TIRZ #1/Power Center Board Meeting

AGENDA TIRZ #1/Power Center Board Meeting 9:00 AM - Wednesday, June 23, 2021 No. 1 British Flying Training School Museum, 119 Silent Wings Blvd, Terrell, TX 75160 Board Members Juan Salazar, Chairman Terry Barber, Vice-Chairman Mike Hunt, Board Member Andreia Reese, Board Member Charles Whitaker, Board Member City Manager Mike Sims NOTICE IS HEREBY GIVEN that the TIRZ #1/Power Center Board will conduct a meeting at 9:00 a.m. on Wednesday, June 23, 2021, at No. 1 British Flying Training School Museum, 119 Silent Wings Blvd. The meeting is open to the public with limited seating in the BFTS Museum. Recommendations of the CDC regarding social distancing will be practiced during the course of the public meeting to slow the spread of the Coronavirus (COVID-19). Page 1. CALL TO ORDER 2. INVOCATION 3. ADOPTION OF MINUTES 3.1. Discuss and Consider approval of minutes from the Tax Increment 3 - 4 Reinvestment Zone No. 1 and Power Center Board Meeting on June 9, 2021. TIRZ #1/Power Center Board Meeting - Jun 09 2021 - Minutes - Pdf Page 1 of 19  4. NEW BUSINESS 4.1. Discuss City of Terrell Hotel Occupancy Tax Programs. 5 - 13 BFTS Contract TOURISMREPORT20192020 TOURISMREPORT20202021 4.2. Discuss No. 1 British Flying Training School Museum Update. 4.3. Discuss History Advisory Committee. 14 - 19 BFTS Presentation 5. ADJOURN INTO EXECUTIVE SESSION IN ACCORDANCE WITH SECTION 551 OF THE TEXAS GOVERNMENT CODE TO DISCUSS THE FOLLOWING: 5.1. Section 551.072 Deliberations Regarding Real Property. Section 551.087 Deliberations Regarding Economic Development Negotiations. 6. RECONVENE INTO REGULAR SESSION AND CONSIDER ACTION, IF ANY, ITEMS DISCUSSED IN EXECUTIVE SESSION. 7. ADJOURN. I, the undersigned authority, do hereby certify that the above NOTICE OF MEETING of the TIRZ #1/Power Center Board is a true and correct copy of said NOTICE, which has been posted on the front OUTDOOR BULLETIN BOARD CABINET FOR AGENDAS of the Terrell City Hall, Terrell, Texas, a place convenient and readily accessible to the General Public and on the website at cityofterrell.org, and which has been continuously posted for a period of seventy- two (72) hours prior to the date and time said meeting was convened. Posted Friday, June 18, 2021 –5:00 p.m. _______________________________________ Dawn Steil, City Secretary This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary’s office at 972-551-6600 for further information. Braille is not available. TIRZ #1/Power Center Board Reserves the Right to Adjourn into Executive Session to Seek Legal Counsel on a Matter Which the Canon of Legal Ethics Demands to Preserve the Attorney-Client Privilege Pursuant to Section 551.071(2) of the Texas Government Code. Page 2 of 19 ITEM 3.1. Draft MINUTES TIRZ #1/Power Center Board Meeting Meeting 8:30 AM - Wednesday, June 9, 2021 City Council Chambers, 201 E. Nash Street, Terrell, TX The City of Terrell Council met in TIRZ #1/Power Center Board Meeting on Wednesday, June 9, 2021 at 8:30 AM in the City Council Chambers, 201 E. Nash Street, Terrell, TX. MEMBERS Vice-Chairman Terry Barber PRESENT: Board Member Mike Hunt Board Member Andreia Reese Chairman Juan Salazar Board Member Charles Whitaker MEMBERS ABSENT: STAFF PRESENT: City Secretary Dawn Steil City Manager Mike Sims Hal Jones Director of Municipal Development Charles Fenner 1 CALL TO ORDER Juan Salazar called the meeting to order. 2 INVOCATION Charles Whitaker gave the invocation. 3 ADOPTION OF MINUTES a) Discuss and Consider approval of minutes from the TIRZ No. 1 / Power Center Board Meeting on January 20, 2021. Charles Whitaker moved minutes from the TIRZ No. 1 / Power Center Board Meeting on January 20, 2021, with Terry Barber seconding the motion. Carried by the following votes: Ayes: Terry Barber, Mike Hunt, Andreia Reese, Juan Salazar, and Charles Whitaker 4 NEW BUSINESS a) Discuss Financial Update. City Manager Mike Sims presented this item to the Board for discussion. TIRZ #1/Power Center Board Meeting Meeting June 9, 2021 Page Page31ofof19 2 ITEM 3.1. Draft b) Discuss Orientation. City Manager Mike Sims presented this item to the Board for discussion. c) Discuss Downtown Projects Overview. City Manager Mike Sims presented this item to the Board for discussion. d) Discuss No. 1 British Flying Training School Museum Report. Mark Thacker representing Mark A. Thacker, AIA ~ Commercial & Preservation Architecture presented this item to the Board for discussion. 5 ADJOURN INTO EXECUTIVE SESSION IN ACCORDANCE WITH SECTION 551 OF THE TEXAS GOVERNMENT CODE TO DISCUSS THE FOLLOWING: a) None. 6 RECONVENE INTO REGULAR SESSION AND CONSIDER ACTION, IF ANY, ITEMS DISCUSSED IN EXECUTIVE SESSION. None. 7 ADJOURN. E. Rick Carmona, Mayor Attest: Dawn Steil, City Secretary TIRZ #1/Power Center Board Meeting Meeting June 9, 2021 Page Page42ofof19 2 ITEM 4.1. STATE OF TEXAS § COUNTY OF KAUFMAN § CITY OF TERRELL AND NO.1 BRITISH FLYING TRAINING SCHOOL MUSEUM PARTNERSHIP AGREEMENT This Partnership Agreement ("Agreement"), is made and entered into by the NO.1 BRITISH FLYING TRAINING SCHOOL MUSEUM, hereinafter referred to as (tlBFTS") having its principal place of business at 119 Silent Wings Boulevard, Terrell, Texas 75160, and the CITY OF TERRELL, TEXAS, hereinafter referred to as ("CITY") having its principal place of business at 201 East Nash Street, Terrell, Texas 75160, collectively, the ("Parties"). WITNESSETH: WHEREAS, the CITY desires to dedicate Hotel Occupancy Tax funds to BFTS for the tourism programs described herein, as authorized in the Texas Tax Code §351.101; and WHEREAS, BFTS hereby agrees to provide services and events hereinafter specified in accordance with the Agreement and State Law. NOW THEREFORE, BFTS and the CITY do hereby agree as follows. ARTICLE 1 LEGAL AUTHORITY Each party warrants that it possesses the legal authority to enter into this Agreement and any necessary amendments hereto. ARTICLE 2 APPLICABLE LAWS BFTS and the CITY agree to conduct all activities under this Agreement in accordance with all applicable rules, regulations, ordinances, and laws in effect or promulgated during the term of this Agreement by the City of Terrell or the State of Texas. 1 Page 5 of 19 ITEM 4.1. ARTICLE 3 WHOLE AGREEMENT The Agreement, as provided herein, constitutes the entire Agreement between the parties hereto, and supersede any all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without the written consent of both parties. ARTICLE 4 TERM The term of this Agreement shall be for a ten (10) year period beginning on October 1, 2019 and ending on September 30, 2029. Either party may terminate the Agreement, with or without cause after the first full year of the Agreement by giving ninety (90) days prior written notice of termination. In the event the City terminates the Agreement prior to the end of the term, the City agrees to reimburse BFTS for all relocation costs, not to exceed $100,000. ARTICLE 5 SCOPE OF WORK Minimum performance requirements for the BFTS shall include the following: 1. Execution of a mutually acceptable lease document for a downtown building, which the parties agree will begin with a ten (10) year term for $1.00 per year with the City paying all utilities, telephone service fees, internet service fees, alarm system fees, building maintenance costs, elevator maintenance, safety and health inspections, waste and janitorial service fees. BFTS shall have the right to request an extension of the lease term upon conditions to be mutually agreed between City and BFTS. BFTS will have exclusive use of the entire building, however, City shall be allowed to establish and maintain a public walkway, public elevator, public stairs, public rest rooms, and a visitor kiosk connecting and serving north and south entrances, pedestrians and public parking locations. 2. Relocation to a renovated, move-in ready, downtown building within 120 days of move­ in date as established by the City. BFTS will provide input into the design and layout of the building renovations, be invited to all design and construction meetings, and be updated, on a monthly basis, of building progress. 3. BFTS shall reimburse the City $100,000 of renovation expenses within five (5) years of relocation to the City building. Alternately, the BFTS may complete and document an in­ kind equivalent amount of value provided to the building, finish out, and displays, to reduce or eliminate the $100,000 reimbursement. 4. The BFTS must be open to the public a minimum of six (6) hours each day, five (5) days per week, with one day of the week being Saturday and during City-sponsored downtown events, no fewer than forty-eight (48) weeks per year, barring Acts of God. 2 Page 6 of 19 ITEM 4.1. 5. The BFTS must be open one weeknight each week until 7:00 pm, forty-eight (48) weeks per year, barring Acts of God. 6. Over a period of 6 years, BFTS will ramp up to hosting no fewer than twelve (12) annual events designed to have overnight stays. BFTS will host 2 events in FY 2021, 4 events in FY 2022, 6 events in FY 2023, 10 events in FY 2024, then, beginning in FY 2025, 12 events per year, barring Acts of God. The City will provide event security, as necessary. ARTICLE 6 PAYMENTS In consideration of the services provided by BFTS, the CITY shall dedicate to BFTS one-third (1/3) of the Hotel Occupancy Tax (HOT) revenues collected annually by the CITY not otherwise dedicated to the Event Center Partnership (The BFTS Base Allotment). This includes only HOT revenues from hotels not located in the Event Center Partnership. The CITY shall pay BFTS within thirty (30) days of the receipt of a quarterly written request. Prior to relocating in the renovated building, CITY reserves the right to utilize up to fifteen percent (15%) of The BFTS Base Allotment for repair, renovation and upkeep of the downtown building dedicated to the BFTS Museum. BFTS will receive 100% of The BFTS Base Allotment, after opening day in the renovated City building. The parties acknowledge that The BFTS Base Allotment is separate and apart from funds which may be dedicated to BFTS as part of the Event Center Partnership. Any Event Center Partnership funds dedicated to BFTS shall be over and above The BFTS Base Allotment. ARTICLE 7 REPORTING BFTS shall annually submit to the CITY a revised Hotel Occupancy Tax Application and independent audit. BFTS, as required by the Texas Tax Code, shall maintain all revenue received from the CITY under this Agreement in a separate account established for the receipt and expenditures of these funds. BFTS shall not commingle any funds received under this Agreement with other funds of BFTS. The CITY retains the right to inspect the books and records of BFTS upon prior written notice and after completion of an independent audit of all funds received under this Agreement. The audits will be conducted according to state law, regulations, generally accepted auditing standards, and established procedures and guidelines of the CITY.. ARTICLE 8 DEFAULT A party shall be in default under this Agreement (which shall be deemed a breach hereunder) if such party fails to materially perform, observe or comply with any of its covenants, agreements or obligations hereunder. Before any failure of any party to perform its obligations under this Agreement shall be deemed to be a breach of Agreement, the party claiming such a failure shall notify, in writing, the party alleged to have failed to perform of the alleged failure and shall demand performance. The defaulting party shall have thirty (30) days from the receipt of such written notice to cure the default. If the default is not cured within this period, the complaining 3 Page 7 of 19 ITEM 4.1. party may declare the Agreement breached and proceed to seek recovery of any and all damages suffered as a result of the breach. ARTICLE 9 INDEPENDENT CONTRACTOR The parties intend that BFTS, in performing the specified services, shall act as an Independent Contractor and shall have control of the means and the manner in which is the services are performed. BFTS will perform its services for the CITY in accordance with currently approved methods and standards applicable to BFTS's business. ARTICLE 10 INDEMNITY BFTS and City agree to and shall indemnify, hold harmless, and defend the each other, their officers, agents and employees from and against any and all claims, losses, damages, causes of action, suits and liability of every kind, including all expenses of litigation, courts costs, attorneys' fees, for injury to or death of any person, or for any and all damages arising out of or in connection with the work performed or required to be performed by BFTS or the City, their agents, servants, employees, and/or subcontractors pursuant to this Agreement, the conduct or management of BFTS's or City's business or activities, or from any act or omission by BFTS or the City, their agents, servants, and/or subcontractors, where such injuries, death or damages are caused by the joint negligence of the CITY or BFTS, their officers, agents and any other person or entity and/or by the joint or sole negligence of BFTS or the City, their officers, agents, employees, and/or subcontractors. It is the expressed intention of the parties hereto, both BFTS and the CITY, that the indemnity provided for in this paragraph is indemnity by BFTS and the City to indemnify and protect both the City and BFTS from the consequences of (1) the negligence of the BFTS or the City, their officers, agents and/or employees, where the negligence is a concurrent cause of the resulting injury, death or damage and/or (2) BFTS or the City, their agents, servants, employees and or subcontractors joint and/or sole negligence. Furthermore, the indemnity provided for in this paragraph shall have no application to any claim, loss, damage, cause of action, suit and liability where the injury, death, or damage results from the sole negligence of the CITY or BFTS, their officers, agents and/or employees unmixed with the fault of any other person or entity. ARTICLE 11 CHANGES AND AMENDMENTS Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal and state law or regulations, are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date deSignated by such law or regulation. Otherwise, the parties hereto, may alter or amend this Agreement only by written amendments mutually agreed upon by BFTS and the CITY. ARTICLE 12 4 Page 8 of 19 ITEM 4.1. ASSIGNMENT AND SUBCONTRACTING BFTS may not sell, assign, or subcontract, all or part of its interest in this Agreement to another party or parties without prior written approval of the CITY of such sale, assignment, or subcontract. The CITY may require any records or financial statements necessary in its opinion to ensure such sale, assignment, or subcontract will be in the best interest of the CITY. ARTICLE 13 WAIVER Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance with any other obligation hereunder, to exercise any right or remedy occurring as a result of any future default or failure of performance. ARTICLE 14 SEVERABILITY All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. ARTICLE 15 FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance within the term specified of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident judgment, act of God, or specific cause reasonably beyond the parties' control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. ARTICLE 16 VENUE Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shafllie exclusively in Kaufman County, Texas. ARTICLE 17 NOTICES All notices required by this Agreement shall be delivered in person or by United States mail, postage prepaid, and shall be addressed: 5 Page 9 of 19 ITEM 4.1. To BFTS: NO.1 BRITISH FLYING TRAINING SCHOOL MUSEUM Attn: Executive Director PO Box 219 119 Silent Wings Blvd. Terrell, TX 75160 To CITY: City of Terrell Attn : City Manager 201 East Nash Street Terrell, TX 75160 6 Page 10 of 19 ITEM 4.1. This instrument, in duplicate originals, has been signed by the parties hereto on the date previously indicated. BV:dJkPt---­ NO. 1 BRITISH FLYING TRAINING SCHOOL MUSEUM (I Title: L AA ./ {;f"" f.'1 C:~/"I.4I'M~ L'~O Illrrt.1 Title: C!/I#7'M# Date: _ _~_.... _1_-_2_0 _ __ L/- Date : _ _ _ ~,.~/O' t7_-_ _ _ __ Attest: Attest: 7 Page 11 of 19 ITEM 4.1. Hotel Occupancy Tax Fund FY20 Revenue Revenue Outside of Inside of Event Center Event Center Hotels Partnership Partnership Total Baymont Inn $18,026 Days Inn $17,058 Best Western SureStay $27,634 LaQuinta $51,755 Holiday Inn Express $95,613 Motel 6 $34,413 Fairfield Inn $109,637 Texas Inn $6,687 TRU $78,784 Quality Inn $37,710 Totals $288,897 $188,422 $477,318 HOT Long Term Contract Commitments Paid FY20 Event Center Partnership $188,422 Convention and Visitors Bureau $180,970 No. 1 British Flying Training School Museum $86,631 Others Paid E! Terrell $6,400 Burnett Family Reunion $2,722 Total $456,023 Estimated Total Remaining Unallocated Funds $21,295.61 Page 12 of 19 ITEM 4.1. Hotel Occupancy Tax Fund FY21 Revenue Revenue Outside of Inside of Event Center Event Center Hotels Partnership Partnership Total Baymont Inn $19,999 Days Inn $27,563 Best Western SureStay $25,947 LaQuinta $28,130 Holiday Inn Express $78,021 Motel 6 $31,741 Fairfield Inn $81,597 Texas Inn $5,219 TRU $116,542 Quality Inn $32,469 Totals $249,090 $198,139 $447,229 HOT Long Term Contract Commitments Paid FY21 Event Center Partnership $198,139 Convention and Visitors Bureau $135,728 No. 1 British Flying Training School Museum $85,302 Others Paid Total $419,169 Estimated Total Remaining Unallocated Funds $28,059.94 Page 13 of 19  ITEM 4.3. BRITISH FLYING TRAINING SCHOOL #1 History Advisory Committee Page 14 of 19  ITEM 4.3. Why a historical committee? • Advise city council on stories from shared British and American history worthy of celebrating as an attraction to Terrell visitors • Focus on the history • Gain subject matter expertise • Expand interpretation, encourage dialogue • Include academic access & research • Broaden scope, & expand reach of museum • Gain new resources from outside the community Page 15 of 19  ITEM 4.3. What the historical committee is not • A group that directs staff or controls exhibits • A team of local museum volunteers, docents, guides, et al • Individuals who operate, manage, or control the museum, its collections, or accessions • Museum staff or board members • A group of local supporters • Local elected or appointed officials Page 16 of 19 • A means to satisfy donors  ITEM 4.3. Who should serve on the committee? • Academicians • Experts in the field of US-UK cooperation • Military personnel, with contextual experience • Authors in relevant subject matter • Representatives of the UK & Canadian governments • U.S. government officials • Museum representative(s) (ex officio) Page 17 of 19  ITEM 4.3. Long-range work/planning • Permanent exhibits • Rotating exhibits • Special events • International conferences • Educational opportunities • Focus on new opportunities for cooperation • Support intellectual and academic research Page 18 of 19  ITEM 4.3. Committee mechanics • City board, therefore appointed by city council • Advise council on use of hotel occupancy taxes relative to the BFTS • Advisory authority, not directorial; not part of museum • Coordinate efforts and ideas with museum director and board president • Chairperson, organization, meetings (remote, adjunct) • Remuneration, expenses, etc. Page 19 of 19