TIRZ #1/Power Center Board Meeting

AGENDA TIRZ #1/Power Center Board Meeting 9:00 AM - Monday, August 22, 2022 City Council Chambers, 201 E. Nash Street, Terrell, TX 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 Monday, August 22, 2022, at Terrell City Hall located at 201 East Nash Street. The meeting is open to the public with limited seating in the Council Chambers. 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. PLEDGE TO AMERICAN FLAG AND TEXAS FLAG. 4. ADOPTION OF MINUTES 4.1. Discuss and Consider Approval of Minutes from the Tax Increment 3 - 5 Reinvestment Zone No. 1 Board Meeting on May 6, 2022. TIRZ #1/Power Center Board Meeting - May 06 2022 - Minutes - Pdf 5. NEW BUSINESS 5.1. Discuss FY23 Budget. 6-9 Terrell TIF Values 2022 Pro Forma 100% Collection Power Center 2022 Pro Forma 100% Collections Page 1 of 39  030 TIRZ No. 1 Fund Budget Worksheet FY2022-23 Final 030 TIRZ No. 1 Fund Budget Summary 5.2. Discuss Amendment #1 to the Tax Increment Reinvestment Zone No. 1 10 - 24 Interlocal Agreement. City County TIRZ #1 Agreement Sept 16 2008 Project-Finance plan amendment no 2 TIRZ #1 Amendment #3 final 5.3. Discuss British Museum Update. 25 - 39 British Museum slides Standard Bid Process vs Construction Manager at Risk 6. ADJOURN INTO EXECUTIVE SESSION IN ACCORDANCE WITH SECTION 551 OF THE TEXAS GOVERNMENT CODE TO DISCUSS THE FOLLOWING: Section 551.072 Deliberations Regarding Real Property. Section 551.087 Deliberations Regarding Economic Development Negotiations. 7. RECONVENE INTO REGULAR SESSION AND CONSIDER ACTION, IF ANY, ITEMS DISCUSSED IN EXECUTIVE SESSION. 8. 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 Thursday, August 18, 2022 –5:30 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 39 ITEM 4.1. Draft MINUTES TIRZ #1/Power Center Board Meeting Meeting 9:00 AM - Friday, May 6, 2022 City Council Chambers, 201 E. Nash Street, Terrell, TX The City of Terrell Council met in TIRZ #1/Power Center Board Meeting on Friday, May 6, 2022 at 9:00 AM in the City Council Chambers, 201 E. Nash Street, Terrell, TX. MEMBERS Vice-Chairman Terry Barber PRESENT: Chairman Juan Salazar Board Member Charles Whitaker Board Member Andreia Reese MEMBERS Board Member Mike Hunt ABSENT: STAFF PRESENT: City Manager Mike Sims City Secretary Dawn Steil 1 CALL TO ORDER AND ESTABLISH QUORUM Juan Salazar, Chairman Terry Barber, Vice-Chairman Mike Hunt, Board Member Andreia Reese, Board Member Charles Whitaker, Board Member 2 INVOCATION Charles Whitaker gave the invocation. 3 ADOPTION OF MINUTES a) Discuss approval of minutes from the Tax Increment Reinvestment Zone No. 1 and Power Center Board meetings on April 14, 2022. Terry Barber moved approval of minutes from the Tax Increment Reinvestment Zone No. 1 and Power Center Board meetings on April 14, 2022, with Andreia Reese seconding the motion. Carried by the following votes: Ayes: Terry Barber, Juan Salazar, Charles Whitaker, and Andreia Reese 4 BUSINESS a) Discuss and Consider Resolution No. 2022-1 Adopting the Tax Increment Reinvestment Zone No. 1 FY22 budget. TIRZ #1/Power Center Board Meeting Meeting May 6, 2022 Page Page31ofof39 3 ITEM 4.1. Draft Andreia Reese moved to approve Resolution No. 2022-1 Adopting the Tax Increment Reinvestment Zone No. 1 FY22 budget, with Charles Whitaker seconding the motion. Carried by the following votes: Ayes: Terry Barber, Juan Salazar, Charles Whitaker, and Andreia Reese b) Discuss and Consider Resolution No. 2022-2, A Resolution Of The Tax Increment Reinvestment Zone No. One Board Of Directors Recommending The Terrell City Council Authorize Funding For Downtown Project Office. Terry Barber moved to approve Resolution No. 2022-2, A Resolution Of The Tax Increment Reinvestment Zone No. One Board Of Directors Recommending The Terrell City Council Authorize Funding For Downtown Project Office, with Charles Whitaker seconding the motion. Carried by the following votes: Ayes: Terry Barber, Juan Salazar, Charles Whitaker, and Andreia Reese c) Discuss and Consider Resolution No. 2022-5, A Resolution Of The Tax Increment Reinvestment Zone No. One Board of Directors Recommending The Terrell City Council Approve The Professional Services Agreement Between The City Of Terrell And P3 Works, LLC. Charles Whitaker moved to approve Resolution No. 2022-5, A Resolution Of The Tax Increment Reinvestment Zone No. One Board of Directors Recommending The Terrell City Council Approve The Professional Services Agreement Between The City Of Terrell And P3 Works, LLC, with Andreia Reese seconding the motion. Carried by the following votes: Ayes: Terry Barber, Juan Salazar, Charles Whitaker, and Andreia Reese d) Discuss and Consider Resolution No. 2022-3, A Resolution Of The Tax Increment Reinvestment Zone No. One Board Of Directors Recommending The Terrell City Council Approve The Library/Community Center Assessment Agreement. Terry Barber moved to approve Resolution No. 2022-3, A Resolution Of The Tax Increment Reinvestment Zone No. One Board Of Directors Recommending The Terrell City Council Approve The Library/Community Center Assessment Agreement, with Andreia Reese seconding the motion. Carried by the following votes: Ayes: Terry Barber, Juan Salazar, Charles Whitaker, and Andreia Reese e) Discuss Resolution No. 2022-4, A Resolution Of The Tax Increment Reinvestment Zone No. One Board Of Directors Recommending The Terrell City Council Approve The Interlocal Agreement For Award Of Transportation Development Credits Between The City Of Terrell And The Regional Transportation Council. Charles Whitaker moved to approve Resolution No. 2022-4, A Resolution Of The Tax Increment Reinvestment Zone No. One Board Of Directors Recommending The Terrell City Council Approve The Interlocal Agreement For Award Of Transportation Development Credits Between The City Of Terrell And The Regional Transportation Council, with Terry Barber seconding the motion. Carried by the following votes: Ayes: Terry Barber, Juan Salazar, Charles Whitaker, and Andreia Reese f) Discuss and Consider, Resolution No. 2022-6, A Resolution Of the Tax Increment Reinvestment Zone No. One Board of Directors Recommending the Terrell City Council Approve The Professional Agreement Between The City Of Terrell and KSA Engineering. TIRZ #1/Power Center Board Meeting Meeting May 6, 2022 Page Page42ofof39 3 ITEM 4.1. Draft Andreia Reese moved to approve Resolution No. 2022-6, A Resolution Of the Tax Increment Reinvestment Zone No. One Board of Directors Recommending the Terrell City Council Approve The Professional Agreement Between The City Of Terrell and KSA Engineering, with Terry Barber seconding the motion. Carried by the following votes: Ayes: Terry Barber, Juan Salazar, Charles Whitaker, and Andreia Reese g) Discuss and Consider Resolution No. 2022-7, A Resolution Of The Tax Increment Reinvestment Zone No. One Board Of Directors Recommending The Terrell City Council Amend City Ordinance No. 2355 By Reducing The Boundaries Of Tax Increment Financing Reinvestment Zone Number One Of The City Of Terrell, Texas. Charles Whitaker moved to approve Resolution No. 2022-7, A Resolution Of The Tax Increment Reinvestment Zone No. One Board Of Directors Recommending The Terrell City Council Amend City Ordinance No. 2355 By Reducing The Boundaries Of Tax Increment Financing Reinvestment Zone Number One Of The City Of Terrell, Texas, with Terry Barber seconding the motion. Carried by the following votes: Ayes: Terry Barber, Juan Salazar, Charles Whitaker, and Andreia Reese 5 ADJOURN INTO EXECUTIVE SESSION IN ACCORDANCE WITH SECTION 551 OF THE TEXAS GOVERNMENT CODE TO DISCUSS THE FOLLOWING: a) Section 551.087 Deliberations Regarding Economic Development Negotiations. Convened into Executive Session at 9:51 a.m. 6 RECONVENE INTO REGULAR SESSION AND CONSIDER ACTION, IF ANY, ITEMS DISCUSSED IN EXECUTIVE SESSION. Reconvened into Regular Session at 10:19 a.m. No action taken. 7 ADJOURN. E. Rick Carmona, Mayor Attest: Dawn Steil, City Secretary TIRZ #1/Power Center Board Meeting Meeting May 6, 2022 Page Page53ofof39 3 ITEM 5.1. Terrell TIF 2022 ‐ 2007 PRO FORMA ‐ ASSUMING 100% COLLECTIONS (Original 08‐04‐22) City of Kaufman Terrell County Base Value - 2007 Taxable Value 128,435,437 128,734,320 2022 Taxable Value 435,815,453 437,812,133 Captured Value for 2022 307,380,016 309,077,813 Tax Rate per $100 0.7642 0.311068 Applicable Percentage of Tax Rate 75% 50% Tax Rate per $100 for TIF 0.57315 0.155534 2022 Total TIF Contribution Limit 1,761,748.56 480,721.09 Amount Due to TIF based on 100% Tax Collections 1,761,748.56 480,721.09 Rollbacks Recd. Total Received Due To Be From 10/01/22 From 10/01/22 Paid From Collections by Tract To 09/30/23 To 09/30/23 Receipts Tract 1 ‐ Spur 557 Ramps (Las Lomas) 2,069.30 561.82 0.00 2,631.12 0.00 Tract 1 ‐ Spur 557 Ramps (TEDC) N/A N/A N/A N/A 0.00 Tract 2 ‐ Streets&Utilities (Cross Roads 2015 LP) 655,477.94 177,962.94 0.00 833,440.89 833,440.89 Tract 2 ‐ FM148(N) (Others) 6,329.86 1,718.56 0.00 8,048.43 0.00 Tract 3 ‐ FM148/IH20/Streets&Utilites (Buc‐ee's) 80,013.60 21,723.78 0.00 101,737.38 101,737.38 Tract 3 ‐ FM148/IH20/Streets&Utilites (TMC) 137,048.46 37,208.80 0.00 174,257.26 174,257.26 Tract 3 ‐ FM148/IH20/Streets&Utilites (Baylor) 0.00 0.00 0.00 0.00 0.00 Tract 4 0.00 0.00 0.00 0.00 0.00 Tract 5 0.00 0.00 0.00 0.00 0.00 Tract 6 0.00 0.00 0.00 0.00 0.00 Tract 7 975.37 264.81 0.00 1,240.18 0.00 Tract 8 9.13 2.48 0.00 11.61 0.00 Tract 9 0.00 0.00 0.00 0.00 0.00 Tract 10 9,743.74 2,645.44 0.00 12,389.18 0.00 Tract 11 103.75 28.17 0.00 131.92 0.00 Tract 12 0.00 0.00 0.00 0.00 0.00 Tract 13 22,452.27 6,095.81 0.00 28,548.09 0.00 Tract 14 15,997.84 4,343.43 0.00 20,341.28 0.00 Tract 15 76,392.62 20,742.23 0.00 97,134.86 0.00 Tract 16 175,755.45 47,801.87 0.00 223,557.32 0.00 Tract 17 43,800.20 12,096.72 0.00 55,896.92 0.00 Tract 18 33,729.70 9,157.65 0.00 42,887.35 0.00 Tract 18A 73,650.04 20,106.20 0.00 93,756.24 0.00 Tract 19 231,541.64 64,540.59 0.00 296,082.24 0.00 Tract 20 18,720.38 5,409.63 0.00 24,130.01 0.00 Tract 21 27,577.14 7,487.22 0.00 35,064.36 0.00 Tract 22 15,873.93 4,309.79 0.00 20,183.72 0.00 Tract 23 ‐ FM148(N) (Others) 124,744.56 33,868.28 0.00 158,612.84 0.00 Tract 24 798.77 216.87 0.00 1,015.63 0.00 Tract 26 ‐ Spur 557 Ramps (Sinacola) 8,942.85 2,427.99 0.00 11,370.84 7,580.56 Tract 26 ‐ Spur 557 Ramps (TEDC) N/A N/A N/A N/A 3,790.28 Page 6 of 39 Total for TIF ‐ 100% Collections 1,761,748.56 480,721.09 0.00 2,242,469.65 1,120,806.37 ITEM 5.1. Terrell Power Center 2022 ‐ 2007 PRO FORMA ‐ ASSUMING 100% COLLECTIONS Original 08-04-22 City of Kaufman Terrell County Base Value - 2007 Taxable Value 12,076,280 12,076,280 2022 Taxable Value 193,669,068 193,669,068 Gross Captured Value 181,592,788 181,592,788 Total to be Collected: Real Property - TIF Leakage 40,582.59 10,878.26 Base non-TIF taxes 348,065.67 283,360.62 Total Real Property Taxes 388,648.27 294,238.88 Business Personal Property 127,879.92 52,053.59 Total to be Collected 516,528.19 346,292.47 Rollback Total Total Due To Actual Collections Taxes Collected Be Paid Out Tract 2 ‐ Streets&Utilities (Cross Roads 2015 LP) 354,416.41 233,115.07 0.00 587,531.48 587,531.48 Tract 2 ‐ FM148(N) ‐ (Others) 2,451.23 1,855.78 0.00 4,307.01 0.00 Tract 3 ‐ FM148/IH20/Streets&Utilites (Buc‐ee's) 48,634.97 30,642.69 0.00 79,277.65 79,277.65 Tract 3 ‐ FM148/IH20/Streets&Utilites (TMC) 62,718.43 44,106.41 0.00 106,824.84 106,824.84 Tract 3 ‐ FM148/IH20/Streets&Utilites (Baylor) 0.00 0.00 0.00 0.00 0.00 Tract 23 ‐ FM148(N) ‐ (Others) 48,307.15 36,572.51 0.00 84,879.67 0.00 Total 516,528.19 346,292.47 0.00 862,820.66 773,633.98 Real Property Taxes 388,648.27 294,238.88 Business Personal Property Taxes 127,879.92 52,053.59 Total 516,528.19 346,292.47 Page 7 of 39 ITEM 5.1. Fund 030 County TIF No. 1 Fiscal Year 2022 Department 00 REVENUE Revenues 2023 Proposed Account Name 2022 Budget 2022 Projected Budget COUNTY TIF TAXES 2017-2016 - 432.20 - COUNTY TIF TAXES 2018-2017 - - - COUNTY TIF TAXES 2019-2018 - 2,149.41 - COUNTY TIF TAXES 2020-2019 - 29,535.94 - COUNTY TIF TAXES 2021-2020 - 318,840.00 - COUNTY TIF TAXES 2022-2021 - 480,721.09 CITY TIF TAXES 2010-2009 6.00 6.06 - CITY TIF TAXES 2018-2017 344.00 344.73 - CITY TIF TAXES 2019-2018 8,311.00 8,310.76 - CITY TIF TAXES 2020-2019 87,485.00 87,485.27 - CITY TIF TAXES 2021-2020 1,299,998.00 1,299,997.94 - CITY TIF TAXES 2022-2021 - - 1,761,748.56 INTEREST INCOME - 700.00 750.00 Revenue Totals 1,396,144.00 1,747,802.31 2,243,219.65 Fund 030 County TIF No. 1 Fiscal Year 2022 County TIF No. 1 Expenses 2023 Proposed Account Name 2022 Budget 2022 Projected Budget CONSULTANT FEES & SERVICES 90,000.00 - 90,000.00 TIRZ ADMINISTRATIVE COSTS - - 60,000.00 TIF REIMB SINACOLA 10,812.00 - 11,370.84 TIF REIMB BAYLOR - - 87,128.63 TIF REIMB TMC - 24,593.62 87,128.63 TIF REIMB BUC EE'S 93,354.00 102,137.88 101,737.38 TIF REIMB CROSSROADS - 130,116.08 833,440.89 DOWNTOWN PROJECT OFFICE 75,000.00 - 200,000.00 TOWN SQUARE MASTER PLAN 150,000.00 50,000.00 150,000.00 DOWNTOWN SIDEWALK GRANT 80,000.00 60,000.00 80,000.00 PINA PARTNERSHIP 75,000.00 75,000.00 75,000.00 BFTS PRECONSTRUCTION EXPENSES - - 90,000.00 DEMOLITION - - 300,000.00 DRAINAGE LANDSCAPE PROJECT - - 100,000.00 LAND ACQUISITION - - 250,000.00 TRANSFER TO I&S NO. 1 85,938.00 85,938.00 346,184.00 Expense Totals 660,104.00 527,785.58 2,861,990.37 Page 8 of 39 ITEM 5.1. TIRZ NO. 1 - Budget Summary 2023 Proposed 2022 Budget 2022 Projected Budget Revenue by Category Ad Valorem Taxes 1,396,144.00 1,747,102.31 2,242,469.65 Interest - 700.00 750.00 TOTAL REVENUES 1,396,144.00 1,747,802.31 2,243,219.65 Expenditures by Category Consultant Fees & Services 90,000.00 - 150,000.00 Contractual Obligations 104,166.00 256,847.58 1,120,806.37 Capitlal Programs & Outlays 380,000.00 185,000.00 1,245,000.00 Transfers Out 85,938.00 85,938.00 346,184.00 TOTAL Expenditures 660,104.00 527,785.58 2,861,990.37 Net Income (Expense) 736,040.00 1,220,016.73 (618,770.72) Fund Balance, Beginning of Year 1,432,842.08 2,652,858.81 Fund Balance, End of Year 2,652,858.81 2,034,088.09 Page 9 of 39  ITEM 5.2. -,.--------~------.-.-----------------. INTERLOCALAGREEMENT THE STATE OF TEXAS COUNTY OF KAUFMAN THIS INTERLOCAL AGREEMENT ("Agreement") is made by and between the CITY OF TERRELL, TEXAS ("City"), a municipal corporation and home-rule city of the State of Texas situation in Kaufman County, acting by and through its governing body, the City Council; and KAUFMAN COUNTY, TEXAS, a body corporate and politic under the laws of the State of Texas, acting by and through its governing body, the Kaufman County Commissioners Court ("County"); and REINVESTMENT ZONE NUMBER ONE, CITY OF TERRELL, TEXAS (THE "Zone"), a reinvestment zone created by the City pursuant to Chapter 311 of the Texas Tax Code, acting by and through its Board of Directors. This Agreement is made pursuant to Chapter 791 of the Texas Government Code and Chapter 311 of the Texas Tax Code. The City, the County and the Zone hereby agree to the following terms and conditions of this agreement. I. DEFINITIONS As used in this agreement, the following terms shall have the meaning set out below: "Agreement" means this Interlocal Agreement between the City, the County and the Zone. "Captured Appraised Value" means the captured appraised value of the Zone, as defined by Chapter 311.012 (b), Texas Tax Code. "City" means the City of Terrell, Texas, and its successors and assigns. "County" means Kaufman County, Texas, and its successors and assigns. "County Tax Increment Participation" means the amount of the County tax levy on the Captured Appraised Value which the County agrees to contribute to the Zone pursuant to Subsections A and B of Section ill of the Agreement. "Debt Service Tax Rate" means that portion of the tax rate that is levied for payment of debt service. "Finance Plan means the reinvestment zone financing plan for the Zone, a true and correct copy of which is attached to the Agreement as Exhibit "3". 1 Page 10 of 39 ITEM 5.2. -------------------------_._-----------_._------------------ "Project" means the acquisition and development and/or redevelopment of the area described in the Project Plan. "Project Plan" means the Project Plan for the Zone, a true and correct copy of which is attached to the Agreement as Exhibit "2", and such amendments and revisions to such plan as may be adopted by the board of directors of the Zone and approved by the City Council of the City and the Commissioners Court of the County. "Road & Bridge Tax Rate" means the tax rate the County levies under Article VITI, Sec. la and Article VITI, Sec. 9, Texas Constitution. "Tax Increment Fund" means that fund created by the City pursuant to Section 311.014 of the Act and Section 7 of City Ordinance No. 2355, which will be maintained by the City as a separate and individual interest-bearing 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. "Zone" means Reinvestment Zone Number One, City of Terrell, Texas, created by the City on November 20,2007, by Ordinance No. 2355, a true and correct copy of said ordinance is attached to the Agreement as Exhibit "I", and its successors and assigns. Otherwise, the terms used herein have the meanings ascribed to them in Chapter 311, Texas Tax Code. II. BACKGROUND On November 20, 2007, the City created the Zone by adoption of City Ordinance No. 2355, for the purposes of development and/or redevelopment of the property within the Zone pursuant to the Project Plan. The City has agreed to participate in the Zone by contributing tax increments produced in the Zone to the Tax Increment Fund based on a contribution of seventy-five percent (75%) of its tax rate on real property for a maximum of 30 years. The County desires to participate in the Zone in consideration for the agreements set forth below. The parties now desire to enter into an Interlocal Agreement pursuant to Section 311.013(f) of the Texas Tax Code. III. OBLIGATIONS OF COUNTY A. Tax Increment Participation 2 Page 11 of 39 ITEM 5.2. -------------------.----------------------------------------- - - - - - - For and in consideration of the agreement of the parties set forth herein, and subject to the remaining subsections of this section, the participation of the County shall be for a maximum term of thirty (30) years beginning January 1, 2007 and ending on December 31, 2036. During such period of this agreement, the County agrees to participate in the Zone by contributing fifty percent (50%) of its tax rate (not including the Road & Bridge Tax Rate or Debt Service Tax Rate) on real property on the tax increment attributed to the Captured Appraised Value in the Zone attributable to the County; provided, however, any County Roll Back Taxes shall not be paid into the TIP Fund and shall remain with the County. In no event shall the County contribution to the TIP Fund exceed $64,646,000. Upon reaching the total contribution of $64,646,000 or the expiration of the 30-year term, the participation of the County in this agreement shall terminate unless the County by official action of the Commissioners' Court agrees in writing to extend this agreement. B. County Tax Increment Limitation The County is not obligated to pay the County Tax Increment Participation from any source other than taxes collected on the Captured Appraised Value, not including taxes collected resulting from the Road & Bridge Tax Rate or the Debt Service Tax Rate. Furthermore, the County has no duty or obligation to pay the County Tax Increment Participation from any other County taxes or revenues, or until the County Tax Increment Participation in the Zone is actually collected. The obligation to pay the County Tax Increment Participation accrues as the County collects taxes representing the County Tax Increment Participation, and payment shall be due on the first day of each calendar month when any eligible taxes from the Zone are collected. No interest or penalty will be charged to the County for any late payment received from the County; provided, however, the penalty and interest received by the County on any delinquent taxes from the County Tax Increment Participation shall be paid to the Tax Increment Fund less any collection fees. Any portion of the taxes representing the County Tax Increment Participation 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. C. Expansion of the Zone The Obligation of the County to participate in the Zone is limited to the area described in the Project Plan and Finance Plan. The County's participation does not extend to the tax increment on any additional property added to the Zone or on any other project(s) added to the 3 Page 12 of 39 ITEM 5.2. --------.------- Zone which would increase the Project Plan total above $158.5 million unless the County specifically agrees in writing to participate in the additional area or in the additional project(s). D. Board of Directors Notwithstanding anything to the contrary in the City's ordinance creating the Zone, pursuant to the provisions of Sections 311.009(a), Texas Tax Code, the County shall have the unequivocal right to appoint and thereafter at all times maintain two (2) members on the Board of Directors of the Zone. The size of the TIF Board as specified in the City's ordinance creating the Zone shall not be changed or increased unless the County specifically agrees to the change. Failure of the County to appoint persons to the Board of Directors of the Zone by January 31, 2008, shall not be deemed a waiver of the County's right to make an appointment at a later date. The County may also appoint and maintain one non-voting ex-officio member on the Board of Directors of the Zone as the County may desire. IV. OBLIGATIONS OF THE CITY AND THE ZONE A. Amendment of Ordinance The Ordinance creating the Zone designates the boundaries, the eligible real properties for the calculation of tax increment for the Zone and the specific participation level of the City. All amendments to the Ordinance shall be approved by the Board of Directors of the Zone prior to approval by the City Council. If the City Council approves an amendment to the Ordinance different from the amendment approved by the Board of Directors of the Zone, the County shall suspend payment into the Tax Increment Fund as described in Section 3 until the amendment is approved by the governing body of the County. B. Project Plan and Finance Plan The County Commissioners Court may review and comment upon any amendment to u/, G.- .. .,. del@te Sf add a flfejest tg. the Project Plan and Finance Plan prior to its approval by the City Council. The City agrees to provide the County with any proposed amendments to the Project Plan and Finance Plan at least fourteen (14) days prior to their submission to the City Council for ~. z:;.., approval. No amendment to.aelete Sf fl8d.a prpJe~the Project Plan or the Finance Plan shall be effective until it is approved by the Commissioners Court of the County. C. Disposition of Tax Increments Upon termination of the Zone, and after all obligations and bonded indebtedness of the Zone have been paid, the City and the Zone shall pay to the County, within sixty (60) days of 4 Page 13 of 39 ITEM 5.2. said termination, all monies remaining in the Tax Increment Fund that are attributable to the County Tax Increment Participation paid by the county 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 increments derived from taxable real property in the Zone that were deposited in the Tax Increment Fund during the Fund's existence. In no event shall payment of monies to the participating taxing units exceed ninety (90) days from the date of termination. D. Audits In the event the City creates a redevelopment authority in connection with the Zone, the City shall provide to the County a copy of each of the audits required by the agreement between the City, the Zone and any such redevelopment authority within thirty (30) days of receipt of each audit. On or before the 90th day following the end of the fiscal year of the City, the governing body of the City of Terrell shall submit to the Kaufman County Judge, other taxing jurisdictions and the State of Texas Comptroller, a report of the status of the Zone. The contents of the report must contain all information required under section 311.016 of the Texas Tax Code. E. Deposit of Penalties Received By City As an inducement to have the County participate in this Agreement, the City agrees that any penalty and interest received by the City on any delinquent taxes attributable to the City'S tax increment participation in the Zone shall be paid to the Tax Increment Fund less any collection fees. V. LIMITATIONS ON TAX INCREMENT DEPOSITS AND USE OF FUNDS This Agreement is based on the following conditions, and the City agrees and acknowledges the County's right to enforce the conditions contained herein by injunction or any other lawful means in the even one or more of such conditions are not satisfied, to wit: A. The tax increment deposited into the Tax Increment Fund by the County shall be used to pay project costs for infrastructure improvements or other public improvements as set forth and identified in the attached Project Plan and Finance Plan, and shall not include any costs for 5 Page 14 of 39 ITEM 5.2. administration, overhead, or management of the Zone, or costs for municipal or educational facilities. B. If the Plans are amended, the tax increment deposited into the Tax Increment Fund by the County may not be used for any infrastructure improvements or other public improvements not addressed by the Plans unless the amended Plans are approved by the governing body of the County as an amendment to this Agreement. C. As defined, the Zone shall include real properties located within the boundaries as described in Ordinance No. 2355. If the Zone is expanded, the tax increment deposited into the Tax Increment Fund by the County may not be used for any infrastructure improvements or other public improvements in any portion of the expanded area of the Zone unless approved by the governing body of the County as an amendment to this Agreement. VI. TERM AND TERMINATION A. Agreement Term This Agreement becomes effective as of the date of the final signature hereto. The term of the Agreement shall commence with the tax year beginning on January 1, 2007. This Agreement shall terminate on December 31, 2036, unless earlier terminated by the parties hereto. Nothing in this Agreement limits the authority of the Kaufman County Commissioners Court to extend the term of the Agreement. Upon termination of the Agreement, the obligation of the County to contribute to the Tax Increment Fund for the Zone shall end; however, any refund obligations of the City, the Zone or any related redevelopment authority shall survive such termination. B. Early Termination The Zone may terminate pursuant to the provisions of Section 311.017 of the Texas Tax Code. VII. MISCELLANEOUS A. Severability In the event any term, covenant or condition herein contained is held to be invalid by any court of competent jurisdiction, such invalidity shall not affect any other term, covenant or condition herein contained. In the event any term, covenant or condition shall be held invalid and affects in any manner the limitations on the County's, or any other party's, contributions or participation, then neither 6 Page 15 of 39  ITEM 5.2. -"-',-- ._-- - --- -_. __ ------.-.-------.--- --- ----_._---------_._--- ------------_._---_._- ------_._-- - ._--------------------- -_._-- ------ _.- .- the County, nor any other party, shall have any liability for any incremental or other payments as many otherwise be provided for this Agreement. B. Entire Agreement This Agreement merges the prior negotiations and understanding of the parties hereto and embodies the entire agreement of the parties, and there are no other agreements, assurances, conditions, covenants (express or implied) or other terms with respect to the covenants, whether written or verbal, antecedent or contemporaneous, with the execution hereof. C. Written Amendment Unless otherwise provided herein, this Agreement may be amended only by written instrument duly executed on behalf of each party. D. Notices All notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third (3 rd ) day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, returned receipt requested) addressed to the respective other party at the address set out below or at such other address as the receiving party may have theretofore prescribed by notice to the sending party. The initial addresses of the parties, which any party may charge by giving written notice of its changed address to the other parties, are as follows: City of Terrell Zone Kaufman County City Manager Reinvestment Zone No.1 Kaufman County Judge City of Terrell C/O Board Chairman Kaufman County Courthouse PO Box 310 City of Terrell 100 West Mulberry Terrell, TX 75160 201 E. Nash St. Kaufman, TX 75142 Terrell, TX 75160 E. Non-Waiver Failure of any party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on, and to enforce by any appropriate 7 Page 16 of 39 ITEM 5.2. ---_.----------_._....- remedy, strict compliance with any other obligation hereunder or to exercise any other right or remedy occurring as a result of any future default or failure of performance. F. Assignment No party shall assign this Agreement at law or otherwise without the prior written consent of the other parties. No party shall delegate any portion of its performance under this Agreement without the written consent of the other parties. G. Successors This Agreement shall bind and benefit the parties and their legal successors. This Agreement does not create any personal1iability on the part of any officer, agent or employee of the City, the Zone or the County. H. No Waiver of Immunity No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees, and agents as a result of this execution of the Agreement and performance of the covenants contained herein. IN WITNESS HEREOF, the City, the County and the Zone have made and executed the Agreement in multiple copies, each of which is an original on the \l.o day of ~~-\:UV\ber, 2008. CITY OF TERRELL,·TEXAS KAUFMAN COUNTY, TEXAS Hal Richards, Mayor ~~ Wayne Ge ,County Judge ATTEST: ATTEST: ~a, 1I-~4J Laura Hughes, County Clerk 8 Page 17 of 39  ITEM 5.2. \ --1---------------------------------·----------·----·,- - - - - - REINVESTMENT ZONE NUMBER ONE, CITY OF TERRELL, TEXAS BY:~ Je~ Name: DoY\ -rnuc-mDJ'\ Title: Chairman, Board of Directors 9 Page 18 of 39 ITEM 5.2. Exhibit A Project Plan and Finance Plan Public Improvements By Type (Amendment 2) City Thoroughfares (Paving, Drainage, & Landscape) Time of Development Public Improvements Total 2009‐2035 Windsor 6,000,000 2009‐2035 Apache Trail Extension 3,500,000 2012‐2035 Boston 4,000,000 2010‐2035 Rosehill Rd 8,500,000 2010‐2035 Rochester 6,000,000 2020‐2030 BFTS/Airport Connector 2,000,000 2020‐2035 Bachelor Pkwy 3,500,000 2010‐2035 Mineral Wells 5,500,000 2009‐2035 Market Center 2,500,000 Total 41,500,000 2020‐2030 Adelaide, Catherine, Frances 7,000,000 2020‐2030 Nash, Broad, Grove, Cottage 7,000,000 2009‐2035 Other Roadways 22,000,000 Total 36,000,000 TxDOT Time of Development Public Improvements Total 2012‐2035 Spur 557 6,000,000 2010‐2035 FM 148 3,000,000 2013‐2035 IH 20 4,000,000 2011‐2035 SH 34 2,000,000 2020‐2030 Spur 226 2,000,000 2015‐2035 US 80 3,000,000 2010‐2035 SH 205 500,000 Total 20,500,000 Roadway Total 98,000,000 Utilities Water Time of Development Public Improvements Total 2012‐2035 20" Mains ‐ 20,000 L.F. 2,500,000 2012‐2035 16" Mains 10,000 L.F. 1,500,000 2010‐2035 12" Mains 15,000 L.F. 1,500,000 2010‐2035 Pump Station ‐ Additional Storage & Pumps 2,000,000 2020‐2030 Downtown/CBD Water System Improvements 4,000,000 2009‐2029 Additional On Site Mains 6,000,000 Total 17,500,000 Wastewater Time of Development Public Improvements Total 2009‐2012 Bachelor Creek Interceptor 3,000,000 2009‐2029 Additional On‐Site Mains 5,500,000 2020‐2030 Bachelor Creek Lift Station/Force Mains 16,000,000 Total 24,500,000 Utilities Total 42,000,000 Additional Projects Time of Development Public Improvements Total 2020‐2035 Downtown Plan Implementation 16,000,000 2020‐2035 Contingency 2,500,000 Total 18,500,000 Grand Total 158,500,000 Page 19 of 39 ITEM 5.2. Project Plan and Finance Plan Public Improvements By Zone (Amendment 2) Landscape/ Downtown Tract Development Roadways Drainage Signage TxDOT Water Sewer Plan Total 1 Las Lomas MUD 4 2,000,000 2,000,000 4,000,000 2 Crossroads 8,250,000 2,000,000 2,000,000 2,500,000 1,000,000 1,500,000 17,250,000 3 Buc‐ee's Market Center 1,248,035 1,441,873 238,220 4,016,578 346,632 535,145 7,826,483 4 Risinger South 750,000 500,000 1,500,000 1,003,368 3,753,368 5 LOCO Partnership Fund 500,000 500,000 500,000 1,500,000 6 Noe IH 20 500,000 500,000 1,000,000 7 2578 South 500,000 900,000 500,000 1,900,000 8 Arnold 500,000 500,000 9 West of Tanger 500,000 500,000 10 South of Tanger 500,000 500,000 500,000 250,000 500,000 2,250,000 11 Kings Creek WWTP 500,000 1,000,000 1,500,000 12 Robbie Hale 500,000 500,000 13 Dream Acres 500,000 558,127 250,000 1,308,127 14 Ramsey East SH 34 2,000,000 1,000,000 1,500,000 500,000 1,000,000 250,000 6,250,000 15 Virginia 2,000,000 1,000,000 2,500,000 1,250,000 2,000,000 714,855 9,464,855 16 CBD 5,250,000 1,000,000 1,000,000 1,250,000 2,000,000 1,000,000 8,000,000 19,500,000 17 Downtown 6,500,000 1,000,000 1,000,000 2,000,000 1,000,000 8,000,000 19,500,000 18 Noe @ US 80 1,000,000 1,000,000 18a Kroger‐Musser 2,000,000 1,000,000 1,000,000 1,000,000 1,000,000 6,000,000 19 Southwest Residential 6,001,965 4,000,000 1,500,000 1,000,000 16,500,000 29,001,965 20 Ramsey‐Station #2 21 Ramsey @ IH 20 1,483,422 1,483,422 22 Norton 2,000,000 511,780 500,000 3,011,780 23 Anderson‐Apartments 2,500,000 2,000,000 1,500,000 500,000 500,000 500,000 7,500,000 24 Airport 1,000,000 1,000,000 500,000 500,000 3,000,000 26 Sinacola 1,000,000 500,000 1,000,000 2,000,000 2,000,000 6,500,000 Contingency 2,500,000 Total 40,500,000 19,500,000 16,500,000 21,500,000 17,500,000 24,500,000 158,500,000 Page 20 of 39 ITEM 5.2. CITY OF TERRELL TIRZ #1 Amendment #3 TIRZ #1 was created to include approximately 73.87 acres of land which can be accessed from the southern extension of Las Lomas Parkway at Spur 557. This tract of land is currently vacant agricultural property and it will be preferable for the City of Terrell to manage the development of public infrastructure on the tract as part of the anticipated City of Terrell TIRZ #3. This Amendment #3 adds to the current TIRZ #1 legal description a “Save and Except” Tract “D” which has the effect of reducing the boundaries of TIRZ #1 by excluding the 73.87 acres from TIRZ #1. APPROVED this ____ day of August, 2022. _____________________________ HAL RICHARDS, County Judge SAVE AND EXCEPT: TRACT “D” BEING a tract of land situated in the Richard Mead Survey, Abstract No. 326, the W.R. Leath Survey, Abstract No. 305, Kaufman County, Texas, and being a portion of a called 3,152.439 acre tract of land described in a Substitute Trustee's Deed to AP Dupont Limited Partnership, recorded in Volume 3502, Page, 558, Deed Records, Kaufman County, Texas (D.R.K.C.T.), and more particularly described as follows: BEGINNING at a point in the southwest right-of-way line of Spur 557 (variable width right-of- way) at the most easterly corner of said 3,152.439 acre tract and at the most northerly corner of a called 2.062 acre tract of land designated as "Parcel 2" in a Special Warranty Deed – for Right-of- Way to the City of Terrell, Texas, recorded in Volume 5110, Page 268, D.R.K.C.T.; Page 21 of 39 ITEM 5.2. THENCE South 44°11'57" West, with a southeast line of said 3,152.439 acre tract and the northwest line of said 2.062 acre tract, passing at a distance of 22.3 feet, the most westerly corner of said 2.062 acre tract, said point being in the northwest line of a called 255.68 acre tract of land designated as "Tract 1" in a Foreclosure Sale Deed to Terrell 80/20, Ltd., recorded in Volume 3838, Page 221, D.R.K.C.T. and continuing with the northwest line of said 255.68 acre tract and a southeast line of said 3,152.439 acre tract for a total distance of 862.39 feet to a point in the City Limit line of the City of Terrell; THENCE North 64°05’49” West with the City Limit line of the City of Terrell, over and across said 3,152.439 acre tract a distance of 1,149.36 feet to a point for corner; THENCE North 61°34’07” West to the west line of County Road 305 a distance of 1,145.18 feet to a point for corner; THENCE North 58°48’14” West a distance of 78.34 feet to a point for corner; THENCE North 58°48’13” West a distance of 1,623.24 feet to a point for corner; THENCE North 02°49’37” West leaving the said City Limit line of the City of Terrell a distance of 74.27 feet to a point for corner; THENCE North 31°00’48” East a distance of 768.70 feet to a point for corner in the southwest right-of-way line of said Spur 557; THENCE with the southwest right-of-way line of said Spur 557 the following courses and distances: South 58°39’46” East a distance of 763.70 feet to a point for corner; South 49°30’22” East a distance of 845.90 feet to a point for corner; South 01°29’17” East a distance of 190.60 feet to a point for corner; South 49°55’59” East a distance of 139.00 feet to a point for corner; North 67°32’44” East a distance of 246.40 feet to a point for corner; South 70°45’50” East a distance of 576.00 feet to a point for corner; South 67°15’40” East a distance of 427.50 feet to a point for corner; South 63°46’25” East a distance of 1,209.20 feet to a point for corner; South 64°16’17” East a distance of 65.51 feet to the POINT OF BEGINNING, and containing 73.87 acres more or less. Page 22 of 39 ITEM 5.2. Page 23 of 39 ITEM 5.2. Page 24 of 39  ITEM 5.3. British Museum Museum Preliminary Estimate $5M + Remove Overhead Electrical Preliminary Estimate $3M + May be advantageous to combine the projects to achieve savings and coordination Will require an extensive construction staging area nearby Aiming to be ready to bid in 60-90 days Page 25 of 39 1 ITEM 5.3. 2 . Page 26 of 39  ITEM 5.3. South Alley Electrical Scope • Coordinated electrical equipment replacement with Oncor • Identified locations for new equipment • City contract to install: • Conduit along South Alley roughly between S Frances and S Virginia • Address replacement and new connections for electrical service from new Oncor equipment to each business • Must eliminate overhead electric lines at BFTS Museum for construction Benefit • Eliminating other overhead electric lines will improve the safety and market value of impacted buildings as well as the aesthetics of South Alley and properties, plus provide cleaner entrance to future Town Square Page 27 of 39 3  ITEM 5.3. Standard Bid Process vs Construction Manager at Risk Page 28 of 39  What is the Standard Bid Process? ITEM 5.3. When the City of Terrell decides to begin a project, we engage in a public bid process. This involves asking contractors in the area to give us their best cost estimate for completing a specified project. The City will talk to an Engineering/Architectural firm first to design the project and create plans. The plans are given out in a bid solicitation, and contractors will give their best cost estimate for the project to be completed. This is also described as the Design-Bid-Build process. Page 29 of 39 Figure 1: Design-Bid-Build[1]  Design–Bid–Build Risks ITEM 5.3. This process is the traditional lowest responsible bidder model, where the City chooses the bidder who submits the lowest responsible cost for completion of the project. ● City employees spend time overseeing the construction of the project, when their time could be used elsewhere. ● City employees may not have knowledge or expertise with helping produce a design that best fits the needs of our growing population ● Contractors are chosen based on lowest price first and qualifications second. ● Contractor is not involved early enough to provide feedback during the design process and understand design goals of the Architect and Page 30 of 39 Engineer. ● City assumes all project overrun costs when unforeseen circumstances arise.  Design–Bid–Build Advantages ITEM 5.3. ● Most likely results in the lowest cost for construction of a project ● Allows City to have the most involvement in a project because employees are involved with all the planning, setting up meetings, and overseeing the construction site. ● Contractual relationships between Architect, Engineer, and General Contractor are separate, allowing for responsibility to be delegated separately by the city Page 31 of 39  ITEM 5.3. Construction Manager at Risk Construction Manager at Risk (CMAR) is a form of project delivery in which a company or individual commits to acting in the City’s best interest and are responsible for keeping a project underneath it’s Guaranteed Maximum Price. This is a given amount of dollars that the project cannot exceed. The CMAR assumes any responsibility for a project exceeding its Guaranteed Maximum Price, limiting the risk of the owner. CMAR’s are involved in the selection of architects/engineers, reviewing plans, cost estimations, bidding out the project, and overseeing construction to completion. Page 32 of 39 Figure 2: Construction Manager at Risk[1]  Construction Management at Risk vs Standard ITEM 5.3. Bid Process. The Standard Bid Process leaves almost all risk to the City when a project is commissioned. If mistakes are made then the city must cover the cost of an error made on a project. However, when a CMAR is in charge of a project, they must take financial responsibility for extra costs not approved by the City. Having a CMAR involved in major construction projects reduces burden on City Staff who spend many hours doing tasks that instead could be done by an outside contractor. The CMAR would take care of the tedious work and would present the final results to the City in each stage of a project. The City would still have a say in all aspects of the project, but the CMAR is their advocate in all stages of the project Page 33 of 39 nonetheless.  CMAR Risks ITEM 5.3. ● CMAR is only viable on large projects as they are paid for their role in planning, designing, and oversight of a successful project. ● If any contract agreements have discrepancies or omit critical information, the owner may be held accountable for the additional expenses. ● CMAR must be brought on very early in the project life cycle, as any discrepancies between their input and the Architects/Engineers can drive up costs. Page 34 of 39  CMAR Advantages ITEM 5.3. ● CMAR contracts will help reduce the City’s potential overall risk when administering a project. The contract will outline a Guaranteed Maximum Price, which reassures the city that the project will come within a range that is affordable. ● Any costs that exceed the Guaranteed Maximum Price are covered by the CMAR ● The CMAR can provide accurate cost estimates for the project as they are working on the design with the Architect and Engineer from the beginning. ● CMAR will act as an onsite manager and relay all updates back to the City, saving City Employees time and energy spent on a job site. ● Construction can move faster when CMAR is involved, as delays for creating a new contract with the City will be avoided as companies will enter agreements with the Page 35 of 39 CMAR. ● City is still involved with the project, but the CMAR provides an extra layer of accountability and cost control that is missing in the Design-Bid-Build process.  Conclusion ITEM 5.3. The City of Terrell could greatly benefit from the use of a Construction Manager at Risk on large projects conducted by the City. The only major downside to using a CMAR is that a project will cost more for them manage it. However, the benefit of paying for CMAR services is City Employees will be freed up to work on other smaller projects that don’t require the expertise of a CMAR. The other major benefit is that the city holds much less risk on large scope projects. Page 36 of 39  ITEM 5.3. Page 37 of 39 Figure 3: Design-Bid-Build vs Construction Manager at Risk[2] ITEM 5.3. Questions? Page 38 of 39  Works Cited ITEM 5.3. 1. ARCHITECTS, FGM. “Pros/Cons of Design-Bid-Build vs. Construction Manager at Risk vs. Design/Build.” FGM Architects, 7 July 2021, www.fgmarchitects.com/post/pros-cons-of-design- bid-build-vs-construction-manager-at-risk-vs-design-build. 2. Francom, Tober. Performance of the Construction Manager at Risk (CMAR) Delivery Method Applied to Pipeline Construction Projects. 2015. 3. Harper, T. F. “The Pros & Cons of CMAR Contracts - T.F. Harper.” Https://www.tfharper.com/, 9 Nov. 2021, www.tfharper.com/the-pros-cons-of-construction-manager-at-risk-contracts/. Page 39 of 39 Accessed 15 Aug. 2022.