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
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ATTEST:
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CITY OF S LTTHLAI E
By:
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APPROVED AS TO FORM: 111111111``\
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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