HomeMy WebLinkAboutOctober 06, 2014 AgendaCity f Denton City Hall
Y 215 E. McKinney St.
Denton, Texas 76201
tmrmruotA@Itli www.cityofdenton.com
Dt�NT N Meeting Agenda
City Council
Monday, October 6, 2014 11:30 AM Work Session Room
After determining that a quorum is present, the City Council of the City of Denton, Texas will convene
in a Work Session on Monday, October 6, 2014 at 11:30 a.m. in the Council Work Session Room at
City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered:
NOTE: A Work Session is used to explore matters of interest to one or more City Council Members or
the City Manager for the purpose of giving staff direction into whether or not such matters should be
placed on a future regular or special meeting of the Council for citizen input, City Council deliberation
and formal City action. At a Work Session, the City Council generally receives informal and
preliminary reports and information from City staff, officials, members of City committees, and the
individual or organization proposing council action, if invited by City Council or City Manager to
participate in the session. Participation by individuals and members of organizations invited to speak
ceases when the Mayor announces the session is being closed to public input. Although Work Sessions
are public meetings, and citizens have a legal right to attend, they are not public hearings, so citizens are
not allowed to participate in the session unless invited to do so by the Mayor. Any citizen may supply
to the City Council, prior to the beginning of the session, a written report regarding the citizen's opinion
on the matter being explored. Should the Council direct the matter be placed on a regular meeting
agenda, the staff will generally prepare a final report defining the proposed action, which will be made
available to all citizens prior to the regular meeting at which citizen input is sought. The purpose of this
procedure is to allow citizens attending the regular meeting the opportunity to hear the views of their
fellow citizens without having to attend two meetings.
A. ID 14 -0604 Receive a report, hold a discussion and give staff direction regarding a proposed
convention center.
Attachments: Exhibit 1 - TIRZ 3 DISD Draft
Exhibit 2 - TIRZ 3 Denton County Draft
Exhibit 3 - Final Design Schematics
B. ID 14 -0606 Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from
the City Council or the public with specific factual information or recitation of
policy, or accept a proposal to place the matter on the agenda for an upcoming
meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide
reports about items of community interest regarding which no action will be taken,
to include: expressions of thanks, congratulations, or condolence; information
regarding holiday schedules; an honorary or salutary recognition of a public official,
public employee, or other citizen; a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing body
that was attended or is scheduled to be attended by a member of the governing body
or an official or employee of the municipality; or an announcement involving an
imminent threat to the public health and safety of people in the municipality that has
arisen after the posting of the agenda.
City ofDenton Page I Printed on 101212014
City Council Meeting Agenda October 6, 2014
NOTE: The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open
Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, including
without limitation, Sections 551.071 - 551.086 of the Texas Open Meetings Act.
CERTIFICATE
I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of
Denton, Texas, on the day of , 2014 at o'clock (a.m.) (p.m.)
CITY SECRETARY
NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM IS ACCESSIBLE IN
ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL
PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED
AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE
CITY SECRETARY'S OFFICE AT 349 -8309 OR USE TELECOMMUNICATIONS DEVICES FOR
THE DEAF (TDD) BY CALLING 1- 800 - RELAY -TX SO THAT A SIGN LANGUAGE
INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE.
City ofDenton Page 2 Printed on 101212014
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
D EN'FON
File #: ID 14 -0604, Version: 1
Legislation Text
Agenda Information Sheet
DEPARTMENT: City Manager's Office
CM/ ACM: Jon Fortune, Assistant City Manager
Date: October 6, 2014
SUBJECT
Receive a report, hold a discussion and give staff direction regarding a proposed convention center.
BACKGROUND
On December 10, 2013, the City Council approved the Master Development Agreement (MDA) between the
City, the University of North Texas (UNT), O'Reilly Hospitality Management, and O'Reilly Hotel Partners
Denton (OHPD) to construct a convention center and convention center hotel.
The approved MDA outlines the specific steps to implement the elements of the feasibility period that is
described in the agreement. Per this direction from City Council, staff initiated the creation of the Tax
Increment Financing District, worked with architects to create Design Development (DD) drawings, and has
solicited construction proposals for the convention center and evaluated various value engineering options. The
purpose of this briefing is to provide an update on the status of these various activities and to discuss next steps.
Tax Increment Reinvestment Zone (TIRZ)
The City Council has created the convention center TIRZ and has approved the TIRZ project financing plan,
which simply estimates the TIRZ revenue and defines the eligible expenditures from that source of revenue. It
does not define or limit the scope of the project. Recently, on September 23, 2014 staff presented a draft TIRZ
participation agreement to the Denton Independent School District (DISD) for their consideration. Staff was
seeking feedback from DISD as to whether there was interest in participating in the convention center TIRZ
and if so, at what percentage level. The draft agreement is attached for your review (Exhibit 1). The DISD
Trustees are expected to consider their participation and the draft participation agreement again at their October
14 meeting.
Staff is also scheduled to present the same request to Denton County at their October 7 Commissioners Court
meeting, at which a draft TIRZ participation agreement will be provided (Exhibit 2). As with DISD, staff is
seeking County feedback on their interest to participate in the TIRZ and at what level. It is likely that the
County will also make a final determination at their October 14 Commissioners meeting.
Construction Estimate
In February and April of this year, staff provided the City Council an update on the project and sought direction
regarding the design of the convention center. This was helpful in creating the Design Development drawings
City of Denton Page 1 of 4 Printed on 10/2/2014
File #: ID 14 -0604, Version: 1
for a three level, 97,000 sq /ft convention center.
Based on the feedback from City Council, the DD drawings were completed and a request for construction
proposals was advertised in June with a submission deadline of June 30, 2014. We were pleased to have
received responses from six firms, though the pricing responses for building construction only (excludes
design, furniture, and fixtures) were higher than anticipated ranging from $24.5 million to $31.2 million.
Project architects have met with Clark Contractors to develop revised design options to bring the construction
estimate closer to expectations. These options were presented to City Council on August 5, 2014 and again on
September 9, 2014. The final version that was selected by the City Council eliminated just over 27,000 sq /ft of
space by changing the design from a three floor structure to a single floor structure. By switching to a single
story concept, and eliminating the need for large corridors and stairways, space was reclaimed in such a way to
preserve as much of the initial capacity of the building as originally designed and presented to City Council in
April. The revision also included changes in the exterior building materials to lower cost products to help meet
budgetary expectations.
The current size of the facility is expected to be 69,570 sq /ft, and will have capacity for convention participants
and banquet events up to 650 and 1,800 respectively. The final design schematics are attached (Exhibit 3). The
latest construction estimate for the convention center construction is listed below:
Convention Center Construction Estimates
Building Construction
$19,811,000
Bid Alternates (f .. dation & roof)
$ 1,012,230
Technical Fees
$ 935,000
Furniture & Fixtures
$ 3,050,000
Construction Mgmt & Misc.
$ 776,000
Contingency (3 %)
$ 765,000
Total
$26,349,230
Capitalized Interest Expense $ 2,500,000 (Estimate)
Grand Total $28,849,230
During the August 5 and September 9 discussions, the City Council discussed the anticipated total budget in the
MDA of $25 million. Concern was expressed that further reductions could change the nature of the building in
such a manner that it no longer met the City's long -term objective for the facility. As such, staff was directed
to obtain final pricing on the reduced design configuration, knowing that the final price would be closer to $28
million as long as OHPD continues to support the rent structure of the MDA at the higher figure.
A positive element to the timing of this project is that interest rates in the municipal bond market are still very
favorable. In fact, it is believed that if bonds for this project were sold today, we would be receive rates much
lower than originally projected and used in our conservative forecasting. It is possible for the debt schedule to
be structured in such a manner (e.g., 30 year debt vs. 25 year debt), that given today's interest rates, a $28
million bond issue would result in a very similar overall annual debt requirement as $25 million would under
previous forecast assumptions. Under these scenarios, Tim O'Reilly believes that his partners will support the
rent structure for a convention center at a cost of approximately $28 million.
Next Steps
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File #: ID 14 -0604, Version: 1
Pending positive feedback from both DISD and the County regarding their participation in the TIRZ, and with
the concurrence from all parties involved, it will be possible for the City Council to act on approval of the
construction contract and the notice of intent to sell Certificates of Obligation on November 11, 2014. Approval
of the construction contract will help ensure that the guaranteed maximum price is set on the project and will be
conditioned on the project being approved by all parties and receiving final funding. The notice of intent to sell
is a necessary notice provision that starts the process to obtain the City's funding. Approval of the notice itself
does not authorize the issuance of the Certificates. Rather, the earliest that the City Council can authorize the
issuance is on December 16, 2014. This is the date by which all remaining feasibility items (e.g., OHPD loan
commitment, amendment to the MDA, etc) must be completed and submitted to the City Council for
consideration.
Upon the issuance of the Certificates, funding will be available and the final design can be completed. Upon
completion of design and once all other necessary development requirements are met, a notice to proceed to
construction will be issued.
The estimated construction prices listed above are good for 180 days from the date of the original bid
submission in June, which means they will be good through December 30, 2014. Now that we have been able
to determine the final size and scope of the facility, there is some urgency to proceed with the necessary
remaining steps as described above by December 16 (the estimated date for the bond sale) so that we can issue
the notice to proceed with construction before December 30, 2014 and lock in the guaranteed maximum price
for the convention center. Issuing the notice to proceed after December 30, produces some risk that the
construction price could escalate.
Representatives from O'Reilly Hospitality Management, UNT, and Clark Contractors have been invited to the
October 6 City Council meeting and will be available for questions and comments as needed.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Prior Council Action /Review
September 2011 - Received proposal from O'Reilly Hospitality Management (OHM)
January 2012 - City, OHM and UNT reach non - binding agreement on guiding principles to negotiate a
development agreement (the Memorandum of Preliminary Agreement.)
March 2012 - City and OHM meet with local hotel operators at the Quarterly Convention and Visitor Bureau
Hospitality Meeting to present the proposed project.
May 2012 - City Council Work Session to receive overview of proposed project and meet with the prospective
developer, Tim O'Reilly.
December 2012 - City and OHM present proposed project to the DISD Trustees during a Trustee Meeting.
March 2013 - City Council Work Session discussion and update on proposed project.
September 2013 - City Council Work Session discussion and update on proposed project.
October 2013 - City Council Work Session discussion and update on proposed project.
November 19, 2013 - City Council Work Session discussion and review of development agreements.
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File #: ID 14 -0604, Version: 1
December 2, 2013 - Presentation of proposed project to joint City Council and DISD Board Trustees meeting.
December 3, 2013 - Presentation of proposed project to Economic Development Partnership Board.
December 3, 2013 - City Council Work Session discussion and review of development agreements.
December 10, 2013 - The City Council approved the Master Development Agreement and related development
and professional service documents.
February 18, 2014 - Work Session to provide an update on the process to design the convention center.
April 15, 2014 - Work Session to provide an update on the process to design the convention center.
June 3, 2014 - Work Session to discuss the creation of the convention center TIRZ
June 17, 2014 - Public Hearing and Creation of convention center TIRZ
August 5, 2014 - Work Session to provide an update on the process to design the convention center.
August 19, 2014 - Discussion of convention center TIRZ project plan.
September 19, 2014 - Work Session to provide an update on the design of the convention center.
FYUIRITC
Exhibit 1 - Draft DISD Participation Agreement
Exhibit 2 - Draft Denton County Participation Agreement
Exhibit 3 - Final Design Schematics
Respectfully submitted:
Jon Fortune
Assistant City Manager
Prepared by:
Jon Fortune
Assistant City Manager
City of Denton Page 4 of 4 Printed on 10/2/2014
Exhibit 1
\ \CODAD \Departments \Legal \Our DocumentAContracts\14 \T1RZ 3 D1SD AB Second Draft.docx
AGREEMENT TO PARTICIPATE IN
TAX INCREMENT REINVESTMENT ZONE NUMBER THREE,
CITY OF DENTON, TEXAS
This AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT
ZONE NUMBER THREE, CITY OF DENTON, TEXAS ( "Agreement ") is entered into by
and between the CITY OF DENTON, TEXAS (the "City ") and DENTON INDEPENDENT
SCHOOL DISTRICT (the "District ").
WHEREAS, On June 17, 2014, the City Council of the City of Denton, Texas (the
"Council ") adopted Ordinance No. 2014 -191 designating certain real property generally located
on University of North Texas property near Apogee Stadium as Tax Increment Reinvestment
Zone Number Three, City of Denton, Texas (the "Zone" or "TIRZ Three "). On September 9,
2014, the Council amended Ordinance 2014 -191 by Ordinance No. 2014 -273 to appoint
members to the Board of Directors for TIRZ Three, Ordinance No. 2014 -191 and Ordinance No.
2014 -273 are hereby incorporated by reference for all purposes and collectively attached hereto
as Exhibit "A "; and
WHEREAS, Designation of the Zone will cause development of property in and around
the Zone to occur that would not occur otherwise in the foreseeable future. It is anticipated that
other complementary development in the Zone will follow. This overall development will result
in increased tax revenues and other public benefits for both the City and the District; and
WHEREAS, Pursuant to Section 311.013(f) of the Texas Tax Code, the District is not
required to pay any tax increment into the tax increment fund of the Zone unless it enters into an
agreement to do so with the City. The Board of Trustees of the Denton Independent District,
acting on behalf of the District, wishes to enter into such an agreement with the City.
NOW, THEREFORE, for and in consideration of the conditions set forth herein, the
sufficiency of which is hereby acknowledged, the City and the District do hereby contract,
covenant and agree as follows:
Section 1. Incorporation of Recitals.
The parties hereby agree that the recitals set forth above are true and correct and form the
basis upon which they have entered into this Agreement.
Section 2. Definitions.
In addition to any terms defined in the body of this Agreement, the following terms shall
have the definitions ascribed to them as follows:
Act means the Tax Increment Financing Act, as amended and as codified in Chapter 311
of the Texas Tax Code.
Captured Appraised Value in a given year means the total appraised value of all real
property taxable by the District and located in the Zone for that year less the Tax Increment
Base.
Exhibit 1
Proiect Plan means the project plan for the development and /or redevelopment of the
Zone, as adopted by the TIRZ Board and approved by the City Council of the City of Denton and
attached hereto as Exhibit "B ".
TIRZ Board means the governing board of directors of the Zone appointed in
accordance with Section 311.009 of the Act and pursuant to Section 4.4 of this Agreement.
Tax Increment in a given year means the amount of property taxes levied and collected
by the District for that year on the Captured Appraised Value of real property taxable by the
District and located in the Zone.
Tax Increment Base means the total appraised value as of January 1, 2015 of all real
property taxable by the District and located in the Zone.
Tax Increment Fund means that fund created by the City pursuant to Section 311.014 of
the Act and Ordinance No. 2014 -191, which will be maintained by the City as a separate and
individual account into which all revenues of the Zone will be deposited, including (i) deposits of
Tax Increment by the City and by other taxing units with jurisdiction over real property in the
Zone, including the District, and (ii) all accrued interest earned on the cash balance of the fund.
TIRZ Ordinance means Ordinance No. 2014 -191 adopted on June 17, 2014, as amended
by Ordinance No. 2014 -273 adopted on September 9, 2014, attached hereto as Exhibit "A ".
Zone or TIRZ Three means the certain real properties and boundaries as described in
Ordinance No. 2014 -191 as amended by Ordinance No. 2014 -273.
Section 3. Deposit of Tax Increment.
The District hereby agrees to deposit each year during the term of the Zone (as established
in SECTION 5 of Ordinance No. 2014 -191), beginning with the 2015 tax year, [ %] of
the Districts Tax Increment into the Tax Increment Fund. The District's contribution shall be
calculated and based solely from and on the Interest and Sinking Fund ( "I &S ") portion of the
District's tax rate. The funds shall be deposited in the City's Tax Increment Fund fund for TIRZ
Three following receipt of a bill from the City that outlines the City's calculation of the amount of
the deposit that is required for that year.
The District is not obligated to pay the District Tax Increment from any source other than
taxes collected on the Captured Appraised Value, Furthermore, the District has no duty or
obligation to pay the District Tax Increment from any other taxes or revenues, or until the District
Tax Increment in the Zone is actually collected. Any portion of the taxes representing the District
Tax Increment that are paid to the District and subsequently refunded pursuant to the provision of
the Texas Tax Code shall be offset against future payments to the Tax Increment Fund.
Secti( e of Funds.
This Agreement is based on the following conditions:
4.1 Amendments to TIRZ Ordinance.
Exhibit 1
The TIRZ Ordinance designates the boundaries, the eligible real properties for the
calculation of Tax Increment for the Zone and the specific participation level of the City.
If the TIRZ Ordinance is amended, the District may suspend payment into the TIRZ Fund
as described in Section 3 until the amendment is approved by the Board of Trustees of the
Denton Independent School District as an amendment to this Agreement.
4.2. Certain Zone Project Costs Excluded.
The Tax Increment deposited into the Tax Increment Fund by the District shall be
used to pay project costs for purposes as set forth and identified in the Project Plan. All
TIRZ Fund allocations, including but not limited to any management and administrative
costs, must be approved by the TIRZ Board in accordance with the Project Plan. If the
Project Plan, attached hereto and incorporated herein as Exhibit `B ", is amended to
substantially change the scope and nature of the projects included in the Project Plan or to
include additional projects and associated costs that will increase the Total Public
Improvement Costs of the Project Plan, the District may suspend payment into the TIRZ
Fund as described in Section 3 until the amended Project Plan is approved by the Board
of Trustees of the Denton Independent School District as an amendment to this
Agreement.
4.3. Zone Expansion.
As defined, the Zone shall include real properties located within the boundaries as
described in the TIRZ Ordinance. If the Zone is expanded, the District is not required to
deposit into the Tax Increment Fund any Tax Increment generated from properties in the
expanded area unless participation in the expanded boundary area is approved by the
Board of Trustees of the Denton Independent School District as an amendment to this
Agreement. Additionally, the Tax Increment deposited into the Tax Increment Fund by
the District may not be used for any permissible project costs in any portion of the
expanded area of the Zone unless approved by the Board of Trustees of the Denton
Independent School District as an amendment to this Agreement.
4.4 TIRZ Board MembershiL.
Membership on the TIRZ Board was established by Ordinance No. 2014 -191, as
amended by Ordinance No. 2014 -273. By the referenced provisions, the Board of
Directors for TIRZ Three was set at up to eleven (11) members, consisting of the nine (9)
members of the Economic Development Partnership Board ( "EDP "), and one member to
be appointed by each taxing unit, other than the City, that contributes incremental taxes to
the TIF Fund. Upon execution of this Agreement, the District shall appoint one (1)
member to the TIRZ Board.
Section 5. Term.
This Agreement shall take effect on the date on which the parties have executed it and shall
expire upon the earlier of. 1) December 31, 2044; or 2) an earlier termination date designated by
ordinance subsequently adopted by the City Council of the City; or 3) the date on which all project
costs of the Zone, including, but not limited to, tax increment bonds and interest on those bonds,
have been paid or otherwise satisfied in full; or 4) such date as the Board of Trustees determines
Exhibit 1
that the District's participation in the TIRZ Three financing has a materially adverse impact on the
District's funding from the State of Texas School Fund allocations.
Nothing in this Agreement limits the authority of the Board of Trustees of the Denton
Independent School District to extend the term of the Agreement. Upon termination of the
Agreement, the obligation of the District to contribute to the Tax Increment Fund for the Zone
shall end; however, any refund obligations of the City or the Zone shall survive such termination.
Section 6. TIRZ Fund Accounting.
Throughout the term of the Zone, no later than 901h day following the end of each fiscal
year of the City, the City shall provide the District with an annual report on the Zone and an
accounting of the funds deposited to and disbursed from the Tax Increment Fund, including
accrued interest. After all project costs, obligations and /or bonded indebtedness of the Zone
have been paid or at the time of the expiration of this Agreement, whichever occurs first, any
funds remaining in the Tax Increment Fund following the final annual accounting by the City
shall be paid to those taxing units participating in the Zone in proportion to each taxing unit's
share of the total amount of Tax Increment deposited into the Tax Increment Fund.
Furthermore, if the projects to be undertaken pursuant to the Project Plan are not
undertaken, are discontinued, or are terminated, all monies remaining in the Tax Increment Fund
after satisfaction of lawful claims, shall be paid to the participating taxing entities in proportion
to their respective share of the total amount of Tax Increment deposited into the Tax Increment
Fund derived from taxable real property in the Zone that were deposited in the Tax Increment.
Section 7. Notices.
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party may subsequently designate in writing, by
certified mail, postage prepaid, or by hand delivery;
City:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
Section 8. No Waiver.
Denton Independent School District:
Superintendent's Office
Denton Independent School District
1215 North Elm
Denton, Texas 76201
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
Section 9. Venue And Jurisdiction.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in Denton
County, Texas or the United States District Court for the Northern District of Texas. This
Agreement shall be construed in accordance with the laws of the State of Texas.
Exhibit 1
Section 10. No Third Party Rights.
The provisions and conditions of this Agreement are solely for the benefit of the City and
the District and are not intended to create any rights, contractual or otherwise, to any other
person or entity.
Section 11. Force Maieure.
The parties shall exercise every reasonable effort to meet their respective obligations as
set forth in this Agreement, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control, including, but
not limited to, compliance with any government law, ordinance or regulation, acts of God, acts
of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
transportation problems and/or any other cause beyond the reasonable control of either party.
Section 12. Entirety Of A reement.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City and the
District as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of the City
of Denton and the Board of Trustees of the Denton Independent School District in an open
meeting held in accordance with Chapter 551 of the Texas Government Code.
Section 13. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the later date below:
DENTON INDEPENDENT SCHOOL DISTRICT:
By
JAMIE WILSON, Superintendent
Date:
ATTEST:
APPROVED AS TO FORM:
By:
RANDY STOUT, Attorney at Law
CITY OF DENTON, TEXAS
m
CHRIS WATTS, Mayor
Date:
ATTEST:
In
JENNIFER WALTERS, City Secretary
APPROVED AS TO FORM:
E
ANITA BURGESS, City Attorney
Exhibit 1
Exhibit 2
\ \CODAD\Departments \City Manager's Office \cmo \Jon Fortune\Hotel & Convention Center\Denton County\2 - Attachment 1 - TIRZ 3 Denton
County Draft.docx
AGREEMENT TO PARTICIPATE IN
TAX INCREMENT REINVESTMENT ZONE NUMBER THREE,
CITY OF DENTON, TEXAS
This AGREEMENT TO PARTICIPATE IN TAX INCREMENT REINVESTMENT
ZONE NUMBER THREE, CITY OF DENTON, TEXAS ( "Agreement ") is entered into by
and between the CITY OF DENTON, TEXAS (the "City ") and the COUNTY OF DENTON
(the "County ").
WHEREAS, On June 17, 2014, the City Council of the City of Denton, Texas (the
"Council ") adopted Ordinance No. 2014 -191 designating certain real property generally located
on University of North Texas property near Apogee Stadium as Tax Increment Reinvestment
Zone Number Three, City of Denton, Texas (the "Zone" or "TIRZ Three "). On September 9,
2014, the Council amended Ordinance 2014 -191 by Ordinance No. 2014 -273 to appoint
members to the Board of Directors for TIRZ Three. Ordinance No. 2014 -191 and Ordinance No.
2014 -273 are hereby incorporated by reference for all purposes and collectively attached hereto
as Exhibit "A "; and
WHEREAS, Designation of the Zone will cause development of property in and around
the Zone to occur that would not occur otherwise in the foreseeable future. It is anticipated that
other complementary development in the Zone will follow. This overall development will result
in increased tax revenues and other public benefits for both the City and the County; and
WHEREAS, Pursuant to Section 311.013(f) of the Texas Tax Code, the County is not
required to pay any tax increment into the tax increment fund of the Zone unless it enters into an
agreement to do so with the City. The Commissioners Court of the County of Denton, acting on
behalf of the County, wishes to enter into such an agreement with the City.
NOW, THEREFORE, for and in consideration of the conditions set forth herein, the
sufficiency of which is hereby acknowledged, the City and the County do hereby contract,
covenant and agree as follows:
Section 1. Incorporation of Recitals.
The parties hereby agree that the recitals set forth above are true and correct and form the
basis upon which they have entered into this Agreement.
Section 2. Definitions.
In addition to any terms defined in the body of this Agreement, the following terms shall
have the definitions ascribed to them as follows:
Act means the Tax Increment Financing Act, as amended and as codified in Chapter 311
of the Texas Tax Code.
Captured Appraised Value in a given year means the total appraised value of all real
property taxable by the County and located in the Zone for that year less the Tax Increment Base.
Exhibit 2
Proiect Plan means the project plan for the development and /or redevelopment of the
Zone, as adopted by the TIRZ Board and approved by the City Council of the City of Denton and
attached hereto as Exhibit "B ".
TIRZ Board means the governing board of directors of the Zone appointed in
accordance with Section 311.009 of the Act and pursuant to Section 4.4 of this Agreement.
Tax Increment in a given year means the amount of property taxes levied and collected
by the County for that year on the Captured Appraised Value of real property taxable by the
County and located in the Zone.
Tax Increment Base means the total appraised value as of January 1, 2015 of all real
property taxable by the County and located in the Zone.
Tax Increment Fund means that fund created by the City pursuant to Section 311.014 of
the Act and Ordinance No. 2014 -191, which will be maintained by the City as a separate and
individual account into which all revenues of the Zone will be deposited, including (i) deposits of
Tax Increment by the City and by other taxing units with jurisdiction over real property in the
Zone, including the County, and (ii) all accrued interest earned on the cash balance of the fund.
TIRZ Ordinance means Ordinance No. 2014 -191 adopted on June 17, 2014, as amended
by Ordinance No. 2014 -273 adopted on September 9, 2014, attached hereto as Exhibit "A ".
Zone or TIRZ Three means the certain real properties and boundaries as described in
Ordinance No. 2014 -191 as amended by Ordinance No. 2014 -273.
Section 3. Deposit of Tax Increment.
The County hereby agrees to deposit each year during the term of the Zone (as established
in SECTION 5 of Ordinance No. 2014 -191), beginning with the 2015 tax year, [ %] of
the County's Tax Increment into the Tax Increment Fund. The funds shall be deposited in the
City's Tax Increment Fund fund for TIRZ Three following receipt of a bill from the City that
outlines the City's calculation of the amount of the deposit that is required for that year.
The County is not obligated to pay the County Tax Increment from any source other than
taxes collected on the Captured Appraised Value. Furthermore, the County has no duty or
obligation to pay the County Tax Increment from any other taxes or revenues, or until the County
Tax Increment in the Zone is actually collected. Any portion of the taxes representing the County
Tax Increment that are paid to the County and subsequently refunded pursuant to the provision of
the Texas Tax Code shall be offset against future payments to the Tax Increment Fund.
Section 4. Limitations on Tax Increment Deposits and Use of Funds.
This Agreement is based on the following conditions:
4.1 Amendments to TIRZ Ordinance.
The TIRZ Ordinance designates the boundaries, the eligible real properties for the
calculation of Tax Increment for the Zone and the specific participation level of the City.
Exhibit 2
If the TIRZ Ordinance is amended, the County may suspend payment into the TIRZ Fund
as described in Section 3 until the amendment is approved by the Commissioners Court
of the County of Denton as an amendment to this Agreement.
4.2. Certain Zone Proiect Costs Excluded.
The Tax Increment deposited into the Tax Increment Fund by the County shall be
used to pay project costs for purposes as set forth and identified in the Project Plan. All
TIRZ Fund allocations, including but not limited to any management and administrative
costs, must be approved by the TIRZ Board in accordance with the Project Plan. If the
Project Plan, attached hereto and incorporated herein as Exhibit "B ", is amended to
substantially change the scope and nature of the projects included in the Project Plan or to
include additional projects and associated costs that will increase the Total Public
Improvement Costs of the Project Plan, the County may suspend payment into the TIRZ
Fund as described in Section 3 until the amended Project Plan is approved by the
Commissioners Court of the County of Denton as an amendment to this Agreement.
4.3. Zone Expansion.
As defined, the Zone shall include real properties located within the boundaries as
described in the TIRZ Ordinance. If the Zone is expanded, the County is not required to
deposit into the Tax Increment Fund any Tax Increment generated from properties in the
expanded area unless participation in the expanded boundary area is approved by the
Commissioners Court of the County of Denton as an amendment to this Agreement.
Additionally, the Tax Increment deposited into the Tax Increment Fund by the County
may not be used for any permissible project costs in any portion of the expanded area of
the Zone unless approved by the Commissioners Court of the County of Denton as an
amendment to this Agreement.
4.4 TIRZ Board Membership.
Membership on the TIRZ Board was established by Ordinance No. 2014 -191, as
amended by Ordinance No. 2014 -273. By the referenced provisions, the Board of
Directors for TIRZ Three was set at up to eleven (11) members, consisting of the nine (9)
members of the Economic Development Partnership Board ( "EDP "), and one member to
be appointed by each taxing unit, other than the City, that contributes incremental taxes to
the TIF Fund. Upon execution of this Agreement, the County shall appoint one (1)
member to the TIRZ Board.
Section 5. Term.
This Agreement shall take effect on the date on which the parties have executed it and shall
expire upon the earlier o£ 1) December 31, 2044; or 2) an earlier termination date designated by
ordinance subsequently adopted by the City Council of the City; or 3) the date on which all project
costs of the Zone, including, but not limited to, tax increment bonds and interest on those bonds,
have been paid or otherwise satisfied in full.
Nothing in this Agreement limits the authority of the Commissioners Court of the County
of Denton to extend the term of the Agreement. Upon termination of the Agreement, the obligation
Exhibit 2
of the County to contribute to the Tax Increment Fund for the Zone shall end; however, any refund
obligations of the City or the Zone shall survive such termination.
Section 6. TIRZ Fund Accounting.
Throughout the term of the Zone, no later than 90th day following the end of each fiscal
year of the City, the City shall provide the County with an annual report on the Zone and an
accounting of the funds deposited to and disbursed from the Tax Increment Fund, including
accrued interest. After all project costs, obligations and /or bonded indebtedness of the Zone
have been paid or at the time of the expiration of this Agreement, whichever occurs first, any
funds remaining in the Tax Increment Fund following the final annual accounting by the City
shall be paid to those taxing units participating in the Zone in proportion to each taxing unit's
share of the total amount of Tax Increment deposited into the Tax Increment Fund.
Furthermore, if the projects to be undertaken pursuant to the Project Plan are not
undertaken, are discontinued, or are terminated, all monies remaining in the Tax Increment Fund
after satisfaction of lawful claims, shall be paid to the participating taxing entities in proportion
to their respective share of the total amount of Tax Increment deposited into the Tax Increment
Fund derived from taxable real property in the Zone that were deposited in the Tax Increment.
Section 7. Notices.
All written notices called for or required by this Agreement shall be addressed to the
following, or such other party or address as either party may subsequently designate in writing, by
certified mail, postage prepaid, or by hand delivery:
City:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
Section 8. No Waiver.
County of Denton:
County Judge
County of Denton
110 W. Hickory
Denton, Texas 76201
The failure of either party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
Section 9. Venue And Jurisdiction.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Agreement, venue for such action shall lie in state courts located in Denton
County, Texas or the United States District Court for the Northern District of Texas. This
Agreement shall be construed in accordance with the laws of the State of Texas.
Section 10. No Third Party Rights.
The provisions and conditions of this Agreement are solely for the benefit of the City and
the County and are not intended to create any rights, contractual or otherwise, to any other
person or entity.
Exhibit 2
Section 11. Force Maieure.
The parties shall exercise every reasonable effort to meet their respective obligations as
set forth in this Agreement, but shall not be held liable for any delay in or omission of
performance due to force inajeure or other causes beyond their reasonable control, including, but
not limited to, compliance with any government law, ordinance or regulation, acts of God, acts
of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
transportation problems and /or any other cause beyond the reasonable control of either party.
Section 12. Entirety Of Agreement.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City and the
County as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision of this
Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of the City
of Denton and the Commissioners Court of the County of Denton in an open meeting held in
accordance with Chapter 551 of the Texas Government Code.
Section 13. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the later date below:
COUNTY OF DENTON:
MI
MARY HORN, County Judge
Date:
ATTEST:
itz
APPROVED AS TO FORM:
WE
CITY OF DENTON, TEXAS
CHRIS WATTS, Mayor
Date:
ATTEST:
JENNIFER WALTERS, City Secretary
APPROVED AS TO FORM:
ANITA BURGESS, City Attorney
Exhibit 2
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