2018-12-04 TIRZ PacketM E M O R A N D U M
November 28, 2018
TO: Board of Directors, Tax Increment Reinvestment Zone Number One, City
of Southlake, Texas
FROM: Sharen Jackson, Chief Financial Officer
SUBJECT: Agenda Item Comments – TIRZ Board of Directors Meeting,
December 4, 2018, 5:00 p.m.
The TIRZ Board of Directors Meeting is scheduled for Tuesday, December 4, 2018 at
5:00 p.m. in the City Council Chambers at the Town Hall Building. The meeting is
intended to inform you of the financial status of the reinvestment zone, present the
annual report to the Board of Directors, and to take care of annual administrative items
relating to the Board. Also, this is an opportunity to receive an update regarding the
status of the Town Square development.
Agenda Item No. 2, Approval of the minutes from the August 7, 2018 Tax Increment
Reinvestment Zone Number One Board of Directors meeting – A copy of the meeting
minutes is included in your packet for review. If you have corrections to the meeting
minutes, please advise me in advance of the meeting, or you may make changes as
part of the motion during consideration of this item at the meeting.
Agenda Item No. 3, Approval of recommendation to the Southlake City Council for the
adoption of the amended Bylaws of Tax Increment Reinvestment Zone Number One – If
you recall, on August 7, 2018 the board approved the Amended Project and Financing
Plan to (1) Extend the life of the zone for an additional 20 years; and (2) Amend the
project and financing plan to include project costs related to public buildings and
facilities (including Carroll ISD facilities located within the zone), public parks, general
infrastructure, technology infrastructure, operations and maintenance.
The extension included the City and Carroll ISD as the only participating entities. The
reduction of participating entities necessitates a bylaw amendment to reduce the
number of board members. The amendment removes representatives from non-
participating entities from the board.
A copy of the proposed bylaws is included in your packet for review.
Agenda Item No. 4, Approval of Recommendation to the City Council for the
appointment of the Chair for Tax Increment Reinvestment Zone Number One, City of
Southlake, Texas, for 2019 – Section 311.009(f) of the Tax Increment Financing Act
(the “Act”) states the following: “Each year the governing body of the municipality shall
appoint one member of the board to serve as chairman for a term of one year that
City of Southlake, Texas
Board of Directors, Tax Increment Reinvestment Zone Number One, City of Southlake, Texas
January 18, 2018
Page 2 of 2
begins on January 1 of the following year.” The City Council is to select the Chair,
based on a recommendation from the TIRZ Board of Directors. The City Council is
scheduled to consider a resolution to meet this requirement on the January 15, 2019,
City Council meeting agenda.
Agenda Item No. 5, Election of Vice-Chair for Tax Increment Reinvestment Zone
Number One, City of Southlake, Texas, for 2019 – The Board is asked to consider the
election of a Vice-Chair at this meeting. The Bylaws stipulate that this term is for one
(1) year. This appointment is made by the TIRZ Board and not by the City Council. The
duties of this office include those assigned by the Board, and to serve as Chair due to
absence or inability to act.
Agenda Item No. 6, Approval of the 2018 Annual Report for Tax Increment
Reinvestment Zone Number One, City of Southlake, Texas – Included in your packet is
the TIRZ FY 2018 Annual Report. Section 311.006 of the Tax Increment Financing Act
establishes an annual report requirement for the TIRZ, and a copy of this report must be
forwarded to the Office of the State Attorney General and to the chief executive officer
of each taxing unit that levies taxes within the zone.
Agenda Item No. 7, Briefing on Southlake Town Square Projects – This is a standing
agenda item that provides Cooper & Stebbins and RPAI the opportunity to brief the
Board of Directors on the Town Square projects and other items of interest.
As always, we appreciate your commitment and service to the community. If you have
questions or comments on the meeting agenda or any of the packet materials in
advance of the meeting, please do not hesitate to contact me at (817) 748-8042.
TIRZ Meeting Minutes, August 7, 2018 Page 1
TAX INCREMENT REINVESTMENT ZONE NUMBER ONE
BOARD OF DIRECTORS MEETING MINUTES
AUGUST 7, 2018
LOCATION: Southlake Town Hall, City Council Chambers
1400 Main Street, Southlake, Texas 76092
MEMBERS PRESENT: Chair John Huffman, Vice Chairman Shawn McCaskill,
Laura Hill, Randy Williamson, Shahid Shafi, Chad Patton, Christopher Archer, and
Scott Rule
MEMBERS ABSENT: Rebecca Barksdale, Todd Carlton, Mark McClendon, and
Scott Wrehe
STAFF PRESENT: Assistant City Manager and Director of Economic Development &
Tourism Alison Ortowski, Deputy Director of Marketing and Communications Pilar
Schank, Chief Financial Officer Sharen Jackson, Director of Public Works Rob Cohen,
and City Secretary Carol Borges.
1. CALL TO ORDER
The meeting was called to order by Chair John Huffman at 4:30pm.
Mayor Hill introduced Mayor for a Day recipient Sofia Greenberg who observed the
proceedings from the dais.
2. CONSIDERATION: APPROVAL OF THE MINUTES FROM THE JANUARY 23,
2018 TAX INCREMENT REINVESTMENT ZONE NUMBER ONE BOARD OF
DIRECTORS MEETING.
A motion was made to approve the minutes from the January 23, 2018 Tax Increment
Reinvestment Zone Number One Board of Directors meeting.
Motion: McCaskill
Second: Patton
Ayes: Huffman, McCaskill, Hill, Williamson, Shafi, Patton, Archer, Rule
Approved: 8-0
3. CONSIDERATION: APPROVAL OF SOUTHLAKE TIRZ #1 AMENDED
PROJECT AND FINANCING PLAN
Chief Financial Officer Sharen Jackson presented Item 3 and answered questions from
the Board.
A motion was made to approve the Southlake TIRZ #1 Amended Project and Financial
Plan.
TIRZ Meeting Minutes, August 7, 2018 Page 2
Motion: McCaskill
Second: Patton
Ayes: Huffman, McCaskill, Hill, Williamson, Shafi, Patton, Archer, Rule
Approved: 8-0 (roll call vote)
4. DISCUSSION: PROPOSED FISCAL YEAR 2019 TAX INCREMENT
REINVESTMENT ZONE NUMBER ONE BUDGET OVERVIEW AND REVISED
BUDGET FIGURES FOR FISCAL YEAR 2018.
Chief Financial Officer Sharen Jackson presented Item 4 and answered questions from
the Board.
No action taken.
5. DISCUSSION: TAX INCREMENT REINVESTMENT ZONE NUMBER ONE
PROJECT STATUS UPDATE.
Cooper & Company President Frank Bliss and RPAI General Manager David Ayer
presented Item 5 and answered questions from the Board.
No action taken.
6. ADJOURNMENT
The meeting was adjourned by Chair John Huffman at 5:01pm.
MINUTES APPROVED ON THIS, THE ____ DAY OF __________________, 20____.
______________________________
John Huffman, Chairman
ATTEST:
______________________________
Carol Ann Borges, TRMC
City Secretary
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Bylaws of Tax Increment Reinvestment Zone
Number One, The City of Southlake, Texas
Article 1: Powers and Purpose
Section 1: Financing Development or Redevelopment in the Zone.
In order to implement the purposes for which Tax Increment Financing Reinvestment Zone
Number One, City of Southlake, Texas (the "Zone") was formed, as set forth in Ordinance No.
682, dated, September 23, 1997 and 682-A, dated, December 2, 1997, creating the Zone, the
City of Southlake, Texas (the "City") may issue obligations to finance all or part of the cost of
implementing the "project plan" for the Zone as defined in the Tax Increment Financing Act of
the Tax Code, Chapter 311, Vernon's Texas Codes Annotated (the "Act").
Section 2: Books and Records, Approval of Programs and Financial Statements.
The Board of Directors shall keep correct and complete books and records of accounts and shall
also keep minutes of its proceedings and the proceedings of committees having any of the
authority of the Board of Directors. All books and records of the Zone may be inspected by any
director or his agent or attorney for any proper purpose at any reasonable time; and at all times
the City Council, the City Auditor and the Finance Director of the City of Southlake, Texas, will
have access to the books and records of the Zone. The City Council must approve all programs
and expenditures for the Zone and annually review any financial statements of the Zone.
Article II: Board of Directors
Section 1: Powers, Number, and Term of Office.
The property and affairs of the Zone shall be managed and controlled by the City Council of the
City of Southlake, Texas (the "City Council"), subject to the restrictions imposed by l aw, the
ordinance creating the Zone, and these Bylaws. It is the intention of the City Council that the
Board shall function only in an advisory or study capacity with respect to the Zone and shall
exercise only those powers, advisory in nature, which are either granted to the Board pursuant to
the Act or delegated to the Board by the City Council.
As set forth in the ordinance creating the Zone, the Board shall consist of no less than seven and
no greater than 12 members. The City Council shall appoint a total of eight members, with one
member being nominated by Carroll Independent School District (“CISD”), and the remaining
seven members at all times being the Mayor and Places 1 through 6 of the City Council. The
positions occupied by the Mayor and Places 1 through 6 may sometimes hereafter be referred to
as the “Council Directors.”
CISD shall appoint one member; provided, however, that if CISD waives its right to appoint a
member to the Board, as evidenced by written resolution duly adopted by the governing body of
CISD, the City Council may appoint a member in its stead.
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Each member shall serve for a term of three years, or until the member's successor is duly
appointed and qualified, or in the case of the Council Directors, when the member’s successor
becomes qualified to serve on City Council.
Any member appointed by the City may be removed from office by the City Council in
accordance with the City Charter and applicable ordinances. In the event of a vacancy caused
by the resignation, death, or removal for any reason, of a member, the governing body of the
respective taxing unit which made such appointment shall be responsible for filling the vacancy
in accordance with these bylaws, the Act, and the ordinance creating the Zone.
Section 2: Meetings of Directors.
The Board of Directors shall hold their meetings within a public building in the city, so as to
allow the community to attend such meetings. The Board shall determine an appropriate
meeting schedule.
Section 3: Regular Meetings.
The Board shall hold regular meetings at such times and places as shall be designated, from time
to time, by minute order of the Board. The secretary shall give notice to each director of each
meeting by e-mail. Notice of all regular and special meetings of the Board and any committees
thereof shall be posted in accordance with the provisions of the Texas Open Meetings Act,
Chapter 551 of the Texas Government Code. There shall be at least one Regular Meeting held
each year during the fourth quarter of the calendar year.
Section 4: Special or Emergency Meetings.
Special or Emergency Meetings of the Board of Directors shall be held whenever called by the
chairman, by the secretary, by a majority of the directors then in office or upon advice of or
request by the City Council. The secretary shall give notice to each director of each Special
Meeting by e-mail. Notice of all Special Meetings shall state the purpose which shall be the
only business conducted.
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Section 5: Quorum.
A majority of the directors holding current appointments shall constitute a quorum for the
consideration of matters pertaining to the purposes of the Zone. The act of a majority, in other
words a quorum, at a meeting shall constitute an act of the Board of Directors, unless law
requires the act of a greater number.
Section 6: Conduct of Business.
At the meetings of the Board of Directors, matters pertaining to the purposes of the Zone shall
be considered in such order as from time to time the Board may determine. At all meetings o f
the Board, the Chairman shall preside and in the absence of the Chairman, the Vice-Chairman
shall exercise the power of the Chairman. If both Chairman and Vice-Chairman are absent,
those present shall elect someone to serve as Chairman.
The City Secretary of the City of Southlake shall serve as Secretary of the Board, and shall act
as secretary of all meetings of the Board, but in the absence of the City Secretary, the Deputy
City Secretary may act as Secretary of the meeting. In the event of the absen ce of the City
Secretary and Deputy City Secretary, the presiding officer may appoint any one person to act as
Secretary of the meeting. City staff shall provide notice of meetings and prepare meeting
agendas. Within 30 days following each meeting of the Board, the secretary shall submit a copy
of the minutes of the meeting to the Chairman of the Board.
Section 7: Compensation of Directors.
Directors shall not receive any salary or compensation for their services, whether as an officer or
just a member, except that they shall be reimbursed for their actual expenses incurred in the
performance of their duties hereunder.
Section 8: Attendance.
Board Members shall make every effort to attend all Regular and Special Meetings of the Board
and/or committees. The City Council may replace any appointee of the Board or request
replacement of an appointee from other taxing jurisdictions for non-attendance.
Article III: Officers
Section 1: Titles and Terms of Office.
The officers of the Zone shall consist of a Chairman, a Vice-Chairman, a Secretary and such
other officers as the Board of Directors may from time to time elect or appoint; provided,
however, that the City Council shall, on an annual basis, appoint the Chairman in accordance
with the Act. Terms of office for officers, other than the Chairman, shall be one year.
All officers, other than the Chairman, shall be subject to removal from office, with or without
cause, at any time by a vote of a majority of the entire Board. A vacancy in the office of any
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officer, other than the Chairman, shall be filled by a vote of a majority of the Directors.
Section 2: Powers and Duties of the Chairman.
The Chairman shall be the Chief Executive Officer of the Board of Directors, and subject to the
approval of the City Council, shall be in general charge of the properties and affairs of the Zone
and shall preside at all meetings of the Board of Directors.
Section 3: Powers and Duties of the Vice-Chairman.
The Vice-Chairman shall be a member of the Board of Directors, shall have such powers and
duties as may be assigned to him by the Board of Directors and shall exercise those powers and
duties. The Vice-Chairman shall also exercise the powers of the Chairman during that officer's
absence or inability to act. Any action taken by the Vice-Chairman in the performance of the
duties of the Chairman shall be conclusive evidence of the absence or inability to act of the
Chairman at the time that such action was taken.
Section 4: Powers and Duties of the Secretary.
The Secretary shall keep the minutes of all meetings of the Board in books provided for the
purpose, shall have charge of such books, records, documents and instruments as the Board may
direct, all of which shall at all reasonable time be open to inspection, and shall in general
perform all duties incident to the office of the Secretary subject to the control of the City
Council and the Board.
Section 5: Staff.
Additional staff functions for the Board shall be performed by the City Manager and city staff as
designated by the City Manager.
Article IV: Provisions Regarding Bylaws
Section 1: Effective Date.
These Bylaws shall become effective upon adoption by the Board and approval by the City
Council.
Section 2: Amendments to the Bylaws.
These Bylaws may be amended by majority vote of the Board of Directors, and by a resolution
approved by a majority vote of the City Council.
Section 3: Interpretation of the Bylaws.
These Bylaws and all the terms and provisions hereof shall be liberally construed to the purposes
set forth herein. If any word, phrase., clause, sentence, paragraph, section, or other part of these
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Bylaws, or the application thereof to any person or circumstance, shall ever be held invalid or
unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the
application of such word, phrase, clause, sentence, paragraph, section or other part of these
Bylaws to any other person or circumstance shall not be affected thereby.
Article V: General Provisions
Section 1: Notice of Waiver of Notice.
Whenever any notice whatsoever required to be given under the provision of these Bylaws, said
notice shall be deemed to be sufficient if given by depositing the same in a post office box in a
sealed postpaid wrapper addressed to the person entitled hereto at their post office address, as it
appears on the books of the Zone, and such notice shall be deemed to have been given on the
day of such mailing. Attendance of a Director at a meeting shall constitute a waiver of notice
for such meeting, except where a Director attends a meeting for the express purposes of
objecting to the transaction of any business on the grounds that the meeting is not lawfully called
or convened. A waiver of notice in writing signed by the person or persons entitled to said
notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of
such notice.
Section 2: Resignations.
Any director or officer may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein, or, if no time was specified, at the time of its
receipt by the City Council. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.
Section 3: Approval or Delegation of Power by the City Council.
To the extent that these Bylaws refer to any approval by the City, such approval of delegation
shall be evidenced by a certified copy of an ordinance, or resolution, duly adopted by the City
Council.
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PASSED AND APPROVED this _____ day of ____________________, 2018.
_______________________________
TIRZ Board Chairman
PASSED AND APPROVED this _____ day of ____________________, 2018.
______________________________
Mayor
ATTEST:
______________________________
City Secretary
Tax IncremenT
reInvesTmenT
Zone #1
annual reporT
ocTober 1, 2017 –
sepTember 30, 2018
FY 2018 TAX INCREMENT REINVESTMENT ZONE ANNUAL REPORT
FY 2018
City of Southlake TIRZ #1
Board of Directors
Laura Hill
City of Southlake
Shahid Shafi
City of Southlake
Shawn McCaskill, Vice Chair
City of Southlake
Chad Patton
City of Southlake
Randy Williamson
City of Southlake
John Huffman, Chair
City of Southlake
Christopher Archer
City of Southlake
Read Ballew
Carroll ISD
Rebecca Barksdale
Tarrant County
Mark McClendon
Tarrant County College Dist.
Scott Rule
Tarrant County Hospital District
WHAT IS TAX INCREMENT FINANCING?
Tax Increment Financing (TIF) is a
tool to finance public improvements
within a defined area. The improvements
should enhance the environment and
attract new investment. The statutes
governing tax increment financing are in
Chapter 311 of the Texas Tax Code.
A municipality makes an area
eligible for tax increment financing by
designating a “reinvestment zone”, also
called a “tax increment reinvestment
zone (TIRZ)” or a “tax increment financing
(TIF)” zone. The City of Southlake has
one active zone.
Costs of selected public
improvements outlined in the zone’s
project and financing plan may be paid
by current or future tax revenue flowing
from redeveloped or appreciated real
property valued in the zone. The
additional tax dollars generated by
growth of real property value in the zone
are called the tax increment. These
dollars flow to a fund for a specified
number of years. Money flowing into the
fund each year is spent according to an
approved plan and in accordance with
agreements in place with participating
governmental units.
A Board of Directors appointed by
the participating governmental units
oversees the budget of the District.
ANNUAL REPORT
Texas law requires the governing
body of the municipality that created the
reinvestment zone to submit a report to
the chief executive officer of each taxing
entity that levies property taxes on real
property in the reinvestment zone on or
before the 90th day following the end of
FY 2018 TAX INCREMENT REINVESTMENT ZONE ANNUAL REPORT
2
the fiscal year of the municipality. This
report must include information about:
• Fund revenues
• Amount and purposes of expenses
• Amount of debt
• Tax increment base/captured
appraised value
• Captured appraised value shared by
the municipality and other taxing units
• Other information necessary to
demonstrate compliance with the tax
increment financing plan.
The City of Southlake has entered into
participation agreements with Tarrant
County, Tarrant County College, Tarrant
County Hospital District, and Carroll
Independent School District (CISD).
SOUTHLAKE TAX INCREMENT REINVESTMENT
ZONE #1
The Southlake Tax Increment
Reinvestment Zone #1 was established to
provide a financing mechanism to
facilitate high quality development in the
southeast area of the city. Created by
Ordinance No. 682 in September 1997,
TIRZ #1 was set to expire on December
31, 2018 or the date when all project costs
were paid and all debt was retired,
whichever came first.
However, in August 2018, the TIRZ
#1 Board and the City Council amended
the Project and Financing Plan a second
time to extend the life of the zone for 20
years and adjust the planned projects and
associated costs. The participation of the
overlapping taxing jurisdictions was also
adjusted to reduce Tarrant County,
Tarrant County Jr. College, and the
Tarrant County Hospital District
participation to zero percent. The City of
Southlake’s and Carroll ISD’s
participation amounts remained
unchanged in the extension with
participation at 100%.
The TIRZ’s base year taxable value
(1997) was $23,475,366. Taxable
property value appreciation in the zone
since that time is captured for investment
in the zone. The Project & Financing Plan
approved in August 1999 and amended in
August 2018 outlines the strategies used
to encourage development in the zone.
The Plan also includes value projections
for the zone as a benchmark to track
performance.
Since its implementation in 1998,
the TIF has generated $103,095,924 in
revenue for investment, and to further the
economic development goals of the zone.
TIRZ #1 REVENUES
In FY 2018, $9,726,030 in ad
valorem taxes was collected in the zone.
Coupled with interest income, the fund
realized over $9.73 million in revenue for
the fiscal year, a 12.9% increase above FY
2017. (See Attachment A for historical
collections by entity)
The captured incremental taxable
value for TIRZ #1 for the 2017 tax year
was $458,747,491 which was an increase
of $50,249,726 over the incremental value
for 2016. (See Attachment A for incremental
taxable value by entity)
FY 2018 TAX INCREMENT REINVESTMENT ZONE ANNUAL REPORT
3
TIRZ #1 EXPENDITURES
In January 1998, the City Council
entered into the first commercial
developer agreement with Southlake
Venture West LP and Southlake Venture
East LP for Southlake Town Square, Phase
I. Since that time, the Council has entered
into developer agreements for additional
phases of Southlake Town Square.
The developer completed both
public and private improvements on the
site and the agreements provide for 40%
reimbursement of the cost for general
public infrastructure (roads, water,
sewer, parking, etc.), and 100%
reimbursement for the cost of public
parks in Town Square. Through
September 30, 2018, the developer has
been reimbursed a total of $11,025,136
for eligible project costs.
In addition to reimbursements
made from the incremental property
value in the zone, the City Council has
also executed 380 Agreements with the
developer, providing for reimbursement
of 80% of the sales taxes collected in the
Grand Avenue portion of the project.
Public buildings and facilities were
also included in the project and financing
plan. A joint City/County facility was
built and opened in early 2000, parking
facilities were purchased by the City in
2008, and the plan includes a number of
school facilities and operating expenses
as well, to be funded with CISD and City
of Southlake contributions only.
For FY 2018, $7,500,218 was spent
on zone operations and infrastructure.
These funds were used for debt service
obligations of Carroll Independent School
District facilities and infrastructure
improvements identified in the project
and financing plan.
For FY 2018, $3,258,927 was
transferred to debt service to cover the
annual payment on bonds outstanding.
(See Attachment A for historical debt service
obligation)
TIRZ #1 FUND BALANCE
At the conclusion of FY 2018, the
fund balance was $.92 million. At the
conclusion of FY 2019, it is projected that
the fund balance will be $1,825,776.
These funds will be necessary for future
debt service payments, and may also be
used to reimburse the City of Southlake
for the city funds used to supplement debt
service payments in prior years.
FY 2018 TAX INCREMENT REINVESTMENT ZONE ANNUAL REPORT
4
ATTACHMENT A
Chart 1: Comparison of revenues received by taxing entity per fiscal year
Chart 2: 2017 Taxable Value Increment by taxing entity
Chart 3: Comparison of revenue received to debt service obligations.
*- $1,995,000 (FY 17) and $1,445,000 (FY 18) infrastructure reimbursement reduced net revenues.
(2,000,000)
-
2,000,000
4,000,000
6,000,000
8,000,000
10,000,000
FY
1999
FY
2001
FY
2003
FY
2005
FY
2007
FY
2009
FY
2011
FY
2013
FY
2015
FY
2017
City of Southlake Tarrant County Hospital District Tarrant County College Tarrant County Carroll ISD
458,747,491 466,715,975 466,715,975 466,715,975 465,720,906
-
100,000,000
200,000,000
300,000,000
400,000,000
500,000,000
600,000,000
City of
Southlake
Tarrant
County
Hospital
District
Tarrant
County
College
Tarrant
County
Carroll
ISD
Base Year Taxable Value Incremental Taxable VAlue
-
1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
FY
1
9
9
9
FY
2
0
0
0
FY
2
0
0
1
FY
2
0
0
2
FY
2
0
0
3
FY
2
0
0
4
FY
2
0
0
5
FY
2
0
0
6
FY
2
0
0
7
FY
2
0
0
8
FY
2
0
0
9
FY
2
0
1
0
FY
2
0
1
1
FY
2
0
1
2
FY
2
0
1
3
FY
2
0
1
4
FY
2
0
1
5
FY
2
0
1
6
FY
2
0
1
7
*
FY
2
0
1
8
*
Net TIRZ Revenue TIRZ Annual Debt Service
FY 2018 TAX INCREMENT REINVESTMENT ZONE ANNUAL REPORT
5