AGENDA Forney TIF Board Reinvestment Zone Number One, City of Forney 6:00 p.m. Wednesday, May 14, 2025 City Hall, 401 Pinson Rd, Forney, Texas 75126 . CALL TO ORDER I. CONSENT AGENDA 1. Consider approval of the Minutes of the January 25, 2023, meeting. III. DISCUSSIONI/ACTION ITEMS 1. Presentation and Acceptation of the Annual Report for FY 2024. 2. Discuss and consider approval of an engagement letter with McCall Gibson Swedlund Barfoot Ellis PLLC for certified accounting services related to the review and analysis of costs to the reimbursed from TIRZ revenues, and all related action. 3. Receive Report on Applying Agreed-Upon Procedures to Construction, Engineering and Related Costs Reimbursable to Meadow ridge Farm, LP. 4. Receive update regarding projects within the TIRZ. IV. ADJOURNMENT The TIF Board reserves the right to adjourn into executive session at any time during the course of this meeting to discuss any of the matters listed on this agenda, as authorized by the Texas Government Code for the following purposes: Section 551.071 : Consultation with Attorney Section 551.072 - Deliberations regarding Real Property Section 551.087 - Deliberations regarding Economic Development Negotiations This agenda has been reviewed and approved by the City's legal counsel and the presence of any subject in any Executive Session portion of the agenda constitutes a written interpretation of the Texas Government Code Chapter 551 by legal counsel for the governmental body and constitutes an opinion by the attorney that the items discussed therein may be legally discussed in the closed session portion of the meeting considering available opinions of a court of record and opinions of the Texas Attorney General known to the attorney. This provision has been added to this agenda with thei intent to meet all elements necessary to satisfy Texas Government Code Chapter 551.144(c) and the meeting is conducted by all participants in reliance on this opinion. I, Megan Kilingsworth, Executive Assistant for the City of Forney, Texas, do hereby certify that this Agenda was posted at City Hall Annex and City Hall, in a place readily accessible to the general public at all times, on or before the 8th day of May 2025, at 5:00 p.m. and remained SO posted for at least 72 hours preceding the scheduled time of said meeting. AGENDA FORNEY TIF BOARD Wednesday, January 25, 2023 6:00 p.m. Regular Meeting City Hall, 101 Main Street, Forney, Texas 75126 I. CALL TO ORDER Board Member Darrell Hobbs called the meeting to order at 6:00 p.m. Present were board members Darrell Hobbs, David Holler, Darren Burris, and Peter Hervey. City staff present was Deborah Woodham, Director of Finance. II. DISCUSSION / ACTION ITEMS 1. Accept the Annual Report for FY 2022. David Holler made a motion to accept the Annual Report for FY 2022 Darren Burris seconded the motion. The motion passed unanimously. 2. Receive report from TIRZ auditor. David Holler made a motion to approve the report from the TIRZ auditor. Peter Hervey seconded the motion. The motion passed unanimously. IV. ADJOURNMENT Board Member Darrell Hobbs adjourned the meeting at 6:34 p.m. PASSED AND APPROVED BY THE TIF BOARD OF THE CITY OF FORNEY, TEXAS, this day of 2025. ATTEST: February 23, 2025 Comptroller of Public Accounts Economic Development & Analysis Division State of Texas Post Office Box 13528 Austin, Texas 78711-3528 As required by Chapter 311 of the Texas Code, please accept the enclosed annual report for the Tax Increment Financing Zone #1 (TIF #1), City of Forney, Texas, for the fiscal year 2023-2024. We trust you will find all the information contained herein does comply with the statutory requirements. Please feel free to call me ifyou have any questions regarding the information provided in the report. Respectfully Submitted, - Charles Daniels City Manager Tax Increment Reinvestment Zone Number 1, Forney, Texas Annual Report FY 2024 1. Section 311.016(1) requires that the report set forth "the amount and source of revenue in the tax increment fund established for the zone": Annual Revenues Revenues Tax Increment Ending Fund Fiscal Year Other Revenue Total Revenues Balance Revenue 2023-2024 $3,747,157.52 $73,148.95 $3,820,306.47 $64,764.97 2. Section 311.016(2) requires that the report set forth "the amount and purpose of expenditures from the fund": Expenditures during this reporting period totaled $3,852,700 and included $3,100,000 reimbursement to Meadow Ridge Farm fori infrastructure improvements advanced by the developer, $750,000.00 reimbursed to the City for funds advanced by the City towards Gateway Bridge and $2,700 for administrative funds. 3. Section 311.016(3) requires that the report set forth "the amount of principal and interest due on outstanding bonded indebtedness": There is no outstanding bonded indebtedness. 4. Section 311.016(4) requires that the report set forth "the tax increment base and current captured appraised value retained by the zone": Captured Appraised Value - Tax Year 2023 Captured Base Value Current Value Appraised Value Origina! $5,103,450 $808,473,469 $804,080,545 Annexation 2019 $6,034,800 $33,699,275 $27,751,486 Annexation 2020 $22,210 $8,266,549 $8,244,339 5. Section 3.11.016(5) requires that the report contain the captured appraised value shared by the municipality or county and other taxing units, the total amount of tax increments received, and any additional information necessary to demonstrate compliance with the tax increment financing plan adopted by the governing body of the municipality or county". The City participates at 85% of the tax increment attributed to the captured appraised value in the Original Zone, 2019 Annexation and 2020 Annexation. The county participates at a rate of 50% of its M&0 tax rate in the Original Zone and 2019 Annexation. There are no other taxing entities participating in the Zone. TIRZ Overview Reinvestment Zone Number One, City of Forney, Texas was created on December 16, 2008. The Zone was created to facilitate development of two large mixed use regiona! developments located north and south of Highway 80. Upon build out, the developments will include retail, office space, high density residential, single family residential and civic and municipal uses. The Zone was expanded and the Project Plan was amended (First Amended Project Plan and Finance Plan) in 2019 by ordinance No. 19-38. The First Amended Project Plan and Finance Plan expanded the boundary to include an additional 200 acres in the southern portion of the Zone, allowing the remaining portion of the Gateway Parks development, that is in the City Limits, to be included in the Zone. Additionally, as part of the First Amendment, the life of the Zone was extended for 3 years and terminates on December 31, 2041. In 2020, the Zone was further expanded and the Project Plan and Finance Plan was amended (Second Amended Project Plan and Finance Plan) to include an additional 240 acres to the east of the Zone and update project costs to include Akron Road. Development Update Since creation of the Zone in 2008, taxable value has increased from a base year value of $11 million to a current taxable value of over $850 million. Development continues to occur within the Zone boundary with several commercal/warehouse distribution sites completed including a Goodyear Distribution Center and three Amazon facilities. In 2023, four commercial COs were issued for the following: Gateway East, Atmos Energy, Hayes Gateway and Forney Logistics Crossing. With regards to residential development, 1,223 lots have been platted, and 1,008 homes have been constructed. In 2024, a large development consisting of an approximate 150 acres within the Zone was subdivided and rezoned. Several of the lots in this project are currently under development and include the following: Target, H-E-8 grocery store, Home Depot, BI's Wholesale Club, Strike and Reel, several restaurants, a full-service Texas Health Resources hospital, and over 300 units of multi-family residential housing. McCall Gibson Swedlund Barfoot Ellis PLLC Certified Public Accountants Chris Swedlund Mike M. McCall Noel W. Barfoot (retired) Joseph Ellis Debbie Gibson Ashlee Martin (retired) March 31, 2025 Board of Directors Reinvestment Zone No. One City of Forney, Texas We are plcased to confirm our understanding of the terms of our engagement and the nature and limitations of the services we are to provide for Reinvestment Zone No. One (the "Zone"). We will apply the agreed-upon procedures enumerated below that were specified and agreed to by the Board of Directors oft the Zone, on the invoices and schedules submitted for payment from the Zone's tax increment. These procedures will be performed solely to assist you in evaluating thc reasonableness of those costs as required by the Reimbursement Agreement between the Zone and Meadow Ridge Farm, LP (the "Developer") and the report is not to be used for any other purpose. Our engagement to apply agreed-upon procedures will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we obtain your written agreement to the procedures to be applied and your acknowledgement that those procedures are appropriate for the intended purpose of the engagement, as described in this letter. The agreement and acknowledgment are contained with this letter. A refusal to provide such agrcement and acknowledgment will result in our withdrawal from the engagement. We make no representation that the procedures we will perform are appropriate for the intended purpose of the cngagement or for any other purpose. Thc procedures we will perform are as summarized below: A. We will inspect certain schedules and supporting invoices which were previously submitted by the Dcveloper in substantiation of the costs to be reimbursed. Our inspection will include all documentation supporting items, amounts, and proof of payment for which reimbursement is requested, and updated interest calculations based on subsequent amendments. In addition, we will inspect all agreements provided to us relative to the rcimbursement request. Houston I Austin - Dallas 13100 Wortham Center Drive, Suite 235, Houston, Texas 77065-5610 713-462-0341 Board of Directors March 31, 2025 Reinvestment Zone No. Onc Page 2 City of Forney, Texas B. We will foot thc extensions of any engincering invoices pertaining to the reimbursement on a test basis and compare the contract amounts used in determining the fec for the design and construction phasc portions of the invoicc to the related construction contracts and to the enginecring contract, when appropriate. C. For construction pay cstimates, we will foot and test cxtensions of any individual items on a test basis on payments made on behalf of the Zone. D. We will review the computation of certain costs looking for any amounts required to be paid 100% by the Developer, in accordance with the Agreement. Any costs required to be paid by the Developer will be deducted. E. If possible, we will obtain verbal confirmation from construction contractors concerning whether or not the contract estimates to date have been paid in full and whether or not the contraçtor has any claims to be made against cither the Zone or Developer on the project. F. We will prepare a reimbursement report for the benefit of the Zone including the schedule of amounts reimbursable to the Developer and compare the approved amounts in the agreement with the actual reimbursable costs to complete the projects. G. At your request, we will attend a meeting of the Zone to present the report and be available to answer questions relating to the report. The objective of this agrecd-upon procedures engagement will be to assist you in evaluating the reasonableness of the aforementioned costs. Because the above agreed-upon procedures do not constitute an examination or review, we will not express an opinion or conclusion on the aforementioned reimbursable costs. In addition, we have no obligation to perform any procedures beyond those listed above. We will issue a written report upon completion of our cngagcment that lists the procedures performed and our findings. Our report will be addressed to the Board of Directors of the Zone. If, for any rcason, we are unable to complete any of the procedures, we will describe in our report any restrictions on the performance of the procedures, or not issue a report and withdraw from this engagement. You understand that the report is intended for the information and use of the Board of Directors of thc Zone in compliance with Rcimbursement Agreement and should not be used by anyone other than these specified parties. We are aware that the report is subject to distribution under provisions of the Texas Public Information Act. Our report will contain a paragraph indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you. Board of Directors March 31, 2025 Reinvestment Zonc No. One Pagc 3 City of Forey, Texas An agrecd-upon procedures cngagement is not designed to detect instances of fraud or noncompliance with laws or regulations; however, we will communicate to you any known and suspected fraud and noncompliance with laws or regulations affccting the aforcmentioned reimbursable costs that come to our attention. In addition, if, in connection with this engagement, matters come to our attention that contradict the aforementioned reimbursable costs, we will disclose thosc matters in our report. As the engaging party, the Board of Directors agrees to the procedures performed and acknowledges that they are appropriate to meet the intended purposes of this engagement as acknowledged by signature below. The Board of Directors is responsible for providing us with or causing to be provided (1) access to all information of which you are aware that is relevant to the performance of the agreed-upon procedures on the reimbursable costs, (2) additional information that we may request for the purpose of performing the agreed-upon procedures, and (3) unrestricted access to persons and Zone consultants from whom we determine it necessary to obtain cvidence relating to performing thosc procedures. At the conçlusion of our engagement, we will require certain written representations in the form of a representation letter from you. Chris Swedlund is the engagement partner and is responsible for supervising the engagement and signing the report or authorizing another individual to sign it. A portion of the cost of these procedures will be determined by the condition of the records submitted by the respective Developer to be reimburscd. A final billing will be issued when the final report is released. We estimate the cost of performing these procedures on your behalf to be $6,000 to $8,000. Anti-Boycott and Anti-Terrorism Verification. By signing and cntering into the Agreement, McCall Gibson Swedlund Barfoot Ellis PLLC ("MGSBE") verifies, pursuant to Chapter 2271 of the Government Code, it docs not boycott Israel and will not boycott Israel during the term ofthe Agreement. MGSBE hereby represcnts and warrants that at the time of this Agrecment neither MGSBE nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate OfMGSBE (i) engages in business with Iran, Sudan, or any foreign terrorist organization pursuant to the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code; or (ii) is a company listed by the Texas Comptroller pursuant to Sections 2252.153 of the Texas Government Code. The term "foreign terrorist organization" has the mcaning assigned to such term pursuant to Section 2252.151 of the Texas Government Code. Board of Dircctors March 31, 2025 Rcinvestment Zone No. One Page 4 City of Forney, Texas As requircd by 2276.002, Texas Government Code, as amended, MGSBE hercby verifics that the MGSBE, including any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliatc of the samc, docs not boycott energy companies, and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companics" shall have the meaning assigned to the term "boycott energy company" in Section 809.001, Texas Government Code, as amended. As required by Section 2274.002, Texas Government Code, as amended, the MGSBE hereby verifies that MGSBE, including any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate ofthe same, (i) does not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association, and (ii) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, 'discriminate against a fircarm entity or trade association" shall have the meaning assigned to such term in Section 2274.001(3), Texas Government Code, as amended. You agrec that any dispute regarding this engagement will, prior to resorting to litigation, be submitted to mediation upon written request by cither party. Both parties agree to try in good faith to settle the dispute in mediation. The American Arbitration Association will administer any such mediation in accordance with its Commercial Mediation Rules. The results of the mediation proceeding shall be binding only if each of us agrees to be bound. We will share any costs of mediation procecdings equally. We appreciate the confidence you have placed in this firm by retaining us as your independent accountants in this matter. If you agree with the above understanding ofthe engagement, please sign the duplicate copy ofthis letter and return it at your earliest convenience. Thank you. Sincerely, McCall Gibson Swedlnd Bayak Ellis PLLG McCall Gibson Swedlund Barfoot Ellis PLLC ACKNOWLEDGEMENT: Signature Title Date AUP Engagement Letter 2025 REINVESTMENT ZONE NO. ONE CITY OF FORNEY, TEXAS MARCH 31, 2025 McCall Gibson Swedlund Barfoot Ellis PLLC Certified Public Accountants 13100 Wortham Center Drive, Suite 235 Houston, Texas 77065-5610 Ladies and Gentlemen: In conncction with your cngagement to apply agrecd-upon procedures on the reimbursable costs to be paid from the Zone's tax increment as of thc date oft the agrecd-upon procedures report, we confirm the following representations made to you during your engagement: To the best of our knowledge and belief, we are not aware of any material misstatements in the subject matter and, ifa applicable, have disclosed to you any known matters that might affect the reimbursable costs to be paid from the tax increment. To the best of our knowledge and belicf, we have disclosed to you any communications received by us from regulatory agencies, including the TCEQ, or from other Zone consultants affecting thc reimbursable costs to be paid from the tax increment REINVESTMENT ZONE NO. ONE Signature of the Board of Directors