MINUTES OF THE CITY COUNCIL, FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 BOARD OF DIRECTORS, & PARKS AND RECREATION ADVISORY BOARD JOINT MEETING APRIL 14, 2025 1. CALL TO ORDER AND CONFIRM A QUORUM A. City Council Call to Order and Confirm a Quorum Mayor Billings called the Regular meeting of the Fate City Council to order at 5:45 p.m. on the 7th day of April 2025, in the Fate City Hall 1900 CD Boren Parkway, Fate, Texas. Victoria Raduechel, City Secretary, confirmed the presence of a quorum. Council Members Present: David Billings, Mayor Codi Chinn Mark Harper, Deputy Mayor Pro Tem Scott Kelley Allen Robbins, Mayor Pro Tem Mark Hatley Lance Megyesi Council Members Absent: None City Staff Present: Michael Kovacs, City Manager Steven Downs, Assistant City Manager Jennifer Richie, City Attorney Victoria Raduechel, City Secretary Leigh Corson, Director of Human Resources Lyle Lombard, Director of Public Safety Jordan Pope, DPS Public Safety Officer Steve Gilbert, Director of Community Services and Building Safety Scott Monaghan, Director of Public Works Teresa Stevens, Accounting Manager Matt Wavering, Economic Development Director Yvonne Lane, Economic Development and Community Development Specialist Shelbi Stofer, Public Engagement Coordinator Ryan Wells, Director of Planning and Development Services Omar Williams, Assistant to the City Manager Michael Wright, IT Manager April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 1 of 16 B. Fate Municipal Development District No. 1 Board of Directors Call to order and confirm a quorum MDD President Todd Crabtree called the meeting of the Fate Municipal Development District No. 1 to order at 5:46 P.M. on the 14th day of April 2025, in the Fate City Hall located at 1900 CD Boren Parkway, Fate, Texas. Victoria Raduechel, City Secretary, confirmed the presence of a quorum. Members Present: Cynthia Ferris Zachary Timko Todd Crabtree, President Bob Chambers, Vice President Allen Robbins Erin Penney Cheyenna Tellez, Secretary Members Absent: None 2. EXECUTIVE SESSION: In accordance with Texas Government Code, Section 551.001, et seq., the City Council and the Fate Municipal Development District No. 1 Board of Directors will recess into Executive Session (closed meeting) to discuss the following: A. In accordance with Texas Government Code, Section 551.087, to discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory oft the City of Fate and with which the City is conducting economic development negotiations; and to deliberate the offer of a financial or other incentive to the business prospect: 1. Project Cactus The items were read and Mayor Billings recessed the Council and MDD joint meeting at 5:47 p.m. and convened Executive Session at 5:47 p.m. 3. REÇONVENE INTO REGULAR SESSION: In accordance with Texas Government Code, Chapter 551, the City Council and the Fate Municipal Development District No. 1 Board of Directors will reconvene into Regular Session to consider action, if any, on matters discussed in Executive Session The Executive Session adjourned at 6:04 p.m. and Mayor Billings reconvened the meeting of the City Council and MDD at 6:07 p.m. April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 2 of 16 See agenda items 7A, 7B, and 7C for action taken on items discussed in Executive Session. 4. INVOCATION AND PLEDGE OF ALLEGIANCE TO THE AMERICAN AND TEXAS FLAGS Christopher Ash with The Church of Jesus Christ of Latter-Day Saints gave the invocation, after which the Council led the Pledge of Allegiance to the American and Texas Flags. 5. PRESENTATIONS A. Child Abuse Prevention and Awareness Month Proclamation Mayor Billings read aloud and presented a proclamation declaring the month of April 2025 as Child Abuse Awareness and Prevention month in the City of Fate. 6. PUBLIC COMMENT This is an opportunity for the public to address the governing body on any matter, except public hearings that are included on the agenda. Comments related to public hearings will be heard when the specific hearing begins. Public comments are limited to three (3) minutes per speaker, unless otherwise required by law. To address the governing body, each speaker must complete a Public Comment Form and present the completed form to the City Secretary prior to the start of the meeting. Each speaker shall approach the podium and state his/her name and address before speaking. Speakers shall address the governing body with civility that is conducive to appropriate public discussion. Speakers can address only the governing body and not individual city officials or employees. The public cannot speak from the gallery but only from the podium. Per the Texas Open Meetings Act, the governing body is not permitted to take action on or discuss any item not listed on the agenda. The council may: (1) make a statement of fact regarding the item; (2) make a recitation of existing policy regarding the item; or (3) propose the item be placed on a future agenda. Lorna Grove, 204 Northview Dr., spoke to the Council about Project Cactus asking the Council to postpone any action until after the May election, when the newly elected Council is seated. There were no others present wishing to speak. 7. City Council and Fate Municipal Development District No. 1 Action Items A. CITY COUNCIL ACTION: Discuss, consider, and take any necessary action regarding the First Amendment to the Development Agreement between D-F FUND 18, LTD., D-F FUND VI, LTD., D-F SOUTHWEST FUND 19, LTD., and LA- DF INVESTMENT FUND 8, LLC, and The City of Fate for Lafayette Crossing. April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 3 of 16 Matt Wavering, Director of Economic Development, made a presentation for agenda items 7A, 7B, and 7C regarding "Project Cactus", at which time he answered questions from the Council regarding the same. The presentation included the following: Project Description: Developer: Gulf Coast Commercial Group Approximately 82 acres within Lafayette Crossing Northwest corner of W.E. Crawford Ave & I-30 All commercial land uses Project will include approximately: 400,000 square feet Retail Restaurants Commercial $140 million real property value Generate $2.8 million in sales tax annually at build-out Project will include: Two large format retailers to anchor the development. Ai fortune 100 grocery store of at least 100,000 square feet A fortune 100 department store of at least 100,000 square feet (minimum of 50% of sales are taxable) Required Infrastructure: Infrastructure includes: Roadways Sewer Lines Water Lines Stormwater/drainage Detention Basins Turn & deceleration lanes Stoplight at Crawford Entrance (pending TxDOT approval) Impact Fee Credits: utilized to reimburse developers for eligible public infrastructure. Currently, developer is entitled to - $9 million in impact fee credits Cost of infrastructure to serve the project is up to -$15 million Shortfall makes the project not viable What is a 380 Agreement? Agreement for Economic Incentives: Authorized by Chapter 380 of the Texas Local Government Code Sharing of revenues created by a project April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 4 of 16 Can be used to reimburse for infrastructure costs Promote economic development and new business Why Support Project Cactus? Benefits of Public Support: Helps developer secure anchor retailers that are considering other cities Makes Infrastructure reimbursements performance-Dased Funded by revenue produced by the project Time limit encourages developer to move quickly to secure quality retailers The Proposed 380 Agreement: Agreement for Economic Incentives: Contingent upon amendment to existing Lafayette Crossing development agreement removing impact fee credits east of Woodcreek Blvd and for this project. City reimburses the developer for the actual cost of required infrastructure, not to exceed $15 million, whichever is lower. Performance Criteria: Annual reimbursements equal to 50% of the sales tax collected by the City and MDD from this project. Term: 10 years (2028 through 2037), plus 2027 if anchor stores open in 2027 Infrastructure must be complete, buildings built, and retailers open and generating sales tax before any reimbursements can be eamedrequested. Total reimbursement limited to 50% of sales tax generated through 2037. City has flexibility to use a range of sources for reimbursements, including impact fees, utility funds, and general funds. Amendment to the Lafayette Crossing Development Agreement: Lafayette Crossing Development Agreement: Provides impact fee credits to master developer for impact fee eligible public infrastructure improvements. Amendment removes those credits for property east of Woodcreek Blvd. Eliminates possibility of "double dipping" with both credits and reimbursements. Park development fee credits remain in place. All components of the Lafayette Crossing development pay full impact fees to the city. Anticipated Timeline: Mid 2027: Completion of infrastructure End of 2027: Opening of anchor grocery and department stores End of 2028: Completion of -50,000 square feet of retail shop space 2028-2029: Continued build-out of additional commercial and retail April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 5 of 16 Example of Performance Metrics: Assumptions: End of 2027: infrastructure is complete & anchor retailers are open. Infrastructure cost: $15 million Calendar year 2028: total of $1 million in City sales tax revenue produced from project. Developer earns: $500,000 (50% of sales tax) in reimbursement for infrastructure. Reimbursement: City confirms the infrastructure costs and sales tax, then makes $500,000 payment to developer in 2029. Likely Funding Sources: City has flexibility on funding sources: Impact Fees Funds (paid by all developers): $9 million Water Capital Replacement Fund (to move a 20-year old City waterline): $1 million MDD Fund (restricted to Economic Development type uses): $1.7 million General Fund (sales tax sharing): $3.3 million Total: $15 million Benefits of Project Cactus: Creates a regional retail destination in Fate: 400,000+ square feet of retail. New shopping and food destinations for Fate residents. Creates hundreds of new jobs and economic multiplier effect. Funds directly support needed public infrastructure rather than individual retailers. Performance based: reimbursements only happen if developer performs, and retailers produce sales tax revenues. Revenue sources for City (projected): Sales tax revenue: $2.8 million per year at full build out. Property tax revenue: $362,000 per year at full build out Businesses will pay additional business personal property taxes on equipment, fixtures, and inventories. Businesses will pay utility franchise taxes. Recommended action: City Council: Approve First Amendment to Lafayette Crossing Development Agreement. Approve Agreement for Economic Incentives. MDD Board of Directors: Approve Agreement for Economic Incentives. April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 6 of 16 Discussion ensued among the Council, MDD Board Members, and City staff regarding the following topics: Potential impact on city's finances Infrastructure Competitiveness Development Timing Suggestion to postpone this project to a future special meeting Alex Tutt, 106 Julia Dr., spoke to the Council asking if the Fortune 100 department store would be unique to Rockwall County. Lorne Megyesi, 111 Mustang Drive, spoke in favor of Project Cactus. Council Member Robbins made a motion to approve the First Amendment to the Development Agreement between D-F FUND 18, LTD., D-F FUND VI, LTD., D-F SOUTHWEST FUND 19, LTD., and LA-DF INVESTMENT FUND 8, LLC, and The City of Fate for Lafayette Crossing. Council Member Harper seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: Mayor Billings and Council Members Chinn, Harper, Kelley, Robbins, Hatley, and Megyesi. Nays: None Mayor Billings declared the motion carried unanimously. B. MDD ACTION: Discuss, consider, and take any necessary action regarding an Agreement for Economic Incentives between D-F FUND 18, LTD., D-F FUND VI, LTD., D-F SOUTHWEST FUND 19, LTD., and LA-DF INVESTMENT FUND 8, LLC, and Fate Municipal Development District No. 1 for Project Cactus. Board Member Chambers moved to approve an Agreement for Economic Incentives oetween D-F FUND 18, LTD., D-F FUND VI, LTD., D-F SOUTHWEST FUND 19, LTD., and LA-DF INVESTMENT FUND 8, LLC, and Fate Municipal Development District No. 1 for Project Cactus. Board Member Ferris seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: President Crabtree, and Board Members Ferris, Timko, Chambers, Tellez, Robbins, and Penney. Nays: None President Crabtree declared the motion carried unanimously. April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 7 of 16 C. CITY COUNCIL ACTION: Discuss, consider, and take any necessary action regarding an Agreement for Economic Incentives between D-F FUND 18, LTD., D- F FUND VI, LTD., D-F SOUTHWEST FUND 19, LTD., and LA-DF INVESTMENT FUND 8, LLC, and the City of Fate for Project Cactus. Council Member Harper made a motion to approve an Agreement for Economic Incentives between D-F FUND 18, LTD., D-F FUND VI, LTD., D-F SOUTHWEST FUND 19, LTD., and LA-DF INVESTMENT FUND 8, LLC, and the City of Fate for Project Cactus. Council Member Robbins seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: Mayor Billings and Council Members Chinn, Harper, Kelley, Robbins, Hatley, and Megyesi. Nays: None Mayor Billings declared the motion carried unanimously. City Secretary's Note: Agenda items 12 and 13A were considered before agenda item 8. 8. Parks and Recreation Advisory Board Call to order and confirm a quorum Chairman Tiffany King called the meeting of the Fate Parks and Recreation Advisory Board to order at 7:14 p.m. on the 14th day of April, 2025, in Fate City Hall located at 1900 CD Boren Parkway, Fate, Texas. Victoria Raduechel, City Secretary, confirmed the presence of a quorum. Board Members Present: Tiffany King Mayowa Ijagbemi Barry Brafman Gregg Rauwolf Ryan Strobel Michelle Dominique Board Members Absent: Virginia Harris 9. Fate Station Park Design Workshop Spencer Freeman, with Parkhill, led the Council, MDD Board of Directors, and Parks and Recreation Advisory Board in a design workshop to get feedback on conceptual design April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 8 of 16 for Fate Station Park including relocating the Fate Food Haul to permanent container structures within Fate Station Park. Key Takeaways: Connectivity: Strong support for strategic trail connections to integrate the park with existing neighborhoods. Parking: Anticipated shortage for large events and weekends. Alternative parking solutions were proposed, including designated golf cart zones. Interactive and Educational Spaces: Recommendations included native plant signage and interactive sensory spaces. Drainage & Sustainability: Standing water issues identified. Discussion around water recycling. ADA & Accessibility: Emphasis on ensuring the entire park is fully accessible. Heat Mitigation & Shade: Major concerns due to Texas summers. Requests for fans, shade structures, and airflow. Turf VS. Natural surfaces. Food Haul Transition: Prioritize relocation of the Food Haul ousinesses to permanent container structures to preserve economic opportunity and momentum. Recommended Phase One of the project). Funding for the project could be sourced from: Park Development rees/distncl-specio, Municipal Development District (MDD) funds. Capital Improvement Plan (CIP) budget allocations. Potential future Park bond. Timeline: The current timeline proposed design work to begin in the next fiscal year, with construction following depending on funding and council direction. Rob Haley, with Smoak Town, spoke positively about container structures energy efficiency. April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 9 of 16 10. Parks and Recreation Advisory Board Adjournment There being no further business before the Parks and Recreation Advisory Board, Board Member Brafman moved to adjourn the meeting. Board Member Dominique seconded the motion. There was no further discussion, and the vote was as follows: Ayes: Chairman King and Board Members Dominique, Brafman, Ijagbemi, Strobel, and Rauwolf. Nays: None Chairman King declared the motion carried unanimously and the meeting adjourned at 8:02 p.m. 11. Fate Municipal Development District No. 1 Board of Directors Adjournment There being no further business before the board, Board Member Tellez moved to adjourn the meeting. Board Member Chambers seconded the motion. There was no further discussion, and the vote was as follows: Ayes: President Crabtree, and Board Members Ferris, Timko, Chambers, Tellez, Robbins, and Penney. Nays: None President Crabtree declared the motion carried unanimously and the meeting adjourned at 8:02 p.m. City Secretary's Note: Agenda items 12 and 13A were considered after agenda item 7C. 12. CITY COUNCIL CONSENT AGENDA All items under Consent Agenda are considered to be routine by the City Council and will be enacted by one motion. City Staff may answer questions from the City Council regarding Consent Agenda items. However, if discussion is desired, that item will be removed from the Consent Agenda and will be considered separately. A. Consider approval of minutes of the council meeting held April 7, 2025. B. (This is a request for approval of a Fire Lane and Mutual Access Easement for Panda Express located southwest of Interstate 30 frontage) Consider approval of Resolution No. R-2025-022- accepting a Fire Lane and Mutual Access Easement from CFT NV DEVELOPMENTS, LLC, to allow for public safety as well as public access on the development. Council Member Robbins made a motion to approve the Consent Agenda, as presented. April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 10 of 16 Council Member Harper seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: Mayor Billings and Council Members Chinn, Harper, Kelley, Robbins, Hatley, and Megyesi. Nays: None Mayor Billings declared the motion carried unanimously. 13. CITY COUNCIL ACTION ITEMS A. Discuss, consider, and take any necessary action regarding Resolution No. R- 2025-021- approving a contract agreement with Randall Scott Architects, Inc., for architectural services for the 2024 DPS Bond Building Projects; And authorizing the City Manager to execute said contract agreement. Council Member Hatley made a motion to approve Resolution No. R-2025-021-aproving a contract agreement with Randall Scott Architects, Inc., for architectural services for the 2024 DPS Bond Building Projects; And authorizing the City Manager to execute said contract agreement. Council Member Robbins seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: Mayor Billings and Council Members Chinn, Harper, Kelley, Robbins, Hatley, and Megyesi. Nays: None Mayor Billings declared the motion carried unanimously. 14. MAYOR, COUNCIL, AND CITY MANAGER REPORTS Regarding items of Community Interest = Pursuant to Texas Government Code Section 551.0415 the Mayor, Council and City Manager may report on the following items: (1) expression of thanks, congratulations or condolences; (2) information about holiday schedules; (3) recognition of individuals; (4) reminders about upcoming City Council events; (5) information about community events; (6) announcements involving imminent threat to public health and safety. A. Mayor's Report Mayor Billings reported the following: Expressed thanks to City staff for their hard work on Project Cactus. Expressed thanks to the organizations that assist with child abuse prevention. Expressed thanks to DPS and City staff for their service. April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 11 of 16 B. Council Reports Council Member Chinn reported the following: Expressed thanks to everyone that attended the meeting. Council Member Harper reported the following: Expressed thanks to everyone that attended the meeting. Expressed thanks to the organizations that assist with child abuse prevention. Early voting starts soon. Council Member Kelley reported the following: Reminded everyone that Early voting starts soon and encouraged residents to get familiar with the Candidates. Expressed appreciation to Ryan, Matt, and Steven for their hard work on Project Cactus. Council Member Robbins reported the following: Expressed thanks to City staff for work on Project Cactus. Expressed thanks to the organizations that assist with child abuse prevention. Encouraged citizens to be engaged and ask questions about city issues. Council Member Hatley reported the following: Expressed thanks to Matt, Ryan, and Steven for their work on Project Cactus. Expressed thanks MDD Board and Parks Board for their service. Expressed thanks to DPS and City Staff for their service. Expressed transparency is a good thing and there is always room for improvement. Council Member Megyesi reported the following: Expressed thanks to City staff for their service. Expressed thanks to Matt for work on Project Cactus. C. City Manager's Report Michael Kovacs, City Manager, reported the following: April 18th - City Offices are closed for Good Friday holiday April 21-24 = community cleanup drop-off April 26th = Community Cleanup April 28th - City Council joint meeting with Royse City ISD Early voting begins April 22nd Election Day - May 3rd April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 12 of 16 15. EXECUTIVE SESSION: In accordance with Texas Government Code, Section 551.001, et seq., the City Council will recess into Executive Session (closed meeting) to discuss the following: A. In accordance with Texas Government Code, Section 551.072, to deliberate the purchase, exchange, lease, or value of real property: 1. Elevated Water Tower No. 3 B. In accordance with Texas Government Code, Section 551.074: to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer or employee: 1. City Manager 2. City Secretary The items were read and Mayor Billings recessed the Council meeting at 8:09 p.m. and convened Executive Session at 8:19 p.m. 16. RECONVENE INTO REGULAR SESSION: In accordance with Texas Government Code, Chapter 551, the City Council will reconvene into Regular Session to consider action, if any, on matters discussed in Executive Session The Executive Session adjourned at 8:53 p.m. and Mayor Billings reconvened the meeting of the City Council at 8:54 p.m. There was no action taken on items discussed in Executive Session. 17. City Council Adjournment There was no further business before the Council and Council Member Hatley moved to adjourn. Council Member Robbins seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: Mayor Billings and Council Members Chinn, Harper, Robbins, Hatley, and Megyesi. Nays: None Abstain: Council Member Kelley. Mayor Billings declared the motion carried and the meeting adjourned at 8:54 p.m. APPROVED BY THE CITY COUNCIL ON THIS THE 5th DAY OF MAY 2025. April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 13 of 16 OF FATE * * * * * * APPROVED: * * * * * * 1c 0 - COBPORATED David Billings, Mayor ATTEST: Ctlouiladucl Victoria Raduechel, TRMC City Secretary April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 14 of 16 APPROVED BY THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 BOARD OF DIRECTORS ON THE 2 DAY OF MaiA 2025. CITY OF FATE * * * * APPROVED: * * * * 1 - * * * * Todd Crabtree, President CESEETE ATTEST: 1icloun Dadwchil Victoria Raduechel, TRMC City Secretary April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 15 of 16 APPROVED BY THE PARKS AND RECREATION ADVISORY BOARD ON THE S DAY OF Au 2025. TY OF FAFE * * APPROVED: * * * * * * * * Tiffany King, Chairman * * %o ATTEST: CORPORATED louiladu chel Victoria Raduechel, TRMC City Secretary April 14, 2025 Council, MDD, & Parks Board Joint Meeting Minutes Page 16 of 16