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2000-018City of Southlake, Texas RESOLUTION NO. 00-18 I A RESOLUTION OF THE CITY COUNCIL SOUTHLAKE, TEXAS, APPROVING THE BOARD OF DIRECTORS OF THE REINVESTMENT ZONE NUMBER ONE, EFFECTIVE DATE. OF THE CITY OF BYLAWS OF THE TAX INCREMENT PROVIDING AN WHEREAS, the City Council of the City of Southlake, Texas, after public hearing created Tax Increment Reinvestment Zone Number One, City of Soudhake, as set forth in Ordinance No. 682, dated, September 23, 1997 and 682-A, dated, December 2, 1997; and WHEREAS, a Board of Directors was established by the City of Southlake Ordinance No. 682, adopted September 23, 1997, to administer the Zone; and WHEREAS, the Board of Directors of the Tax Increment Reinvestment Zone Number One functions 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; and, WHEREAS, the property and affairs of the Zone shall be managed and controlled by the City Council of the City of Southlake, Texas, subject to the restrictions imposed by law, the ordinance creating the Zone, and the Bylaws; and, WHEREAS, the Tax Increment Reinvestment Zone Board of Directors adopted these Bylaws on January 13, 2000 and, WHEREAS, under Resolution No. 00-18, the City Council officially approves the Bylaws of the Tax Increment Reinvestment Zone Board of Directors; now THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, THAT: SECTION 1. That all matters stated in the preamble of this resolution are true and correct and are hereby incorporated into the body of this resolution as if copied in their entirety. SECTION 2. That the City of Southlake hereby approves the Bylaws of the Board of Directors of Tax Increment Reinvestment Zone Number One, City of Southlake, Texas. Resolution No. 00-18 Page 2 SECTION 3. That the City of Southlake authorizes and directs that this action be made part of the City's permanent records. SECTION 4. That this resolution shall be effective immediately upon passage by City Council. PASSED AND APPROVED ON THIS DAY O4ki 00. ATTEST: itUSe CITY OF S LTTHLAI E By: apoi - AKE co O r tit 9 LL• . N - O 0 APPROVED AS TO FORM: 111111111``\ 2&J4 CITY ATTORNEY 5-1,I City of Southlake, Texas Bylaws of Tax Increment Reinvestment Zone Number One, The City of Southlake, Texas Article I: 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 U: 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 ("City Council'), subject to the restrictions imposed by law, 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 (7) and no greater than twelve (12) members. The board of Directors of the Investment Zone shall be appointed as follows: eight (8) members appointed by the City Council, with one of those positions being named by Carroll Independent School District CISD); each of the taxing units participating in the Zone: Tarrant County (County), Tarrant County Hospital District (Hospital), Tarrant County College (TCC), and CISD shall each appoint one member to the Board; provided however, that if a taxing unit other than the City) waives its right to appoint a member to the Board, as evidenced by TIRZ Board By-laws Page 2 written resolution duly adopted by the governing body of such taxing unit, the City Council may appoint a Board member in its stead. Each member shall serve for a term of two years, as stipulated in the Act, or until the member's successor is duly appointed and qualified. Subsequent directors shall be appointed by the governing bodies of the City, CISD, County, Hospital, and TCC and shall serve two year terms until their successors are appointed by the respective governing bodies. Any Director 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 Director, the governing body of the respective taxing unit which made such Board appointment shall be responsible for filling the vacancy. 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 resolution of the Board. 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 in person, or by mail, courier, facsimile, telephone, or e-mail, in accordance with Chapter 551 of the Texas Government Code. Notice of all Special Meetings shall state the purpose, which shall be the only business conducted. 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 the act of the Board of Directors, unless law requires the act of a greater number. 5G `('0 TIRZ Board By-laws Page 3 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 of 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 Secretary of the Board shall act as secretary of all meetings of the Board, but in the absence of the Secretary, the presiding officer may appoint any 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 City Secretary of the City of Southlake. Section 7: Compensation of Directors Directors as such 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 City 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 officer, other than the Chairman, shall be filled by a vote of a majority of the Directors. TIRZ Board By-laws Page 4 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 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 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, provided that the Board of Directors files with the City Council a written application requesting that the City Council approve such amendment to the Bylaws, specifying in such application the amendment or amendments proposed to be made, and an explanation for this amendment. If the City Council, by appropriate resolution, finds and determines that it is advisable TIRZ Board By-laws Page S that the proposed amendment be made, authorizes the same to be made and approves the form of the proposed amendment, the Board of Directors shall proceed to amend the Bylaws. After consultation with the Board of Directors, the City Council may adopt an amendment to the Bylaws by resolution and delivering,a copy of the amendment to the secretary of the Board of Directors. 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 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 and 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 of 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 therein, 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. SE -9 TIRZ Board By-laws Page 6 PASSES AND APPROVED ON THIS DAY OF , 2000. TIRZ Board Chairperson PASSED AND APPROVED ON THIS DAY OF 2000. ATTEST: City Secretary APPROVED AS TO FORM: CITY ATTORNEY CITY OF SOUTHLAKE Mayor MINUTES TIRZ Board of Directors Meeting Thursday, z'YJanua 13 2000 Meeting Minutes Members Present: Gary Fawks, Chairperson, Rick Stacy, Debra Edmondson, Ronnie Kendall, Rex Potter, Wayne Moffat, Patsy DuPre, Ted Gillum, Larry Darlage, Drenda Witt, Jane Sanford Members Absent: Susan Logan Staff Present: Finance Director Sharen Elam, Public Works Director Ron Harper, City Attorney Deborah Drayovitch, Assistant to the City Manager, Shelli Siemer, Senior Civil'Engineer Shawn Poe, Tarrant County Economic Development Coordinator Lisa McMillan Agenda Item No. l- Call to Order. Chairperson Gary Fawks called the meeting to order at 6:34 p.m. Agenda Item No. 2 -Consideration: Approval of Minutes. from the August 10, 1999 meeting Ronnie Kendall made a motion to approve the minutes of the August 10, 1999 TIRZ Board meeting. Ted Gillum seconded the motion. The motion passed 8-0, with Wayne Moffat, Debra Edmondson, and Rex Potter abstaining. Agenda Item No. 3 - Consideration: Appointment of Vice Chairperson. The board needs to appoint a Vice Chairperson for the TIRZ board. Ted Gillum made a motion to appoint Patsy DuPre as the Vice Chairperson. Drenda Witt seconded the motion. No other nominations were received. The motion was unanimously approved. Agenda Item No. 4 - Consideration: Adoption of By-laws, for the Tax Increment Reinvestment Zone Board of Directors Chairperson Gary Fawks explained the TIRZ Board is asked to consider the adoption of by-laws. Shelli Siemer explained the TIF by-laws were developed to act as guidelines for the board. The attorneys have reviewed the by-laws and they are consistent with the statute and with the ordinances adopted by the City Council. They are also similar to other area TIRZ Board by-laws, which we reviewed from Grapevine, Colleyville and North Richland Hills. Some of the highlights in the by-laws include a section on regular meetings, which includes a minimum meeting of once per year identifying December as the month to meet. The TIRZ Board can meet more frequently throughout the year, but December was chosen to allow for the presentation of the annual report. Unofficial minutes not approved by the Board** TIF Board. Meeting Minutes 1113100 Page 2 Some questions and/or amendments to the by-laws are as follows: Debra Edmondson asked a question about Section 2 referring to the meetings of the TIRZ Board. The by-laws currently state the "Board of Directors may hold their meetings within a public building" and it should be changed to the board "shall' hold meetings in a public building. Patsy DuPre asked about changing the name of Tarrant County Junior College to Tarrant County College. Patsy also asked about the terms of the board members as two years. Shelli explained the two year terms are consistent with the requirements of the state statute and the revised ordinance. Rex Potter asked about Section 3 referring to the regular meeting held in December because the City Council tries to limit the number of meetings in December. Maybe January is more appropriate to hold the meeting. The annual report is due 90 days at the end of the fiscal year, which would be December. Rick Stacy suggested defining the meeting as being held in the 4`h quarter of the calendar year to allow for the annual report to be presented at the end of the year, but not tying the board down to a specific month. Rex Potter asked about the definition of a quorum for the TIRZ Board and wondered if just the City Council on the TIRZ Board is included in the quorum. The quorum is defined as a majority of board of directors currently holding a position on the board. Out of the twelve members on the board the quorum is seven. Gary Fawks explained that the TIRZ Board is advisory in nature and is not given the authority to spend money in the TIRZ, because that is approved by the City Council. Rex Potter asked about Section 1, Article III that defines the appointment of officers and why the board appoints all the officers except the chairperson. Gary Fawks explained that the state statute requires the City Council to appoint the chairperson, and the TIRZ Board is given the authority to appoint the other officers. Rex also asked about the removal of officers. Deborah Drayovitch explained that the board does not have the power to remove the chairperson, but they do have the power to remove the other officers. Rick Stacy made the motion to approve the by-laws as amended. Debra Edmondson seconded the motion. The amended by-laws were approved unanimously. Agenda Item No. 5 - Discussion: Presentation olAnnual Report. Finance Director Sharen Elam presented the annual report to the TIRZ Board. The annual report is based on the fiscal year ending September 30, 1999. The first page of the report provides an overview as of September 30, 1999 showing the amount of cash within the TIF and the liabilities of the TIF fund. The first column is the titled "special revenue" which is the operating fund of the TIF. The debt service fund is the fund that pays for the debt issued, and the capital projects SE-h- Unofficial minutes not approved by the Board** TIF Board. Meeting Minutes 1/13/00 Page 3 fund pays for the construction of the facilities within the TIF boundaries. The account group for general long-term debt is for the liability of the debt we issued, which is for the 3.6 in June of 1999. The second page of the annual report is a recap of all the revenue received for the TIF up to September 30, 1999. Property taxes received for fiscal year 1999 was $91 thousand. The following pages three through five include notes to the financial statement to provide an overview of the TIF. Note one is a summary of the significant accounting policies, and note two is a recap of the cash and the debt in the TIF. Note three shows the debt and liabilities as of September 30, 1999. Rick Stacy clarified that we have issued $3.6 million and have $2.2 million in the fund. Page five shows the debt service payments over the next five years for the $3.6 million. Note four shows the appraised value for that fiscal year. Tax year 1998 taxable value and 1997 base year of the TIF, and the captured appraised value is what we can actually use for the TIF. Keep in mind during this fiscal year, the school district was participating at zero percent and we did not receive any revenue for this year. Rick Stacy asked whether we know what the taxable value is for 1999. The last report showed a captured appraised value at approximately $30 million. Gary Fawks explained that the projected appraised values included in the August 10, 1999 adopted project and financing plan were inflated to include the maximum potential values to allow the CISD to keep the funds in the TIF. They would lose the funds if the captured appraised values were higher than defined in the plan. This essentially allowed the CISD to participate in the TIF. Looking at the actual values are better guides to follow when the city issues the debt. The original 1997 plan shows the projected captured appraised values to be $31 million for 1999, and we are real close to that projection. We don't yet know what additional development will be on the ground for 1999. There will be some additional values captured in this calendar year. Ron Harper explained there were some improvements completed after January, 1999 including the Room Store, Noodle Kidoodle, and the finish out of some of the second floor offices. Rick Stacy asked about the next phase in Town Square and whether it will be completed this calendar year. Ron Harper said the building north of Town Hall and block 10 adjacent to the post office should be completed this calendar year. Gary Fawks stated that because of the year lag of when funds are appraised versus when they are actually received it looks like we are a little bit behind schedule. Ron Harper stated that there are 2-3 buildings in phase one that are included in the approved site plan and will go back to P&Z because they are making some modifications to the building layout. Rick Stacy asked about the hotel and whether it will be this year. Ron Harper did not know the schedule for the hotel. Sharen Elam stated that the annual report wilt be submitted, but she wanted to board to see the report. Drenda Witt suggested that the name of the Tarrant County College be changed in the report. Agenda Item No. 6: Adjourn. SE /3 Unofficial minutes not approved by the Board** TIF Board. Meeting Minutes 1/13/00 Page 4 Gary Fawks asked when the board would like to meet again and what they would like to discuss. Rex Potter suggested that the payment schedule and amortization schedule be prepared. Sharen Elam stated that by the developer's agreement, we are obligated to make payments to Stebbins one we receive funds in excess of our debt service, which we don't currently have. Gary Fawks stated that it is better to wait until we get a better understanding of the TIF funds and until we actually have excess funds beyond the debt service. Sharen Elam reported that the amortization schedule is something the City Council will approve. It does not go to the TIRZ Board for approval. Sharen reported that the next level of debt will be either $11.6 or $11.9 million within the next three months. The funding is needed by mid to late March. Rick Stacy explained that the next phase of Town Square construction needs to begin soon, and it should be fast tracked through the consideration steps. Ted Gillum reported that the school district has issued two sets of bonds. The school district issued bonds to pledge their tax rate and use TIF funds to reduce the debt service. The meeting was adjourned at 7:00 p.m. Submitted by: Shelli Siemer, City of Southlake Approved: Gary Fawks, Chairperson