:47 PM To: karen_gandy@prosperbc.gov Subject: RE: Draft Agenda for Wednesday's TIRZ Meeting Karen, On item 8. you state Town agrees........ not to exceed 50%. 50% of what? _Rate of reimbursement would not exceed 50% [i.e., For retailer recruitment, it would be 50% of $ of sales tax. Like in the current proposal, Blue Star requested 75% of the first $3.6M annually as reimbursement for infrastructure costs.] Does this include EDC? Not as written. Are they thinking the Town is 1 % and not 1.5%? No, Blue Star's current Finance Plan shows Sales Tax reimbursement coming from the Town's 1.5%; none from EDC. However, given Mikes. position in Executive Session on the CTX reimbursement breakdown, I guess EDC could expect to pick up 25% of the tab and the Town --- 75%. Also, I believe it should be understood this will have a cap on it. I agree!!!!!!! In talking with Mark Stein, he shared that other cities with similar projects may have reimbursed in the $50M range, but that amount would be inclusive of infrastructure costs, retailer recruitment, etal. He wasn't aware of a developer coming back to the trough for more —given the projections he has seen to date. Ray -----Original Message ----- From: Karen Gandy[mailto:karen_gandy@prosperbc.gov] Sent: Monday, January 16, 2006 5:24 PM To: Ray Smith; "J. Ray Smith II \(Business Fax\)" Subject: Draft Agenda for Wednesday's TIRZ Meeting Importance: High Ray, Any word from Blue Star yet? Here's my attempt at a meeting agenda. I've listed you as recapping the last meeting so I attached my meeting notes from the meeting for you. Doug said that he hasn't heard any change in position from Mike or the Council on the issue of sales tax usage. Doug's not ready to give in to the use of sales tax yet to fund the infrastructure improvements yet. I'm willing to fight the fight if we are properly armed with reasonable and reliable information from other projects. I think that Mark Stein can supply that info or at least help me find it. Karen P. Gandy, Executive Director Prosper Economic Development Corporation 121 W. Broadway Street P. O. Box 1060 Prosper, TX. 75078 1/17/2006 TIRZ Meeting December 2, 2005, 9:00 am, Prosper Town Hall Attendees: Mayor Charles Niswanger, Council Member/EDC Director Mike Wadsworth, EDC President Ray Smith, First Southwest Financial Advisors: David Medanich and 7ason Hughes, Town Administrator Doug Mousel, EDC Executive Director Karen Gandy. Consensus from this morning's meeting: Prosper's counter -proposal to Blue Star will be to reimburse Blue Star $30M (of the proposed $75.7M infrastructure/amenity improvement costs) by Town -issued, TIF- supported CO's rather than TIF revenue bonds. Funding source will be the incremental increase in property tax values generated within the TIRZ. No sales tax will be utilized as reimbursement for public infrastructure/amenity improvements. However, Prosper is willing to consider reimbursements of up to $51M if additional incremental property tax values are generated by added construction values. David Medanich and Jason Hughes with First Southwest will evaluate the current proposed construction values and determine the additional construction values needed to support reimbursements to Blue Star of $40M or $51M. Prosper will not support the formation of a Freshwater Supply District as part of its agreement with Blue Star. Karen Gandy will contact Peter Smith with Nichols, Jackson, Dillard, Hager & Smith, L.L.P. to discuss the appropriate legal mechanism necessary to document Prosper's commitment to Blue Star to utilize sales tax revenues (amount yet to be determined) for retailer recruitment. These agreements will be between the Town and/or EDC and individual retailers —not Blue Star. From this point forward, all discussions/negotiations between Blue Star and Prosper regarding the TIRZ should be by Prosper's Team (Ray Smith, Doug Mousel, & Karen Gandy). Joint Executive Session with Town Council and EDC will be convened on December 13th at 5:00 pm to discuss the TIRZ. First Southwest representative(s) will attend. Ray Smith, Doug Mousel, and Karen Gandy will present to Blue Star Team (Joe Hickman, Stephen Jones, Frank Abbott) Prosper's counter proposal following the joint executive session discussion. Karen will attempt to schedule this meeting on December 15th or 16th. Dependent upon outcome of the next meeting with Blue Star, Prosper may consider engaging a firm to conduct its own economic feasibility study of the TIRZ agreements. The Gates of Prosper TIRZ Meeting December 14, 2005, 9:00 am Blue Star Land Offices, Warren Parkway, Frisco, Texas Attendees: Stephen Jones, Joe Hickman, Ray Smith, Doug Mousel, and Karen Gandy 1. Town is committed to partnering with Blue Star Land in providing public infrastructure improvements to serve The Gates of Prosper project. 2. Town agrees to designate the ±500-acre area as a Tax Increment Reinvestment Zone ("TIRZ"). 3. Town agrees to issue TIF-supported certificate of obligation bonds to fund reimbursement of public infrastructure improvements. Each series would be issued only after the values were already "on the ground." 4. Town understands that Blue Star's 10/28/05 proposal provides for $75.7M public infrastructure improvements within the TIRZ categorized as Basic Infrastructure ($45.6M), Regional Improvements ($5.5M), and Infrastructure Enhancements and Amenities ($24.6M). Blue Star's proposal assumes reimbursements of $SIM from the Town and Collin County. Town agrees to 100% participation through the incremental increase in real property tax value and agrees to petition Collin County Commissioners to participate in the TIRZ with 50% of their incremental increase in real property tax value. Blue Star agrees to fund the remaining $24.7M of improvements. 5. Town expects Blue Star to dedicate a site for Prosper Town Hall. 6. Based on Blue Star's projected $509M in construction value, Town's financial advisors at First Southwest find that the incremental increase in real property values will support $30M of debt service for public infrastructure improvements. A financial analysis completed by the Town's First Southwest advisors indicates that values would have to nearly double (i.e., $910,889,980) to support $40M in debt service and would more than double (i.e., $1,032,235,896) to support $51M in debt service. 7. Town is willing to explore other means of reimbursing the other $21M ($51M - $30M) requested by Blue Star. Two ways were identified: 1) Blue Star could construct additional value or 2) the TIRZ boundary could be expanded to include other properties (perhaps properties to the west along the Dallas North Tollway). As these properties develop, the incremental increase in real property value would then be added to the TIRZ. 8. Town is aware that sales tax rebate agreements with individual anchors and tenants are likely as negotiations move forward. Town agrees to commit a reasonable portion of its sales tax revenues (not to exceed 50%) to attract those anchors and tenants. 9. All financial agreements shall be performance -based and all criterions shall be met before reimbursement occurs.