AGENDA FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 BOARD OF DIRECTORS MEETING MAY 24, :00 P.M. FATE CITY HALL 1900 CD BOREN PARKWAY

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1 AGENDA FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 BOARD OF DIRECTORS MEETING MAY 24, :00 P.M. FATE CITY HALL 1900 CD BOREN PARKWAY NOTICE IS HEREBY GIVEN THAT THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 OF THE CITY OF FATE WILL HOLD A MEETING AT 6:00 P.M. ON THURSDAY, MAY 24, 2018 AT FATE CITY HALL, 1900 CD BOREN PARKWAY, FATE, TEXAS, FOR THE FOLLOWING PURPOSES: Notice of Attendance: Notice is hereby given that a quorum of the City Council may be in attendance at the Fate Municipal Development District No. 1 Meeting May 24, 2018 being held at Fate City Hall, 1900 CD Boren Parkway, Fate, Texas CALL TO ORDER AND CONFIRM A QUORUM DISCUSS, CONSIDER, AND TAKE ANY NECESSARY ACTION REGARDING APPROVAL OF MINUTES OF THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 MEETING HELD MARCH 27, 2018 Documents: MDD.PDF 3. DISCUSS, CONSIDER, AND TAKE ANY NECESSARY ACTION REGARDING RESOLUTION NO. R DECLARING THE RESIDENTIAL STRUCTURES LOCATED AT 110 E GREENHILL AND 105 N BROWN AVE AS SURPLUS PROPERTY AND AUTHORIZING TEXAS FLIP N MOVE PRODUCTIONS TO TAKE POSSESSION OF THE STRUCTURES AND REMOVE THEM AT NO COST TO THE DISTRICT IN EXCHANGE FOR PROMOTION VALUE RECEIVED AND AUTHORIZING THE PRESIDENT TO EXECUTE ALL NECESSARY DOCUMENTS; AND PROVIDING AN EFFECTIVE DATE 4. Documents: MDD - STAFF SUMMARY - SURPLUS PROPERTY.PDF DISCUSS, CONSIDER, AND TAKE ANY NECESSARY ACTION REGARDING RESOLUTION NO. R SELECTING AS THE DEVELOPER SELECTED THROUGH REQUEST FOR PROPOSALS (RFP) NO FOR THE PRIVATIZATION AND

2 PROPOSALS (RFP) NO FOR THE PRIVATIZATION AND REDEVELOPMENT OF APPROXIMATELY.265 ACRES OF LAND LOCATED ON THE SOUTHWEST CORNER OF BROWN AVE. AND GREENHILL LN. IN THE CITY OF FATE, TEXAS; AND PROVIDING AN EFFECTIVE DATE Documents: MDD - STAFF SUMMARY - RFP AWARD.PDF 5. EXECUTIVE SESSION: IN ACCORDANCE WITH TEXAS GOVERNEMENT CODE, SECCTION , ET SEQ., THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 WILL RECESS INTO EXECUTIVE SESSION (CLOSED MEETING) TO DISCUSS THE FOLLOWING: A. In Accordance With Texas Government Code, Section , 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 Of 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. Downtown Central Business Area 6. ADJOURNMENT In addition to any executive session already listed above, the Fate Municipal Development District No. 1 of the City of Fate reserves the right to adjourn into executive session at any time during the course of this meeting to discuss any of the matters listed above, as authorized by Texas Government Code for the following purposes: Consultations with Attorney Deliberations regarding Real Property Personnel Matters Deliberations regarding Security Devices Deliberations regarding Economic Development Negotiations This building is wheelchair accessible. Any request for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary s Office at (972) Ext. 103 for further information. I certify that the above NOTICE OF MEETING was filed and posted on the Bulletin Board at City Hall, 1900 CD Boren Parkway, City of Fate, Texas on the 17th day of May, 2018, at 4:45 P.M. and remained so posted until removed as indicated below, pursuant to the Texas Open Meetings Act. This notice was likewise posted on the city website at Jessica Larson, Deputy City Secretary Removed from the Bulletin Board at City Hall on the day of, 2018, by.

3 1. CALL TO ORDER MINUTES OF THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 BOARD OF DIRECTORS MEETING MARCH 27, 2018 President Megyesi called the meeting of the Fate Municipal Development District No. 1 to order at 6:27 P.M. on the 27 th day of March, 2018, in the Fate City Hall located at 1900 CD Boren Parkway, Fate, Texas. City Secretary Victoria Raduechel confirmed the presence of a quorum. Members Present: Lorne Megyesi Justin Weiss Tom Braden Commission Members Absent: Joe Burger Nikki Robinson City Staff Present: Michael Kovacs, City Manager Justin Weiss, Assistant City Manager Victoria Raduechel, City Secretary Jessica Larson, Assistant to City Manager/Deputy City Secretary 2. ACTION ITEMS A. Approval Of Minutes Of The Fate Municipal Development District No. 1 Meetings Held October 2, 2017 And December 4, Board Member Weiss moved to approve the Minutes of the Fate Municipal Development District No. 1 Meetings held October 2, 2017 and December 4, 2017, as presented. Board Member Braden seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: President Megyesi and Board Members Weiss and Braden. Nays: None President Megyesi declared the motion carried unanimously. B. Discuss, Consider, And Take Any Necessary Action Regarding The Request For Proposals Process For The Privatization And Redevelopment Of Approximately.265 Acres Of Land Located On The Southwest Corner Of Brown Ave And Greenhill Ln, In The City Of Fate

4 Assistant City Manager Justin Weiss made a presentation providing a brief overview of the Downtown Revitalization Project. City Manager Michael Kovacs assisted Mr. Weiss in answering questions from the Board related to the Downtown Revitalization Project. Mr. Weiss provided an overview of the Request for Proposals (RFP) process for the privatization and redevelopment of approximately.265 acres of land located at the southwest corner of Brown Avenue and Green Hill Lane in the City s downtown. Mr. Weiss reviewed the following tentative key events schedule for the RFP: Issue Request for Proposals: Monday, April 2, 2018 Pre-Submittal Conference: 11:00 am, Tuesday, April 10, 2018 Interpretation/ Request Deadline: 11:00 am, Tuesday, April 24, 2018 Issue Addendum: 5:00 pm, Friday, April 27, 2018 RFP Deadline: 11:00 am, Friday, May 11, 2018 Interviews, if needed: week of May 14, 2018 Recommendation to Award: week of May 21, 2018 City Manager Michael Kovacs assisted Mr. Weiss in answering questions from the Board related to the RFP process and discussion ensued among the Board and City Staff. President Megyesi moved to direct staff to proceed with the draft RFP, as presented. Board Member Braden seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: President Megyesi and Board Members Weiss and Braden. Nays: None President Megyesi declared the motion carried unanimously. 3. ADJOURNMENT There being no further business before the Board and Board Member Braden moved to adjourn the meeting. Board Member Weiss seconded the motion. There was no discussion and the vote on the motion was as follows: Ayes: President Megyesi and Board Members Weiss and Braden. Nays: None President Megyesi declared the motion carried unanimously and the meeting adjourned at 7:18 p.m. APPROVED BY THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 BOARD OF DIRECTORS ON THE DAY OF, 2018.

5 APPROVED: ATTEST: Lorne Megyesi, President Victoria Raduechel, TRMC City Secretary

6 City Manager s Office Fate, TX Fate Municipal Development District No. 1 To: President Megyesi and Members of the Fate Municipal Development District No. 1 Cc: Michael Kovacs, City Manager; Vickey Raduechel, City Secretary; Brenda McDonald, City Attorney From: Justin Weiss, Assistant City Manager Date: 24 May 2018 Agenda Item & Captions: (X) Discuss, consider, and take any necessary action regarding Resolution No. R declaring the residential structures located at 110 E Greenhill and 105 N Brown Ave. as surplus property and authorizing FLIPNMOVE PRODUCTIONS INC. to take possession of the structures and remove them at no cost to the district in exchange for promotion value received and authorizing the President to execute all necessary documents; and providing an effective date Action Requested: Approval of Resolution No. R Overview and Background: The two properties offered in the RFP are situated in the northeast quadrant of the main downtown block (just south of Old Town Park) and have a combined two residential structures one is a single story while the other is two-story. The residential structures are not needed for the Downtown Project and are in fact an impediment for the construction of a new roadway and infrastructure improvements in the downtown. Therefore, they need to be removed. City staff has been in contact with the producers of Flip N Move, an HGTV television series that films the process of removing residential structures to later renovate and resell them. Generally, there are costs associated with the demolition or removal of a residential structure, however, in this arrangement the MDD would not have to pay to have the structures removed and it would receive significant promotion of the downtown area through the television series. Financial Considerations: The goal is to redevelop the property such that the value of the new development exceeds the existing values, creates place, and generates sales tax revenue. In terms of fiscal productivity, downtown redevelopment and infill projects typically generate the highest return on investment. There may be some leftover clean up after the structures are removed that the City Staff would be able to haul away. Supporting Documents: Resolution No. R Flip N Move Contracts 1

7 RESOLUTION NO. R A RESOLUTION OF THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 DECLARING THE RESIDENTIAL STRUCTURES LOCATED AT 110 E. GREENHILL AND 105 N. BROWN AVENUE AS SURPLUS PROPERTY, AUTHORIZING FLIPNMOVE PRODUCTIONS INC. TO TAKE POSESSION OF THE STRUCTURES AND REMOVE THEM AT NO COST TO THE DISTRICT IN EXCHANGE FOR PROMOTION VALUE RECEIVED AND AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL NECESSARY DOCUMENTS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Fate Municipal Development District No. 1 (the District ) has declared as a Project, under Chapter 377 & 505 of the Texas Local Government Code within the Downtown Special District which boundaries are described as Old Town Core and Old Town Transition areas; and WHEREAS, on December 4, 2017, the District authorized acquisition of the properties within the Project located at 110 E. Greenhill and 105 N. Brown Ave. (the (Properties ); and WHEREAS, the Properties were acquired to prepare the land for redevelopment and promote economic development within the City of Fate as a part of the Downtown Project; and WHEREAS, the residential structures on the Property are not needed for the Downtown Project and in fact, impede the ability to move forward with necessary infrastructure improvements and must be removed, and the residential structures are therefore surplus property; and WHEREAS, Flipnmove Productions Inc. has contacted the District and desires to move the residential structures on the Property in conjunction with its television program shown on HGTV; and WHEREAS, filming of the removal of the residential structures on the HGTV show will provide significant free promotion of the Downtown Project. NOW THEREFORE, BE IT RESOLVED BY THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1: Section 1. The above findings are hereby found to be true and correct and are incorporated herein in their entirety. Section 2. The residential structures located at 110 E. Greenhill and 105 N. Brown Ave. are no longer needed by the District and are hereby declared surplus property. Section 3. In exchange for the potential promotional value from televising the filming of the removal of the residential structures, Flipnmove Productions Inc. is hereby authorized to take possession of the residential structures and remove them from the property at no cost to the District, and the Executive Director is authorized to execute all documents necessary to effectuate the intent of this resolution. RESOLUTION NO. PAGE 1

8 Section 4. This Resolution shall take effect upon its passage and it is so resolved. DULY PASSED AND APPROVED BY THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 OF THE CITY OF FATE, TEXAS ON THIS 17 TH DAY OF MAY, APPROVED: ATTEST: Lorne Megyesi, President Victoria Raduechel, Secretary RESOLUTION NO. PAGE 2

9 Texas Flip N Move 2145 CR 4680 Boyd, TX To Whom it May Concern: This letter will serve as an agreement between Texas Flip N Move Productions and. Texas Flip N Move Productions agrees to remove the house only presented at. No money will be exchanged for the home and no cleanup of any kind will be performed, once the house is removed from the stated property. If you agree to these terms, please sign in the appropriate place below. Sincerely, Texas Flip N Move Representative House/Structure Owner

10 STANDARD RELEASE FORM LOCATIONS Production: Texas Flip N Move Producer: Flipnmove Productions Inc. Premises: * Date: * The owner(s) of the Premises hereby grants to Flipnmove Productions Inc. and its affiliates, licensees, successors and assigns (collectively Producer ) and HGTV, and its affiliates, licensees, successors and assigns (collectively HGTV ), the right to enter into and remain on the Premises with personnel and equipment for the purpose of videotaping the Production and engaging in production activities (including set up and clean up) with respect thereto on. X Producer and/or HGTV may bring such personnel and equipment as they may reasonably determine necessary into the Premises for the purpose of exercising their rights hereunder. Producer and HGTV shall have, and the owner(s) of the Premises hereby irrevocably grants to Producer and HGTV, the right, but not the obligation, to take motion pictures, still photographs and make sound recordings on or of all or any portion of the interior or exterior of the Premises for broadcast or other exploitation by HGTV, and Producer and HGTV may edit and change the motion pictures, photographs or recordings in any manner as Producer and HGTV see fit. Producer and HGTV shall have the right to photograph and depict the Premises and to take exterior and interior shots of any buildings or other improvements located on said Premises and photograph any persons or objects on the Premises as Producer and HGTV may choose, either using the actual name, sign and other identifying picture (including the name " "), X or without regard to the appearance or name of the Premises. Producer and HGTV shall have the irrevocable right to make any and all uses of such motion pictures, photographs and/or recordings, or any portions thereof, or the name " ", anywhere at any time as Producer and HGTV may deem fit in connection X with the Production, including but not limited to, by way of theatrical exhibition, television broadcasting and any other method of exploitation, whether now known or hereafter devised, together with the right to display and use, and to authorize others to display and use, such motion pictures, photographs or recordings for advertising, publicizing, promotion, or otherwise exploiting the Production, or any of Producer and HGTV's rights thereunder. Nothing herein shall obligate Producer or HGTV to take motion pictures, still photographs or sound recordings, or to use said pictures, photographs or recordings, or to otherwise use the Premises or the name of the Premises, but Producer and HGTV reserve the right to complete any photography or recording commenced on the Premises. Any or all of the rights herein may be exercised by Producer and HGTV. Producer and HGTV agree to hold harmless and indemnify the undersigned from all claims, demands, causes of action, damages, liabilities of any kind, and reasonable attorneys fees which may arise out of or in connection with any property damage caused by Producer or HGTV while taping at the Location Address. The owner(s) of the Premises represent and warrant that it is the owner and/or authorized representative of the Premises and has the authority to grant Producer and HGTV the permission and right herein granted and no one else s permission is required and the owner(s) will indemnify Producer and HGTV for any breach of the foregoing representation and warranty. The owner(s) of the Premises hereby acknowledges that it has no interest of any kind or nature whatsoever in such motion pictures, still photography or sound recordings made or taken by Producer and/or HGTV on or of the Premises, and the owner(s) of the Premises agrees that Producer and HGTV shall have all rights therein. The owner(s) of the Premises acknowledges and agrees that it shall have no right to enjoin the development, production, distribution, or exploitation of the Production. PREMISES: * By: * Name: Title: Telephone #:

11 City Manager s Office Fate, TX Fate Municipal Development District No. 1 To: President Megyesi and Members of the Fate Municipal Development District No. 1 Cc: Michael Kovacs, City Manager; Vickey Raduechel, City Secretary; Brenda McDonald, City Attorney From: Justin Weiss, Assistant City Manager Date: 24 May 2018 Agenda Item & Captions: (X) Discuss, consider, and take any necessary action regarding Resolution No. R Selecting as the developer selected through request for proposals (RFP) No for the privatization and redevelopment of approximately.265 acres of land located on the southwest corner of Brown Ave. and Greenhill Ln. in the City of Fate, Texas; and providing an effective date. Possible Actions: Approve, Deny, Table, Extend RFP Process Overview and Background: Chapters 377 & 505 of the Texas Local Government Code outline what the Fate Municipal Development District (MDD) is and what it can and cannot do with its funds as it pertains to economic development in general. Examples of eligible expenditures include land, buildings, equipment, facilities, expenditures, targeted infrastructure, and improvements found by the corporation s board to promote new or expand business development. With the current focus in Downtown Fate, the MDD plays a vital role in preparing the area for redevelopment. In 2017, the MDD issued a sales tax bond for economic development purposes and has acquired several properties within Downtown Fate with the intent to leverage these properties, and the improvements scheduled for the downtown revitalization, to catalyze unique and high-quality developments. The two properties offered in the RFP are situated in the northeast quadrant of the main downtown block (just south of Old Town Park). The southeast and northwest quadrants of the block both have approved development agreements for high-quality vertical mixed-use developments with residential and commercial/retail/restaurant spaces. Qualified applicants were invited to submit proposals to acquire or lease the properties for the development of a high-quality project fit for our downtown. The request for proposals was issued on April 2 nd ; a pre-submittal conference was held on April 10 th, and the deadline for proposals was May 11 th. While several entities attended the pre-submittal conference and expressed interest in the project, only one development team submitted a formal application. Their proposal has been reviewed by City Staff and is brought to the MDD for additional consideration. Financial Considerations: The goal is to redevelop the property such that the value of the new development exceeds the existing values, creates place, and generates sales tax revenue. In terms of fiscal productivity, downtown redevelopment and infill projects typically generate the highest return on investment. The applicant may seek incentives to assist in the development of their proposed project. Supporting Documents: Resolution No. R Applicant will give a presentation describing their proposal at the time of meeting 1

12 RESOLUTION NO. R A RESOLUTION OF THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 SELECTING AS THE DEVELOPER SELECTED THROUGH REQUEST FOR PROPOSALS (RFP) NO FOR THE PRIVATIZATION AND REDEVELOPMENT OF APPROXIMATELY.265 ACRES OF LAND LOCATED ON THE SOUTHWEST CORNER OF BROWN AVE. AND GREENHILL LN. IN THE CITY OF FATE, TEXAS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Fate Municipal Development District No. 1 (the District ) has declared as a Project, under Chapter 377 & 505 of the Texas Local Government Code within the Downtown Special District which boundaries are described as Old Town Core and Old Town Transition areas; and WHEREAS, on December 4, 2017, the District authorized acquisition of the properties within the Project located at 110 E. Greenhill and 105 N. Brown Ave. (the (Properties ); and WHEREAS, the Properties were acquired to prepare the land for redevelopment and promote economic development within the City of Fate as a part of the Downtown Project; and WHEREAS, the District published the Request for Proposals (the RFP ) according to State Law; and WHEREAS, the District received one proposal for the development of a quality building for a restaurant; and WHEREAS, the development of a high quality building for a restaurant will provide economic benefits to the community. NOW THEREFORE, BE IT RESOLVED BY THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1: Section 1. The above findings are hereby found to be true and correct and are incorporated herein in their entirety. Section 2. is selected as the Developer of the approximate.265 acres located at 110 E. Greenhill and 105 N. Brown Ave. for the construction of a high-quality building for a restaurant. Section 3. This Resolution shall take effect upon its passage and it is so resolved. DULY PASSED AND APPROVED BY THE FATE MUNICIPAL DEVELOPMENT DISTRICT NO. 1 OF THE CITY OF FATE, TEXAS ON THIS 17 TH DAY OF MAY, APPROVED: Lorne Megyesi, President RESOLUTION NO. PAGE 1

13 ATTEST: Victoria Raduechel, Secretary RESOLUTION NO. PAGE 2