Minutes TC 03/24/2014 - Joint SessionMINUTES FROM SPECIAL SESSION TOWN COUNCIL JOINT MEETING
WITH ECONOMIC DEVELOPMENT CORPORATION 4B (EDC 413) AND TIRZ BOARD
FOR THE TOWN OF TROPHY CLUB
LOCATION: 100 MUNICIPAL DRIVE, TROPHY CLUB, TEXAS
Monday, March 24, 2014 at 7:00 P.M.
Svore Municipal Building Boardroom
The Town Council of the Town of Trophy Club, Texas, met in a Regular Session on Monday, March 24, 2014. The
meeting was held within the boundaries of the Town and was open to the public.
STATE OF TEXAS §
COUNTY OF DENTON §
TOWN COUNCIL MEMBERS PRESENT:
Connie White Mayor
Jeannette Tiffany Mayor Pro Tem, Place 2
Philip Shoffner Council Member, Place 6
Greg Lamont Council Member, Place 5
Danny Mayer Council Member, Place 4
Bill Rose Council Member, Place 1
STAFF AND GUEST(S) PRESENT:
Mike Slye
Town Manager
Stephen Seidel
Assistant Town Manager
Tammy Ard
Town Secretary
Patricia Adams
Town Attorney
April Reiling
PIO/Marketing Manager
Alora Wachholz
ED & Marketing Coordinator
ECONOMIC DEVELOPMENT CORPORATION 4B DIRECTORS PRESENT:
Jim Hicks
President
Rebecca Shuman
Vice President
Dean Murray
Treasure/Secretary
Sean Weaver
Director
Dave Brod
Director
Greg Wilson
Director
TIRZ #1 BOARD MEMBERS PRESENT:
Dave Brod
Chair
Adam Broyles
Vice Chair
Darryl Howard
Member
Jared King
Member
Mayor White announced the date of Monday, March 24, 2014 called the Town Council to order and announced a
quorum at 7:00 p.m.
President Jim Hicks called the EDC 4B Board to order and announced a quorum.
Chair Dave Brod called the TIRZ #1 Board to order and announced a quorum.
March 24, 2014 Town Council Joint Meeting Page 1 of 30
CONVENE INTO SPECIAL SESSION - START TIME — 7:00 P.M.
The Invocation was offered by EDC 4B President, Jim Hicks.
The Pledges were led by Council Member Philip Shoffner.
SPECIAL SESSION
1. Consider and take appropriate action appointing two Council members to serve on the Audit
Subcommittee.
This is an annual requirement that the audit subcommittee meet with the auditor's to review the audit prior to
Town Council receiving the audit report. We currently have the audit report scheduled for the April 7, 2014 Town
Council Meeting.
Motion made by Council Member Rose, seconded by Council Member Shoffner, to appoint Council Member Danny
Mayer and Mayor Pro Tem Jeannette Tiffany to the Audit Subcommittee.
Motion passed unanimously.
2. Consider and take appropriate action regarding letter from TC MUD No. 1 to TCEQ regarding interlocal
agreement between the Town of Trophy Club & Trophy Club MUD No. 1 to provide water and wastewater
services to the PID.
Motion made by Council Member Mayer, seconded by Council Member Lamont, to approve the Trophy Club MUD
No. 1 letter (attached) regarding a long term utility services agreement to provide water and wastewater services
to the PID.
Motion passed unanimously.
Attachment A — Trophy Club Municipal Organizations Agree to Long -Term Utility Service Terms Letter
3. Presentation by Old Town Development.
Old Town Development (OTD) approached the Town in April 2013 regarding the potential opportunity to develop
high quality restaurants within the Town. Over the course of the past year, the Town has worked with OTD to
develop a performance incentive agreement that would develop 3 — 4 restaurants on approximately 5.4 acre tract
generally located between the Baylor Medical Center and Trophy Wood Drive.
Justin Springfield and Chris Gordon with Old Town Development provided a presentation showing Old Town
Development's history, current projects, future projects, accomplishments and answered questions from the
Council.
Todd McNeill, banker with Metropolitan Capital Advisors
Attachment 8 —Old Town Development Presentation
March 24, 2014 Town Council Joint Meeting Page 2 of 30
EXECUTIVE SESSION
4. Pursuant to the following designated sections of the Texas Local Government Code, Annotated, Chapter
551, the Council will convene into closed executive session to discuss the following:
A. Texas Government Code Section 551.087 Deliberation Regarding Economic Development Negotiations
to discuss or deliberate the offer of financial or other incentives to a business prospect that the Town
seeks to have locate within the territory of the Town.
(1) Potential Projects in the Trophy Wood Drive area
TOWN COUNCIL CONVENE INTO EXECUTIVE SESSION - START TIME — 8:05 P.M.
EDC 4B CONVENE INTO EXECUTIVE SESSION - START TIME — 8:06 P.M.
TIRZ #1 BOARD CONVENE INTO EXECUTIVE SESSION - START TIME — 8:07 P.M.
David Brod, Chairman of the TIRZ Board noted that Adam Broyles, Vice Chair of the TIRZ Board has asked to recuse
himself from deliberations and discussion due to a potential conflict of interest in this discussion.
TOWN COUNCIL RECONVENE INTO SPECIAL SESSION - START TIME —10:27 P.M.
EDC 4B RECONVENE INTO SPECIAL SESSION - START TIME —10:27 P.M.
TIRZ #1 BOARD RECONVENE INTO SPECIAL SESSION - START TIME —10:27 P.M.
RECONVENE INTO SPECIAL SESSION
S. Consider and take appropriate action regarding the Executive Session.
Assistant Town Manager, Stephen Seidel summarized the changes to the term sheet as discussed during executive
session.
• General parameters OTD will commit to - Construct two (2) restaurants and obtain a certificate of occupancy
for both within twenty-four (24) months of Town approval of the final developers agreement and construct a
third restaurant and obtain a certificate of occupancy with in thirty-six (36) months of Town approval of the
final developers agreement and comply with the other requirements for the EDC and the TIRZ.
• The estimated value over the next five (5) years for their development to be approximately for appraised
value and gross sales to be $12.8 million dollars.
EDC 4B obligations
Engage with OTD in the purchase of the 5.4 acres not to exceed $1,705,374 purchase price excluding interest upon
OTD's compliance with the conditions set forth:
• Upon OTD's closing on the purchase of the property and execution of the developers agreement the EDC shall
pay OTD monthly payments in the amount of $11,731.08 for a period of twenty-four (24) months with a total
annual payment not to exceed $140,773to OTD for a period of twenty (20) years, which amount is the
equivalent of principle and interest for the property purchased by OTD at a price of $7.25/SF for lump sum
payment in an amount not to exceed $1,705,374 purchase price for approximately 5.4 acres (the "Property").
OTD is solely responsible for any purchase price that exceeds either the $7.25per square foot or the maximal
amount of $1,705,374. OTD and the Town at the sole discretion of the Town shall structure the purchase of
the agreement for the property so that the Town has the right to step into OTD's shoes as the purchaser of the
property and/or OTD is required to transfer title to the property to the Town if upon EDC's payment of
March 24, 2014 Town Council Joint Meeting Page 3 of 30
$281,546 OTD has failed to obtain two (2) certificates of occupancy for two (2) separate restaurant sites. All
payments made to the Town to OTD shall be made directly to the mortgage holder for satisfaction of OTD's
property loan.
• The EDC also will have the right to pay the total principle amount at any time during the agreement without
penalty as well as make additional principle payments without penalty.
• The EDC has the right to pay the total principle amount to OTD at any time during the agreement term
without penalty, as well as make additional principle payments without penalty.
• The EDC shall have the Right of First Refusal if OTD desires to sell the Property with or without infrastructure
improvements during the term of the Developer Agreement. Additionally, should OTD desire to sell the
Property, the EDC shall have the right to approve any and all future purchasers of property during the term of
the Developer Agreement.
• The EDC shall have 1St lien status until a construction loan is obtained by OTD and then the EDC shall retain 2nd
lien status.
• If OTD fails to obtain a Certificate of Occupancy for a third restaurant site within thirty-six (36) months of
approval of a Developer Agreement all obligations of EDC hereunder shall terminate. All time periods to obtain
the Certificate of Occupancy begin when the Developer Agreement is approved by the Town Council. The
Developer Agreement will terminate with no further payment of any kind by EDC to OTD if at the expiration of
thirty-six (36) months after the date the Town Council approval, OTD has failed to timely comply with every
term of the Developer Agreement and/or has failed to obtain at least three (3) Certificates of Occupancy for
three (3) restaurant sites within thirty-six (36) months after approval of the Development Agreement. The
Town's right to purchase or require transfer of the property shall also be available at the end of the thirty-six
(36) month period if OTD fails to comply.
• If OTD ceases to exist or files for bankruptcy, the EDC shall be excused from making any future payments to
OTD, and all agreements shall terminate as allowed by law.
• OTD shall ensure that a minimum of 100 Full Time Employees (FTE) are maintained or 192,000 work hours are
maintained annually for the restaurant sites continuously. This standard shall be met by OTD within forty eight
(48) months from the date of the approval of the Developer's Agreement and shall continue until the date of
termination of the Developer's Agreement.
• OTD may request additional time based upon good cause for force majeure or other causes of delay as
determined acceptable by the Town.
EDC 4B
Motion made by Greg Wilson, seconded by Dave Brod, to approve the modifications as summarized by Assistant
Town Manager, Stephen Seidel
Motion passed unanimously.
TIRZ #1 Board obligations
The TIRZ #1 shall reimburse eligible expenses contingent upon the following conditions:
• OTD shall be eligible for up to $1.5 million for eligible public improvements including, but not limited to, curb
and gutter, concrete parking, site lighting, landscaping, public utilities, permit fees, sidewalks, site preparation,
engineering and interest carry.
• OTD shall have "first priority" of revenue and payment from TIRZ #1 at a percentage rate not to exceed 73% of
total increment revenue generated from the entire TIRZ #1.
• No TIRZ payment shall be made to OTD until such time as a Certificates of Occupancy for two (2) separate
restaurants have been obtained by OTD and payment will only be made if both Certificates of Occupancy are
issued within twenty-four (24) months following the date of Town approval of the Developer's Agreement.
Subsequent payments are contingent upon receiving a third restaurant Certificate of Obligation with thirty-six
(36) months of the date of date of Town approval of the Developer's Agreement. The Agreement will
terminate with no obligation to TIRZ if twenty-four (24) months have passed from the date of the Developer's
Agreement and a Certificate of Occupancy for two (2) separate restaurants has not been issued. Likewise, TIRZ
shall have no additional obligations if thirty-six (36) months have passed from the date of the Developer's
Agreement, and a Certificate of Occupancy for a third restaurant site has not been obtained by OTD.
March 24, 2014 Town Council Joint Meeting Page 4 of 30
• If OTD ceases to exist or files for bankruptcy, the TIRZ shall be excused from making any future payments to
OTD, and all agreements shall terminate as allowed by law.
• During years 6-20 after the date of Town approval of the Developer's Agreement, if a restaurant is vacant for a
period of twelve (12) months + one (1) day without either one or a combination of the following occurrences:
Letter Of Intent, Building Permit, or Certificate of Occupancy, the TIRZ payment shall be reduced by the total
proportional contribution to the TIRZ (ad valorem & sales tax) by the former restaurant's highest incremental
value generated. For Example, if the restaurant generated $10,000 to the TIRZ and the total TIRZ payment due
to OTD was $20,000, then the $20,000 payment would be reduced by $10,000.
• Upon issuance of a Certificate of Occupancy for two restaurant sites within twenty-four (24) months, OTD shall
be entitled to a $400,000 payment from the Town as part of the total $1.5 million TIRZ incentive. The TIRZ
shall repay the Town $400,000 from 27% of the total increment revenue generated by the TIRZ, including
interest if desired by the Town Council. The Town shall share "first priority" of revenue and payment with OTD
at the designated percentage rates.
• TIRZ reimbursement shall occur annually on a date agreed upon by the parties.
TIRZ #1 (17:50)
Motion made by David Brod, seconded by Darrell Howard, to approve the term sheet with the modifications as
summarized by Assistant Town Manager, Stephen Seidel.
Motion passed unanimously.
Motion made by Council Member Mayer, seconded by Council Member Rose, to approve the term sheet for OTD
with the terms as approved by the EDC 4B and TIRZ Board.
Motion passed unanimously.
ADJOURN
Motion made by Council Member Mayer, seconded by Mayor Pro Tem Tiffany, to adjourn. Motion carried
unanimously. Meeting adjourned at 10:47 p.m.
EDC 4B
Jim Hicks announced the EDC 4B Board is adjourned.
TIRZ #1
Dave Brod announced the TIRZ Board is adjourned.
Ard, T n SecretaryConnie White, Mayor
f TropKVClub, Texas Town of Trophy Club, Texas
March 24, 2014 Town Council Joint Meeting Page 5 of 30
Attachment A
Trophy Club Municipal Organizations Agree to Long -Term Utility Service Terms Letter
March 24, 2014 Town Council Joint Meeting Page 6 of 30
I C""*:�:
TOWN OF
TROPHY CLUB
RE: Trophy Club Municipal Organizations Agree to Long -Term Utility Service Terms
The Trophy Club Town Council and Trophy Club Municipal Utility District No. 1 Board of Directors met
Wednesday, March 19, 2014 in a joint meeting to finalize the terms of an agreement for a long-term
water and wastewater utility service between the two organizations. The Town of Trophy Club (PWS ID
No. 0610273) contracts for wholesale water and wastewater services from Trophy Club Municipal Utility
District No. 1 (PWS ID No. 0610018) under an existing agreement that will expire in May 2018. The
existing contract also does not address the pending expansion to the District's wastewater treatment
facility. To ensure utility services are continued to all Trophy Club residents beyond the term of the
existing contract, to include capacity in the expansion project for all residents, and to ensure all
residents pay fair rates for the services they receive, the entities recognized a need to execute a new
long-term agreement. Negotiations have been ongoing, but the joint meeting allowed the governing
bodies of the two entities to mutually discuss and agree in principle to the final terms of the new utility
services agreement.
The Town Council and the District Board of Directors agreed to a 99 -year wholesale contract for the
District to provide water and wastewater services to the Town of Trophy Club for services to Town
customers within the Public Improvement District (PID). The contract will also include provisions for the
District to operate and maintain the Town's water and wastewater system in the PID. By including the
operation and maintenance of the system with the wholesale contract, both services will run concurrent
for the 99 -year term of the agreement. It is anticipated that the formal adoption of the proposed
agreement will occur no later than April 30, 2014.
The District currently serves 3,026 connections and the Town serves 1,123 connections within the PID,
which is located outside the District boundaries. Throughout the negotiation process, both parties have
worked to ensure that all Trophy Club residents are treated equally and fairly in regards to water and
sewer rates, debt obligations and service levels. Both entities also agreed that moving forward,
communication between the Town and the District is essential. Quarterly meetings and/or updates will
be scheduled to ensure the Town has notice of utility system needs and capital expenses required for
maintenance and improvements. Under the new proposed contract, the costs of all necessary future
expenses related to utility system upgrades will be shared equally amongst citizens.
Connie White
Mayor
Town of Trophy Club
Jim Moss
President
Trophy Club Municipal Utility District No.1
March 24, 2014 Town Council Joint Meeting Page 7 of 30
Attachment B
Old Town Development Presentation
March 24, 2014 Town Council Joint Meeting Page 8 of 30
1I
m
4J
�
O
CD
co
�
p
b�A
• �
'U_'
o
V
�
�
4—j
�
'�
ct
O
ct
ct
"d
I
I
I
I
I
I
I
I
bA
ct
4-jO
a
r 71
•�
c,�
�
bUA
,Ctct
�
r
•�
ct
V
�
ct
O
4-0
4-0
ct
a�
ct
O
ct
ct
4-0
N
o
o
rw
ct
W
�
�
4-04
W
i% -II
^I
ISI
�
�
•
.�
_ct
�
F-1
riTi)
4-0
F�1
• rl
�.A
O
�JQ---�II
�~.I
ctI
PLO
ct
O
O
O
CII
CII
V
1I
m
4J
�
O
CD
co
�
p
b�A
• �
'U_'
o
4—j
�
'�
ct
O
ct
ct
"d
I
I
I
I
I
I
I
I
bA
ct
4-jO
a
•
bUA
,Ctct
�
ct
ct
O
ct
ct
O
ct
ct
N
o
o
rw
ct
W
�
�
W
.�
_ct
�
F-1
riTi)
'
F�1
• rl
�.A
O
�JQ---�II
�~.I
ctI
PLO
ct
7�1
ct
A�'1
FSI
F,-1
FSI
�
I—�-•I
V 1
�
F—I
O
I
I
TT���
Vl
I
I
I
I
I
I
rO
rO�
5�
1I
m
O
H
A
a
O
OR
9�
T
N
00
M
00
O
�
V
�
Cl)
4-0
O
N
w
U
y
�
O
r"'
C
w
O
w
M
M
T
N
00
M
00
O
�
V
�
Cl)
O
N
N
U
�
w
�
�
O
V
v
w
O
w
M
T
N
00
M
00
0
Cl)
0
N
O
v
w
O
w
T
N
00
M
00
I
7 -
w
rk
R
I
�
�
N
C
�
�
O
N
O
a
H
Fil
o
cn
W
�
ct
o�
O
O
O
c
I
7 -
w
rk
R
I
�
�
N
C
0
R
C4
i
s --a
t -or
.)�Il
N
-T
1-1 A-zl P -lo
-'s
F-.!
.11 1
H-�c
E.1
unrd
E 0
onrnd
E
Wild
LL
-d
ul
r
jl
al
rI
91
LL
> z
IL Li
N!
J- kl
fw <
fi- C-
r-,
4�Y
F
�
' � MdM►r Flo
�
ct
U
�
�
N
3
N
�
uOu
1�
v
W
ct
O
O
o
+
W
M
O
ct
4-j
ct
J
O
Uj
cn
�
�
O
�
O
h
�.AL,
r-,
4�Y
F
�
' � MdM►r Flo
J
.M a �•�
� �
d
U
�
o
O
W
µ
LL
�
W x
a
.10
O
O
M
U
p
41
vi
'
W
N
C4
r-,
4�Y
F
�
' � MdM►r Flo
.M a �•�
� �
d
t�,
o
W
µ
LL
�
W x
a
.10
C-16
L L 1
1� ��_-Iii
J.1
�f
�. L�.74
= :
771
<
z
tT- Lu w
C)
o
N
5
OCf)
co
CO
W
Cn
�
-
U
LL
0
-000
0CY)�
0 L
U
W
�f
�. L�.74
= :
771
<
z
tT- Lu w
C)
o
N
0')r
o T—
o
r
0 o 0
N N N
0
Cl)
0
N
r
o
r
0
r
0
N
N
N
w
�
�
0
b14
O
O
x
O
O
O
4-0
U
F�
0
H
O
�
�
�o
a
w
kn
N
�
W
w
o
w
H
a
kn
O
�
I+I
O
W
O
o
W
O
O
N
0')r
o T—
o
r
0 o 0
N N N
0
Cl)
0
N
r
o
r
0
r
0
N
N
N
w
�
�
0
b14
O
O
x
O
O
O
U
F�
a�
0
H
O
�
�
�o
a
w
kn
w
o
w
H
a
bf3
�
I+I
O
M
r-�
O
0')r
o T—
o
r
0 o 0
N N N
0
Cl)
0
N
r
o
r
0
r
0
N
N
N
w
0')r
o T—
o
r
0 o 0
N N N
0
Cl)
0
N
o
bf3
Frl
I�+kn
C
w
�
�
0
b14
O
O
x
O
O
O
U
F�
a�
0
H
O
�
�
O
�
O
O
a
w
kn
N
r-�
0')r
o T—
o
r
0 o 0
N N N
0
Cl)
0
N
o
bf3
Frl
I�+kn
C
w
N
�
�
0
b14
O
O
x
O
O
O
kn
O
0')r
o T—
o
r
0 o 0
N N N
0
Cl)
0
N
x
0
x
Fowl
0
Cl)
V)
00&4
cn
C7
z
4zL7 � I A S
m iC
ci f
03
4- Wri
,� i -I 43 i i r a r �i n y �_ C
p A 6GI s ria
cd �_
CJ 5� t
7;V] y u i I t r $ L`} { } -F, %Jr (IIr 03
L::3 j yt,j C i S3
d
•'-I ,,/ 6r r a 4fa I.ad ti,v
M yna 4.1 rte-. n�
+`
w U IUJ A;L Lia rlr
n
M N w LAD —7 = 4r
m r I.art
_ s
r �•• 141
I M ii {ra va r n .� w {ra r a
fjt F F F i F g2t 4 • F + +�
I
c's
1w
J
_.:
GIG Fff—
or ow
�
Jw-
aat
N
c
r 0
r 0
i 0
U
0
H
v
CD
_ N
V
0
CD
W.co
� I N
Joe
IAIII A�m
E40
-�.Mff
� M
.
0
#"041
ok
�.
03
<
'
ul'ol
V
ZD LL
w
$
P
rd
w
e
y
_M
�
J
Tc
Cry
a
y
+�
�I �'yj
a
m
d
C
w
r�
f
{
s:a— A.A
InZ gcg��
J
J
i
�•r']
fyry
_
Hl�.il
W , X C
rcW CI
W
r—
r9
n 5 W
n
pEIAV@jjpi „
�I
e5
TV lopmem
ry~M
u�
-
F r U
£r�J
PL
C
1i
�l EekCL
Ln
w E
CL
_
o
4
ro
t3 �
J
UD
LU
22
Lq
rT�;r Pz -
Pt,��H �v
m
w
T�
7"I
5 5
1u d
y
_
17� — _ �
_ _o o
C:V TJ LO J Cl)
Q
�F
_
y
Y
w
11
O L
g
(a M C-0 a)
•�
C7C
LM CLO
C M
W
_ O n m
� tis e�] in
/�� /��
��� 7
�
�
W
i --I
Q i7
u un to n J
1111 El L
i
AW
til r-^ p C6 'r v2 47 47 r V c -o r -q j �°r ' 1�-*, %•
WW r'' w4n m ev ev'
�n
LIZ
EL
LU
zi AL
LA
co
Y
f. c r 4'A
C C
Q r5 ,� dr = LL-
F-
L-- ru
.
■ • p fit T9
• •, n C 'u r1l r t� eC p R L 7 m
� �, :� = _ � tee+.• .y:
� h
� � 'i � 9* jai. � .• -
a
� e
Mpp
'k7rJ.7
jo
4,
i
- iii
-
'' � � � is `' r,,! ", T ,�•`+ __ – �I_' i . s � ,�,�'(►+: _ •�.-,: _ '
- �—-..--•• +'ice L� o �' � � �_
•_ S .r' - - vac. r• �. `, � � —k _ ,u.i, � :.k _
n �
4
L
VIA
I
—
r
_
: ; •.•,, 03
I
m
J
_---
. . gym, r
4
L
�0
VIA
I
—
r
I
�0
I
—
r
I
E
41
4d
45
1 ,
�� r gs• 1� I. ° ,, : ..� ��-+ I , �'�'' '� fix' �' �^� ' � •
{ Ili '`4, �'
II- s� �1 y i
Ah 4 '
ell Blackord Global
{
b
„ e
1
.ei - :! j- 2 '+4..•�i i .�- �tr mak,
vpr'
F
r.` ; r
. 4
t y
41 •
rr _
714
-
��
r
L— titin _
A -
-17
F -
w
7
IL
LLI
-17
il
L/1
C
C
�
d�Lij
(D
EDE
ml
's
-lzj
CLO
+.A
_
co
*I
L�
(A
All
L
70
r
7t
\CVI
� V
0
L
Vol,
M
R-
0
f�
x
7D
0
1�
0)
O
O
C
7
O
U
c
0
H
v
0
N
V
N
t
Fo
N
1--I
1�
E o
Cl)C)•�
�I
r�„1
��
o
l)
)
Kidd
PLO{{y�'�
`
00
0
n
a,'
X
�(1)[7C)[
]
�
r -I
T
o
t -i
V
s --i
o
DL
0
M
o
C
L
*I
L�
(A
All
L
70
r
7t
\CVI
� V
0
L
Vol,
M
R-
0
f�
x
7D
0
1�
0)
O
O
C
7
O
U
c
0
H
v
0
N
V
N
t