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HomeMy WebLinkAboutContract 43640CITY SECRETARY cowraAClt4')° INTERLOCAL AGREEMENT STATE OF TEXAS § COUNTIES OF DALLAS AND TARRANT § WHEREAS the Dallas/Fort Worth International Airport Board, a joint board of the Cities of Dallas, Texas and Fort Worth, Texas (hereinafter "the Board"), the City of Dallas, Texas (hereinafter "Dallas"), the City of Fort Worth, Texas (hereinafter "Fort Worth") and the City of Coppell, Texas (hereinafter "Coppell"), desire to enter into this interlocal agreement for the sharing of Revenues as defined herein; WHEREAS Coppell desires to increase economic development and job creation opportunities for that portion of Coppell located within the geographical boundaries of the D/FW International Airport as it exists to date and/or as it may be expanded as permitted by law (the Property); and WHEREAS, in exchange for the Board, Dallas and Fort Worth encouraging and giving consideration to future economic development projects, Coppell is willing to share with Dallas and Fort Worth a portion of the Revenues generated on the Property; NOW, THEREFORE, for and in consideration of the mutual consideration, terms, and provisions contained herein, Dallas, Fort Worth, Coppell and the Board hereby enter into this Interlocal Agreement (hereinafter "Agreement"). I. For purposes of this Agreement, the following terms shall have the meanings set forth below: A. "The Property" shall mean that portion of Coppell located within the geographical boundaries of the D/FW International Airport (which is owned in fee simple by the Board, Dallas, and/or Fort Worth) as it exists to date and/or as it may be changed as permitted by law. B. "Revenues" shall be an amount equal to the sum of the following amounts collected, credited to and/or received by Coppell in any calendar year and which are generated on the Property: (i) the annual maintenance and operation portion of the ad valorem tax levy on real property and personal OFFICOM CORD property, i.e. excluding the portion necessary for general obligation debt service, (ii) sales and use taxes (excluding those special sales tax levies raTif SEMEN Y dedicated for specific purposes, such as crime districts, ad valorem tax [ 'o ©R gz119 reduction, 4B Development Corporations, Transit Authorities and, except - - for hotel occupancy taxes covered by subsection (iii) hereof, other taxes and/or assessments collected and dedicated for specific purposes 09-25-12 P02:34 IN authorized by law); (iii) hotel occupancy taxes authorized by Chapter 351 of the Texas Government Code; (iv) that portion of any utility franchise tax received from the Property; (v) municipal court revenues, including fines, fees and court costs resulting from citations written on the Property, excluding fees and costs which are required by state law to be dedicated to a specific fund and/or purpose or which are mandated by state law to be assessed as an administrative cost or collection fee; (vi) mixed beverage taxes; (vii) all taxes authorized in Chapters 334 and 335 of the Local Government Code, and (viii) all other general revenue tax levies, save and except such levies other than municipal hotel occupancy taxes which are dedicated and utilized for specific purposes or are replacing taxes dedicated and utilized for specific purposes under requirements of state law. II. For each year of this Agreement, Coppell agrees to share Revenues with Dallas and Fort Worth in the followmg percentages: one-third (1/3) to Coppell, and the remaining two- thirds (2/3) shall be shared by Dallas and Fort Worth in proportion to their respective ownership interest in the D/FW Airport. This Agreement does not, in any manner, create a guarantee to Dallas and Fort Worth that any particular amount will be received, credited to, or collected by Coppell Only those funds actually collected shall be counted for the purpose of determining the amount of payment Coppell owes under this Agreement and bad debts and/or insufficient fund instruments shall not be counted unless good funds are actually collected. Coppell agrees to diligently pursue, at its own expense, collection of any said bad debts or insufficient fund instruments to the full extent permitted by law. Coppell agrees that, with respect to all or any portion of the Property or any person, corporation, or entity using or occupying all or any portion of the Property, it will not grant, enter into, or authorize any tax abatement agreements, tax increment reinvestment zones (also known as "TIFs" or ` TIRZs"), enterprise zones, public improvement districts, or any other special incentive plan pursuant to which (i) taxes that would be collected by Coppell but, in accordance with state law, are not required to be collected or (ii) taxes collected by Coppell are in accordance with state law, required to be used for a specific purpose stipulated by such law, unless all Parties agree in writing in advance to such plan, as evidenced by duly adopted resolutions of the governing bodies of the parties hereto. If Coppell grants, enters into, or authorizes any economic development program grant pursuant to Chapter 380 of the Texas Local Government Code with respect to all or any portion of the Property or any person, corporation, or entity using or occupying all or any portion of the Property and the amount of any such grant is based, in whole or in part, on the receipt of certain taxes that are included within the definition of "Revenues" under this Agreement, such taxes shall nevertheless be payable to Dallas and Fort Worth in accordance with this Agreement unless all Parties 2 agree in writing in advance of Coppell's authorization of the grant to exempt such taxes from that obligation, as evidenced by duly adopted resolutions of the governing bodies hereto. Coppell also agrees to levy and take all necessary action to collect all taxes, fees, etc. which would be applicable against all properties, persons, individuals and corporations affected by this Agreement IV. This revenue sharing Agreement shall not be construed as affecting any Revenues of Coppell other than those Revenues generated on the Property Revenues generated outside of the Property (including Revenues of Dallas and Fort Worth) shall not be considered when calculating Revenues under this Agreement V. Nothing in this Agreement should be construed as altering, changing or amending, in any way, the tax status or exemptions for publicly owned property. Nothing in this Agreement shall be deemed to be a pledge of any specific tax or other revenues by Coppell, it being understood that any payments to be made by Coppell hereunder will be made from current revenues available for any municipal purpose. VI. This Agreement is designed to benefit all parties including Coppell, Dallas, Fort Worth, and the Board. More specifically, the Agreement is designed to more equitably distribute a portion of revenues amongst the three cities, while encouraging the further development and growth of D/FW International Airport. The Cities of Dallas and Fort Worth and the Board agree that as a result of this Agreement, development opportunities within the Pioperty which are consistent with the development policies of the Board shall be encouraged. In an effort to encourage the growth and development of D/FW International Airport and because of the close proximity of Coppell's utilities to developments that fall within the Property, Coppell shall permit tie-in and use of utilities by Board tenants for those developments that fall within the Property under similar terms and conditions as permitted for other properties within the City of Coppell. VII. The Board and the City of Coppell agree to consult with each other, on a regularly scheduled basis, as it relates to the types of development and the development criteria which will be permitted on the Property. The consultation shall be for the express purpose of complementing developments adjacent to the Property and coordinating uniformity in development criteria; however, all final development decisions shall be at the Board's sole 3 discretion and nothing herein shall be construed as submitting the Property to the zoning authority of the City of Coppell VIII. All parties agree to provide a vigorous defense of this Agreement in the event of litigation by a third party to challenge the validity or enforceability of this Agreement The cost of such defense shall be apportioned based on the percentages specified in Section II hereof with respect to litigation concerning Revenues In the event of any adverse judicial decision or any other reason the anticipated sharing of Revenues is not allowed, the parties agree to use their best efforts and cooperate with each other to enter into alternative arrangements to share revenues as contemplated herein. This section does not alter or diminish Coppell's obligation in Section II to pay all the costs of collecting revenues. IX. The amount of Revenues generated in subsequent years shall be verified by the independent auditor of the City of Coppell with the cost of such verification being apportioned based on the percentages specified in Section II hereof with respect to Revenues. Dallas and Fort Worth, or their designated representatives, shall be entitled, no more frequently than annually, to audit Coppell's records of Revenues In an effort to aid in the audit and subsequent payment of Revenues defined herein, the Board agrees to place in all new leases of its Property as described in Section I(A) herein entered into after the date of this Agreement, a provision which requires airport tenants to divulge taxes paid on the Property and utility fees paid on the Property from which franchise taxes covered hereunder are calculated, and/or to permit access to such inforrnation as will identify those taxes and fees paid on the Property. Coppell agrees to pay Dallas and Fort Worth their respective shares of Revenues attributable to each calendar year by March 31 st of the following calendar year, unless otherwise agreed in writmg signed by all parties hereto. X. This Agreement shall be governed by the laws of the State of Texas and the applicable laws of the United States of America, and venue on any suit brought hereunder shall lie exclusively in Dallas or Tarrant County, Texas. XI. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and in lieu of each provision of this Agreement that is illegal, invalid, or unenforceable, there shall be added a 4 new provision to this Agreement as similar in terms to such illegal invalid, or unenforceable provision as may be possible and yet be legal, valid and enforceable, by means of good faith negotiation by the parties to this Agieement. XII. This Agreement shall be perpetual and may be terminated only by the mutual written agreement of all the parties hereto. XIII. This Agreement shall become effective between the parties hereto on the day of its approval by all of the City Councils of Dallas, Fort Worth and Coppell and by the Board and shall continue in effect until it has been terminated according to this Agreement. XIV. This Agreement may be amended or modified only by the mutual agreement of all the parties hereto, in writing, to be attached to and incorporated into this Agreement. XV. This Agreement contains all commitments and agreements of all the parties, and oral or written commitments not contained herein shall have no force or effect to alter any term or condition of this Agreement XVI. This Agreement shall be executed by the duly authorized official(s) of the parties as expressed in the approving resolutions or orders of the governing bodies of each such party, copy of which are attached hereto. XVII. In the event that the Board, Dallas and Fort Worth enter into a future agreement with another jurisdiction located within the geographical boundaries of the D/FW International Airport as it now exists and/or it may be changed for the sharing of Revenues, and that agreement provides that such jurisdiction shall retam a larger percentage of Revenues than that retained by Coppell pursuant to this Agreement, then in such event this Agreement shall be amended effective as of the date of such future agreement to provide for Coppell's 5 retention of the same percentage of future Revenues hereunder. Coppell acknowledges that the current lack of sharing of hotel occupancy taxes from other municipalities with taxing authority on the airport does not violate this section of the Agreement or otherwise constitute a basis for Coppell to void the tax sharing obligation created by this Agreement; provided, however, that Board hereby commits not to build new hotels or lease ground for new hotels within Irving, or within any part of Grapevine that is separated from the airport passenger terminal buildings by a controlled access highway, unless the municipal taxing jurisdiction agrees to share hotel occupancy taxes in the same proportions as agreed in this Agreement. XVIII. This Agreement shall constitute Coppell's consent to retail development within the Property pursuant to Texas Transportation Code Section 22.090. EXECUTED on the dates set forth below. By: THE CI Y OF COPPELLc TEXAS dk Date: N HUNT, Mayor THE CITY OF DALLAS, TEXAS MARY K. SUHM, City ► ager By: Assi§ta City Manager Date: Jeo/IfP.,enfrv//, 0.20/a Approve as to orm: Coppell City Attorney Approved as to form: THOMAS P. PERKINS, JR., City Attorney By: Assistant Ci orney 6 THE CITY OF FORT WORTH, TEXAS By: • TOM I�IG INS CManager Date: / A-7 � U� -- r A714, Mary J. Kayier Fort Worth Ay Attorney THE DALLAS/FORT WORTH INTERNATIONAL AIRPORT BOARD By: P. FEG Chief Executive Officer Date: Pi?. y !� Approved- a s to form: 7 DFW Airport Legal Counsel c _ CQntr act Pate 7 zi OFF1CI14- RECORD cn3v SLGRFTARY E��� vVORTr,T DALLAS/FORT WORTH INTERNATIONAL AIRPORT 3200 EAST AIRFIELD DRIVE, P.O. BOX 619428 DFW AIRPORT, TEXAS 75261-9428 www.dfwairport.com T 972 973 8888 F 972 973 5751 August 2, 2012 STATE OF TEXAS COUNTY OF DALLAS § COUNTY OF TARRANT § I, Donna J. Schnell, Board Secretary of the Dallas -Fort Worth International Airport Board, do hereby certify that the attached is a true and correct copy of Resolution No. 2012-07-251, approved by the Dallas -Fort Worth International Airport Board of Directors at its Board Meeting held on July 12, 2012 WITNESS MY HAND AND SEAL OF THE DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD, this the 2nd of August 2012 001e- '• 2,&-Lell Donna J. Schnell J Board Secretary DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD OFFICIAL BOARD ACTION/RESOLUTION Date Committee Subject Resolution # 07/12/2012 Concessions/Commercial Interlocal Agreement with the City of Coppell, the 2012-07-251 Development City of Dallas and the City of Fort Worth Action That the Chief Executive Officer or designee be authorized to enter into an Interlocal Agreement with the City of Coppell, the City of Dallas, and the City of Fort Worth regarding a tax -sharing arrangement. Description • The City of Coppell would agree to share with Dallas and Fort Worth tax and other revenues received and/or collected by the City of Coppell from within the boundaries of Dallas/Fort Worth International Airport in exchange for the encouragement of further development and growth of the Airport property that falls within the geographical boundaries of the City of Coppell. Justification • This agreement is designed to benefit all parties including Coppell, Dallas, Fort Worth, and the Airport Board. This agreement is designed to more equitably distribute revenues amongst the three cities, while encouraging the further development and growth of Dallas/Fort Worth International Airport. D/M/WBE Information • N/A - In accordance with the Board's M/WBE Program, no M/WBE goal was set for this Contract due to the nature of the procurement which does not lend itself to subcontracting opportunities Schedule/Term • This agreement shall be perpetual in nature and may only be terminated by the mutual written agreement of all the parties The agreement shall become effective between the parties on the day of its approval by all of the City Councils of Dallas Fort Worth, and Coppell and by the Airport Board and shall remain in effect until it has been terminated consistent with the terms of the agreement. Contract # Agreement # Purchase Order # Action Amount Revised Amount $0 $0 For Information contact Fund Project # External Funding Source Amount John Terrell $0 3-4655 SUMMARY OF PROPOSED INTERLOCAL AGREEMENT WITH THE CITY OF COPPELL. THE CITY OF DALLAS, AND THE CITY OF FORT WORTH PERTAINING TO A TAX SHARING ARRANGEMENT The Interlocal Agreement between the Dallas/Fort Worth International Airport Board, the City of Dallas, the City of Fort Worth, and the City of Coppell, would establish an arrangement to share tax and other revenues received and/or collected by the City of Coppell within the boundaries of Dallas/Fort Worth International Airport. In exchange for this arrangement, the Board, Dallas, and Fort Worth would encourage and give consideration to the development of future economic development projects to be located on that portion of Coppell located within the geographical boundaries of the Dallas/Fort Worth International Airport Under the proposed agreement, Coppell would agree to share any revenues with Dallas and Fort Worth in the following percentages: one-third (1/3d) to Coppell and the remaining two- thirds (2/3`d) would be shared by the City of Dallas and the City of Fort Worth in proportion to their respective ownership interest in the Dallas/Fort Worth International Airport. Revenues would include the sum of (1) the annual maintenance and operation portion of the ad valorem tax levy on real and personal property (excluding the portion for general obligation debt service), (2) sales and use taxes (excluding those special sales tax levies dedicated for specific purposes such as crime districts, 4B Development Corporations, transit authorities, and other taxes and/or assessments collected and dedicated for specific purposes pursuant to written agreements), (3) that portion of franchise tax received from properties located within DFW International Airport, (4) Municipal Court revenues from citations written on DFW Airport Property (excluding fees and cost collected and required to be submitted to the State of Texas), (5) mixed beverage taxes, (6) all taxes authorized in Chapters 334 and 335 of the Local Government Code and (7) hotel occupancy taxes authorized by Chapter 351 of the Texas Government Code; (8) all other general revenue tax levies received, credited to and/or collected by Irving, except such levies which are dedicated and utilized for specific purposes or are replacing taxes dedicated and utilized for specific purposes under requirements of state law. In exchange for this sharing of revenues, the Airport Board, the City of Dallas and the City of Fort Worth agree to encourage development opportunities within this property provided that they are consistent with the development of the Airport Board. In an effort to encourage the growth and development of the airport, Coppell agrees to permit tie-in and use of facilities by airport tenants for those developments that fall within the property. All parties agree to provide a vigorous defense of this agreement in the event of litigation and such cost of defense shall be apportioned based on the respective share of revenues realized under this agreement. The Board and the City of Coppell agree to consult with each other, on a regularly scheduled basis, as it relates to the types of development and the development criteria which will be permitted on the Property; however, all final development decisions shall be at the Board's sole discretion. In the event that the Airport Board, Dallas, and Fort Worth enter into a future agreement with any other municipality within the geographical boundaries of the Airport for the sharing of revenues and that new agreement provides that the municipality retains a larger percentage of the revenues than contemplated under the agreement with Coppell, then this agreement would be amended to provide for Coppell s retention of that same percentage of revenues. City of Dallas Sri A`1E th THXAS COUNTY V IALLAS § CITY OF IALLAS § I, BILI' IRAF JOHNSON, Assistant City Secretary of the City of Dallas, Texas, do hereby certify that the attached is a true and correct copy of part of: FILE NO. 12-2091 filed in my office as official records of the City of Dallas, and that I have custody and control of said records. WITNESS MY HAND AND THE SEAL OF THE CITY OF DALLAS, T 4th day of SEPTEMBER, 2012. BIL1ERAE JO N ON ASSISTANT CI 'SECRETARY CITY OF DALLAS, TEXAS PREPARED BY: LT :. A 0 I i+ U ,„„„, n. tr,,,. ,1 ,T‘ of n • o°°000 oO 0 0 0 - 0 d U 9Q p 0 0 H O 0 °" 0 0 0 "00 U 0 0 (I) c 0 is o a o e O 0 0 ° ° ��e•Hisi11++o 7,XAS, this the OFFICE OF THE CITY SECRETARY CITY HALL DALLAS, TEXAS 75201 TELEPHONE 214/670-3738 COUNCIL CHAMBER August 22, 212 WHEREAS, the City of Coppell will receive benefits from the development of the portion of its city limits located within the Dallas/Fort Worth International Airport (Airport) boundaries, including an increase in tax revenues; and WHEREAS, the Dallas/Fort Worth International Airport Board (The Board) and the Cities of Dallas and Fort Worth are interested in encouraging the development of that portion of the Airport that lies within the limits of the City of Coppell provided Coppell agrees to share a portion of its tax revenues from such property; and WHEREAS, The Board, the City of Dallas, the City of Fort Worth, and the City of Coppell, desire to enter into an Interlocal Agreement for the sharing of tax revenues generated on that portion of Airport property located within the city limits of Coppell: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DALLAS: Section 1. That the City of Dallas hereby authorizes the City Manager, upon approval as to form by the City Attorney, to execute an Interlocal Agreement with The Board, the City of Fort Worth, and the City of Coppell for the sharing of tax revenues generated from that portion of Airport property lying within the boundaries of the City of Coppell, in substantially the form attached hereto as Exhibit A. S ection 2. That the tax revenues generated from the Airport property located within the City limits of Coppell will be shared as follows 1/3 will remain with Coppell and the remaining 2/3 will be shared by Dallas (7/11) and Fort Worth (4/11) in proportion to each city's respective ownership interest in the Airport. S ection 3. That the City Controller be authorized to receive and deposit revenues from this agreement in the General Fund 0001, Dept. BMS, Unit 1991, Revenue Source 6514. S ection 4. That this resolution shall take effect immediately after its passage in accordance with the Charter of the City of Dallas, and it is accordingly so resolved. APPROVED BY CITY COUNCIL AUG 2 2 2012 City Secretary FORT WORTH STATE OF TEXAS COUNTIES OF TARRANT, DENTON, PARKER AND WISE § I, MARY J. KAYSER, City Secretary of the City of Fort Worth, Texas do hereby certify that the above and foregoing is a true and correct copy of Mayor and Council Communication No. P-25799, duly presented and adopted by the City Council of the City of Fort Worth, Texas, at a regular meeting held on the 21st day of August, 2012, as same appears of record in the Office of the City Secretary. WTI1 ES S MY HAND and the Official Seal of the City of Fort Worth, Texas, this the 4t11 day of September, 2012. f Mary J. Kayser, CA .Secretary of the City of Fort Worth exas as ���� � �, 0000000 z? , \ A 00 ` 0 o icy oo° 0 000000000 b Mtn n�j�p50-o City Secretary's Office City of Fort Worth* 1000 Throckmorton Street*Fort Worth, Texas 76102 (817) 392-6150*FAX (817) 392-6196 M&C Review Page 1 of 2 COUNCIL ACTION: Approved on 8/21/2012 Official site of the City of Fort Worth, Texas FORT WORTII DATE: 8/21/2012 REFERENCE NO • C-25799 LOG NAME: CODE: C TYPE: NON -CONSENT PUBLIC HEARING: SUBJECT: Authorize Execution of an Interlocal Agreement Between the Dallas/Fort Worth International Airport Board of Directors and the Cities of Coppell and Dallas to Provide for the Sharing of Incremental Tax Revenues (ALL COUNCIL DISTRICTS) 17COPPELLILA NO RECOMMENDATION: It is recommended that the City Council authorize the execution of an Interlocal Agreement between the Dallas/Fort Worth International Airport Board of Directors and the Cities of Coppell and Dallas for the sharing of incremental tax revenues generated by future economic development projects within the portion of Coppell located within the geographical boundaries of the Dallas/Fort Worth International Airport. DISCUSSION: On July 24, 2012, the City Council of Coppell authorized the execution of an Interlocal Agreement to provide for the sharing of incremental tax revenues generated by future economic development projects within the portion of Coppell located within the geographical boundaries of the D/FW International Airport. For each year of the Agreement, the City of Coppell will share increased revenues from the M&O portion of the ad valorem tax on real and personal property, sales and use tax, hotel occupancy tax, utility franchise tax, municipal court revenues, mixed beverage taxes and other general revenue tax with 1/3 going to Coppell and 2/3 going to the Cities of Dallas and Fort Worth in proportion to their respective ownership interest in the Dallas/Fort Worth International Airport. The City of Coppell agrees that it will not enter into any tax abatement Agreements, tax increment reinvestment zones, enterprise zones, public improvement districts or any other special incentive plan which would impact any revenues due Dallas and/or Fort Worth unless all parties agree in writing in advance of such a plan. In addition, if Coppell enters into an economic development program grant Agreement under Chapter 380 of the Texas Local Government Code, any tax revenues subject to the Interlocal Agreement will be payable to Dallas and Fort Worth unless all parties agree in writing to exempt those taxes from the obligation prior to Coppell's authorization of the grant Agreement. The Interlocal Agreement will become effective when it has been approved by the City Councils of Fort Worth, Dallas Coppell and by the Dallas/Fort Worth International Airport Board of Directors. The Dallas/Fort Worth International Airport Board of Directors took action on the Agreement at its July 12, 2012 board meeting The City of Dallas is expected to take action on the Agreement at its August 22, 2012 City Council meeting. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no immediate effect on City funds. http://apps.cfwnet org/council_packet/mc_review.asp7ID=171 86&councildate=8/21 /2012 9/4/2012 M&C Review Page 2 of 2 TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for Citv Manager's Office bv: Fernando Costa (6122) Oriainatinq Department Head: Jay Chapa (5804) Additional Information Contact: Robert Sturns (8003) ATTACHMENTS http://apps.cfwnet.org/councilpacket/mc review.asp?ID=17186&councildate=8/21/2012 9/4/2012 T H E C I T Y O F STATE OF TEXAS COUNTY OF DALLAS CITY OF COPPELL COPPELL CERTIFICATE OF CITY SECRETARY I, Christel Pettinos, the undersigned, City Secretary of Coppell, Texas, a municipal corporation, in the performance of the functions of my office, hereby certify that the attached document is a true and correct copy of the Coppell Resolution No. 2012-.0724.1, duly passed by the City Council of the City of Coppell, Texas on July 24, 2012; and that I am the lawful possessor and have legal custody of the City records. Witness my hand and seal of office at my office in Coppell, Texas, this the 23id day of August, 2012. • Christel Pettino; City Secretary eSiti J 255 PARKWAY * P.O.BOX 9478 * COPPELL TX 75019 * TEL 972/462 0022 * FAX 972/304 3673 CITY OF COPPELL RESOLUTION NO40it? —01°2 `74 l A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN INTERLOCAL AGREEMENT BETWEEN THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD, CITY OF DALLAS, TEXAS, CITY OF FORTH WORTH, TEXAS, AND THE CITY OF COPPELL, TEXAS TO PROVIDE FOR THE APPORTIONMENT OF Al) VALOREM TAXES, SALES TAX, HOTEL OCCUPANCY TAX AND COURT FINES FOR PROPERTY LOCATED WITHIN THE DALLAS FORT WORTH INTERNATIONAL AIRPORT AND THE CITY OF COPPELL, TEXAS; PROVIDING A REPEALING CLAUSE; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Dallas International Airport Board has determined that it is in the best interest for the viability of the airport to cause construction within the airport boundaries ; and WHEREAS, a portion of such airport property which is within the ownership of the cities of Dallas and Fort Worth; and WHEREAS, such portion of the property lies within the corporate limits of the City of Coppell ; and WHEREAS, the respective governing bodies of each of the named parties hereto have determined that it is in the best interest for future development to provide for the apportionment of ad valorem tax, sales tax, hotel occupancy tax and court fines; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: Section 1. That the Interlocal Agreement by and between Dallas Fort Worth International Airport Board, City of Dallas, Texas, City of Fort Worth, Texas, and the City of Coppell, Texas, a copy of which is attached hereto and incorporated herein by reference as Exhibit "A," is in all things hereby approved. Section 2. That the Mayor of the City of Coppell is authorized to execute said Agreement for the purposes recited therein. TM 56447 Section 3. That should any word, phrase, paragraph, or section of this Resolution be held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this Resolution as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Resolution as a whole. Section 4. That all provisions of the resolutions of the City of Coppell, Texas, in conflict with the provisions of this Resolution be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this Resolution shall remain in full force and effect. Section 5. That this Resolution shall take effect on and after its adoption by the City Council of the City of Coppell. PASSED AND APPROVED this day of CC] , 2012. APPRO ROBERT E HAGER (REH/mpm 7/17/12) ATTORNEY PRO SELBO HUNT, MA ST: R 1 RISTEL PETT OS, CITY SEfCRETARY Page 2 TM 55379 EHIBIT "A" Interlocal Agreement (to be attached) Page 3 TM 55379 STATE OF TEXAS INTERLOCAL AGREEMENT COUNTIES OF DALLAS AND TARRANT WHEREAS the Dallas/Fort Worth International Airport Board, a joint board of the Cities of Dallas, Texas and Fort Worth, Texas (hereinafter "the Board"), the City of Dallas, Texas (hereinafter ` Dallas"), the City of Fort Worth, Texas (hereinafter "Fort Worth") and the City of Coppell, Texas (hereinafter "Coppell"), desire to enter into this interlocal agreement for the sharing of Revenues as defined herein; WHEREAS Coppell desires to increase economic development and job creation opportunities for that portion of Coppell located within the geographical boundaries of the D/FW International Airport as it exists to date and/or as it may be expanded as permitted by law (the Property); and WHEREAS, in exchange for the Board, Dallas and Fort Worth encouraging and giving consideration to future economic development projects, Coppell is willing to share with Dallas and Fort Worth a portion of the Revenues generated on the Property; NOW, THEREFORE, for and in consideration of the mutual consideration, terms, and provisions contained herein, Dallas, Fort Worth, Coppell and the Board hereby enter into this Interlocal Agreement (hereinafter "Agreement"). I. For purposes of this Agreement, the following terms shall have the meanings set forth below: A. "The Property" shall mean that portion of Coppell located within the geographical boundaries of the D/FW International Airport (which is owned in fee simple by the Board, Dallas, and/or Fort Worth) as it exists to date and/or as it may be changed as permitted by law. B. "Revenues" shall be an amount equal to the sum of the following amounts collected, credited to and/or received by Coppell in any calendar year and which are generated on the Property: (i) the annual maintenance and operation portion of the ad valorem tax levy on real property and personal property, i.e. excluding the portion necessary for general obligation debt service; (ii) sales and use taxes (excluding those special sales tax levies dedicated for specific purposes, such as crime districts, ad valorem tax reduction, 4B Development Corporations, Transit Authorities and, except for hotel occupancy taxes covered by subsection (iii) hereof, other taxes and/or assessments collected and dedicated for specific purposes authorized by law); (iii) hotel occupancy taxes authorized by Chapter 351 of the Texas Government Code; (iv) that portion of any utility franchise tax received from the Property; (v) municipal court revenues, including fines, fees and court costs resulting from citations written on the Property, excluding fees and costs which are required by state law to be dedicated to a specific fund and/or purpose or which are mandated by state law to be assessed as an administrative cost or collection fee (vi) mixed beverage taxes; (vii) all taxes authorized in Chapters 334 and 335 of the Local Government Code, and (viii) all other general revenue tax levies, save and except such levies other than municipal hotel occupancy taxes which are dedicated and utilized for specific purposes or are replacing taxes dedicated and utilized for specific purposes under requirements of state law. II. For each year of this Agreement, Coppell agrees to share Revenues with Dallas and Fort Worth in the following percentages: one-third (1/3) to Coppell, and the remaining two- thirds (2/3) shall be shared by Dallas and Fort Worth in proportion to their respective ownership interest in the D/FW Airport. This Agreement does not, in any manner, create a guarantee to Dallas and Fort Worth that any particular amount will be received, credited to, or collected by Coppell. Only those funds actually collected shall be counted for the purpose of determining the amount of payment Coppell owes under this Agreement; and bad debts and/or insufficient fund instruments shall not be counted unless good funds are actually collected. Coppell agrees to diligently pursue, at its own expense, collection of any said bad debts or insufficient fund instruments to the full extent permitted by law. Coppell agrees that, with respect to all or any portion of the Property or any person, corporation, or entity using or occupying all or any portion of the Property, it will not grant, enter into, or authorize any tax abatement agreements, tax increment reinvestment zones (also known as "TIFs" or ` TIRZs"), enterprise zones, public improvement districts, or any other special incentive plan pursuant to which (i) taxes that would be collected by Coppell but, in accordance with state law, are not required to be collected or (ii) taxes collected by Coppell are in accordance with state law, required to be used for a specific purpose stipulated by such law, unless all Patties agree in writing in advance to such plan, as evidenced by duly adopted resolutions of the governing bodies of the parties hereto. If Coppell grants, enters into, or authorizes any economic development program grant pursuant to Chapter 380 of the Texas Local Government Code with respect to all or any portion of the Property or any person, corporation, or entity using or occupying all or any portion of the Property and the amount of any such grant is based, in whole or in part, on the receipt of certain taxes that are included within the definition of "Revenues" under this Agreement, such taxes shall nevertheless be payable to Dallas and Fort Worth in accordance with this Agreement unless all Parties 2 tgree in writing in advance of Coppell's authorization of the grant to exempt such taxes from that obligation, as evidenced by duly adopted resolutions of the governing bodies hereto. Coppell also agrees to levy and take all necessary action to collect all taxes, fees, etc. which would be 'applicable against all properties, persons, individuals and corporations affected by this Agreement. IV. This revenue sharing Agreement shall not be construed as affecting any Revenues of Coppell other than those Revenues generated on the Property. Revenues generated outside of the Property (including Revenues of Dallas and Fort Worth) shall not be considered when calculating Revenues under this Agreement. V. Nothing in this Agreement should be construed as altering, changing or amending, in any way, the tax status or exemptions for publicly owned property. Nothing in this Agreement shall be deemed to be a pledge of any specific tax or other revenues by Coppell, it being understood that any payments to be made by Coppell hereunder will be made from current revenues available for any municipal purpose. VI. This Agreement is designed to benefit all parties including Coppell, Dallas, Fort Worth, and the Board. More specifically, the Agreement is designed to more equitably distribute a portion of revenues amongst the three cities, while encouraging the further development and growth of D/FW International Airport. The Cities of Dallas and Fort Worth and the Board agree that as a result of this Agreement, development opportunities within the Property which are consistent with the development policies of the Board shall be encouraged. In an effort to encourage the growth and development of D/FW International Airport and because of the close proximity of Coppell's utilities to developments that fall within the Property, Coppell shall permit tie-in and use of utilities by Board tenants for those developments that fall within the Property under similar terms and conditions as permitted for other properties within the City of Coppell. VII. The Board and the City of Coppell agree to consult with each other, on a regularly scheduled basis, as it relates to the types of development and the development criteria which will be permitted on the Property. The consultation shall be for the express purpose of complementing developments adjacent to the Property and coordinating uniformity in development criteria; however, all final development decisions shall be at the Board's sole 3 discretion and nothing herein shall be construed as submitting the Property to the zoning authority of the City of Coppell. VIII. All parties agree to provide a vigorous defense of this Agreement in the event of litigation by a third party to challenge the validity or enforceability of this Agreement. The cost of such defense shall be apportioned based on the percentages specified in Section II hereof with respect to litigation concerning Revenues. In the event of any adverse judicial decision or any other reason the anticipated sharing of Revenues is not allowed, the parties agree to use their best efforts and cooperate with each other to enter into alternative arrangements to share revenues as contemplated herein. This section does not alter or diminish Coppell's obligation in Section II to pay all the costs of collecting revenues. Ix. The amount of Revenues generated in subsequent years shall be verified by the independent auditor of the City of Coppell with the cost of such verification being apportioned based on the percentages specified in Section II hereof with respect to Revenues. Dallas and Fort Worth, or their designated representatives, shall be entitled, no more frequently than annually, to audit Coppell's records of Revenues. In an effort to aid in the audit and subsequent payment of Revenues defined herein, the Board agrees to place in all new leases of its Property as described in Section I(A) herein entered into after the date of this Agreement, a provision which requires airport tenants to divulge taxes paid on the Property and utility fees paid on the Property from which franchise taxes covered hereunder are calculated, and/or to permit access to such information as will identify those taxes and fees paid on the Property. Coppell agrees to pay Dallas and Fort Worth their respective shares of Revenues attributable to each calendar year by March 31st of the following calendar year, unless otherwise agreed in writing signed by all parties hereto. Y. This Agreement shall be governed by the laws of the State of Texas and the applicable laws of the United States of America, and venue on any suit brought hereunder shall lie exclusively in Dallas or Tarrant County, Texas. XI. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and in lieu of each provision of this Agreement that is illegal, invalid, or unenforceable, there shall be added a 4 new provision to this Agreement as similar in terms to such illegal invalid, or unenforceable provision as may be possible and yet be legal, valid and enforceable, by means of good faith negotiation by the parties to this Agreement. XII. This Agreement shall be perpetual and may be terminated only by the mutual written agreement of all the parties hereto. XIII. This Agreement shall become effective between the parties hereto on the day of its approval by all of the City Councils of Dallas, Fort Worth and Coppell and by the Board and shall continue in effect until it has been terminated according to this Agreement. XIV. This Agreement may be amended or modified only by the mutual agreement of all the parties hereto, in writing, to be attached to and incorporated into this Agreement. XV. This Agreement contains all commitments and agreements of all the parties, and oral or written commitments not contained herein shall have no force or effect to alter any term or condition of this Agreement. XVI. This Agreement shall be executed by the duly authorized official(s) of the parties as expressed in the approving resolutions or orders of the governing bodies of each such party, copy of which are attached hereto. XVII. In the event that the Board, Dallas and Fort Worth enter into a future agreement with another jurisdiction located within the geographical boundaries of the D/FW International Airport as it now exists and/or it may be changed for the sharing of Revenues, and that agreement provides that such jurisdiction shall retain a larger percentage of Revenues than that retained by Coppell pursuant to this Agreement, then in such event this Agreement shall be amended effective as of the date of such future agreement to provide for Coppell's 5 retention of the same percentage of future Revenues hereunder. Coppell acknowledges that the current lack of sharing of hotel occupancy taxes from other municipalities with taxing authority on the airport does not violate this section of the Agieement or otherwise constitute a basis for Coppell to void the tax sharing obligation created by this agreement; provided, however, that Board hereby commits not to build new hotels or lease ground for new hotels within Irving, or within any part of Grapevine that is separated from the airport passenger terminal buildings by a controlled access highway, unless the municipal taxing jurisdiction agrees to share hotel occupancy taxes in the same proportions as agreed in this Agreement. XVIII. This Agreement shall constitute Coppell's consent to retail development within the Property pursuant to Texas Transportation Code Section 22.090. EXECUTED on the dates set forth below. THE CITY OF COPPELL, TEXAS By: Date: Karen Hunt, Mayor THE CITY OF DALLAS, TEXAS MARY K. SUHM, City Manager B y: Assistant City Manager Date: THE CITY OF FORT WORTH, TEXAS Approved as to form: Coppell City Attorney Attested: Coppell City Secretary APPROVED AS TO FORM: THOMAS P. PERKINS, JR., City Attorney By: Assistant City Attorney 6 By: Approved as to form: Tom Higgins, City Manager Date: Fort Worth City Attorney Attested: Fort Worth City Secretary THE DALLAS/FORT WORTH INTERNATIONAL AIRPORT BOARD By: Jeffrey P. Fegan, Chief Executive Officer Date: Approved as to form: DFW Airport General Counsel Attested: DFW Airport Board Secretary