Bass Pro Project Summary

Harlingen City Commission

and
Harlingen Economic Development Corporation
Project Summary

The Bass Pro Shops (“BPS”) Project was formally set into motion with the
Letter of Intent signed by the Economic Development Corporation
(“EDC”) and Bass Pro on April 20, 2010

150,000 square foot “destination retail” store on 25 acres

Estimated 3 million customers per year

In addition to BPS, EDC and the City, another party to this project is the
Developer, 88/77 Properties, LTD. (“Developer”)

Key factors to completion:

Sales tax revenue bonds

Lease agreement

Chapter 380 Agreements (3)

Site planning and development

HARLINGEN EDC

Environmental issues

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Site Map

HARLINGEN EDC
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Sources and Uses of Funds

Sources of Revenues
Tax Exempt Sales Tax Revenue Bonds $ 18,660,000 (1)
Taxable Sales Tax and Lease Rental Revenue Bonds 11,900,000 (1)
EDC's Funds 3,440,000 (1)(2)
City of Harlingen Certificates of Obligation 2,750,000
Future 380 Revenues (3) 4,388,696
$ 41,138,696
Uses of Revenues
Funds for Project Construction $ 31,000,000
Site Development for Pad, Utilities and Parking 3,000,000
Public Infrastructure Improvements 2,450,000
Payment to Irrigation District for Improvements 300,000
Site Acquisition from Developer (22.605 acres) 3,938,696
Site Acquisition Related Costs 450,000
$ 41,138,696

HARLINGEN EDC
(1) Preliminary, subject to change.
(2) This figure increases or decreases depending on bond proceeds available.
(3) Pursuant to Agreement with Developer based on sales in area surrounding BP site.
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Sources of Revenues for Project Cash Flows

Revenue Source of Cash Flow

Taxable 1. Lease Payments from BPS based on Sales

Bonds 2. EDC’s City-wide 3/8% Sales Tax Revenues

1. EDC’s 3/8% Sales Tax Revenue from BPS

Tax-Exempt Bonds 2. City’s 1% Sales Tax Revenue from BPS (380 Agreement)
3. EDC’s City-wide 3/8% Sales Tax Revenue

City’s Certificates of 1. Existing TIRZ Revenues from City and County

Obligation 2. Future TIRZ Revenues from City and County

1. 50% of EDC’s 3/8% Sales Tax Revenues from Developer

Owned Property (380 Agreement)
2. 40% of City’s 1% Sales Tax Revenues from Developer
Developer for Land Owned Property (380 Agreement)

HARLINGEN EDC
3. After Bonds have been retired, if the obligation to the
Developer has not been fulfilled, in addition to 1. and 2.,
the amount previously pledged to the bonds will be
available to the Developer
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Sales Tax Revenue Bonds

Covenant/Consideration Target Actual

Maximum Annual Debt Maximum Annual Debt

Reserve Fund Service Funded with Service Funded with
Bond Proceeds a Surety Policy

Additional Bond Test Targeted 1.50 times 1.40 times

Coverage Ratio Targeted 1.30 times 1.25 times

HARLINGEN EDC
Projected Rating High “A” Category A+

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Agreements Related to the Transaction

Document Parties Brief Description

Outlines all terms and conditions of lease, lease

Lease Bass Pro and EDC rental payments and requirements and
responsibilities during construction

Obligates City to use 50% of their 1% and EDC

Bass Pro Project and 380 to use 40% of their 3/8% of sales tax receipts
Grant Agreement City, EDC and Developer from Developer owned property to reimburse
Developer for land acquisition

Obligates City to use 1% sales tax revenues from

380 Grant Agreement City and EDC BP project to assist EDC pay Sales Tax Debt
Service

Obligates City to use 20% of sales tax revenues

380 Grant Agreement City and EDC collected from developer’s property to
reimburse the EDC for funds expended to date

City and Harlingen

Interlocal Agreement Irrigation District Bury irrigation canal and replace with pipe

City Abandon certain easements on property

HARLINGEN EDC
Ordinance

City, EDC, Underwriter Outlines all terms and conditions related to the
Bond Documents and Bondholders security and payment of the bonds

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Key Dates

Date Activity

December 10 , 2010 Special Meeting of the City Commission and EDC to Deliberate

December 11, 2010 Special Meeting of the City Commission and EDC to Take Action

December 13, 2010 Process of Hiring Construction Manager Begins

December 14, 2010 Price Bonds

December 15, 2010 Joint Meeting of City Commission and EDC to Consider Bonds

December 28, 2010 Bond Issues Close

Title Transfers to EDC and Site Development Begins

January 31, 2011 Site turned over to BPS and Construction Begins

October 30, 2011 * Construction Completed

October 31, 2011 * Bass Pro opens

HARLINGEN EDC
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