01-24-2025 (WEDC) Agenda Packet Special CalledWylie Economic Development Corporation
Board Special Called Meeting
January 24, 2025 — 8:00 AM
WEDC Office Conference Room - 250 South Highway 78, Wylie, Texas
75098
CALL TO ORDER
INVOCATION & PLEDGE OF ALLEGIANCE
WYLIEE,DC'
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COMMENTS ON NON -AGENDA ITEMS
Any member of the public may address Board regarding an item that is not listed on the Agenda. Members of the public must
fill out a form prior to the meeting in order to speak. Board requests that comments be limited to three minutes for an individual,
six minutes for a group. In addition, Board is not allowed to converse, deliberate or take action on any matter presented during
citizen participation.
CONSENT AGENDA
All matters listed under the Consent Agenda are considered to be routine by the Board and will be enacted by one motion.
There will not be separate discussion of these items. If discussion is desired, that item will be removed from the Consent Agenda
and will be considered separately.
REGULAR AGENDA
......... Consider and act upon issues surrounding a Feasibility Study.
.............@ Consider and act upon issues surrounding Discover Wylie.
Consider and act upon a First Amendment to the Purchase and Sale Agreement between WEDC and Deft
Ventures, LLC.
Consider possible action regarding reconsideration of the First Amendment to Performance Agreement
between WEDC and MLKJ Investments, LLC.
Consider possible action regarding the re -purchase option described in the Real Estate Sales Contract
dated September 21, 2022, as amended, between WEDC and MLKJ Investments, LLC.
EXECUTIVE SESSION
Sec. 551.071. CONSULTATION WITH ATTORNEY; CLOSED MEETING.
If A governmental body may not conduct a private consultation with its attorney except:
(1) when the governmental body seeks the advice of its attorney about:
(A) pending or contemplated litigation; or
(B) a settlement offer; or
(2) on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas clearly conflicts with this chapter.
IIIIa �� m � 1
1
Sec. 551.072. DELIBERATION REGARDING REAL PROPERTY; CLOSED MEETING.
A governmental body may conduct a closed meeting to deliberate the purchase, exchange, lease, or value of real
property if deliberation in an open meeting would have a detrimental effect on its negotiating position.
ES 1. Consider the sale or acquisition of properties located at Brown/Eubanks, FM 544/Cooper, FM 544/Sanden,
Jackson/Oak, Regency/Steel, State Hwy 78/Brown, and State Hwy 78/Skyview.
Sec. 551.074. PERSONNEL MATTERS; CLOSED MEETING.
(a) This chapter does not require a governmental body to conduct an open meeting:
(1) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public
officer or employee; or
(2) to hear a complaint or charge against an officer or employee.
(b) Subsection (a) does not apply if the officer or employee who is the subject of the deliberation or hearing requests
a public hearing.
Sec. 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS;
CLOSED MEETING.
This chapter does not require a governmental body to conduct an open meeting:
(1) to discuss or deliberate regarding commercial or financial information that the governmental body has received
from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of
the governmental body and with which the governmental body is conducting economic development negotiations;
or
(2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1).
ES2. Deliberation regarding commercial or financial information that the WEDC has received from a business
prospect and to discuss the offer of incentives for Projects: 2021-4b, 2021-6c, 2022-1 b, 2022-1 c, 2023-1 c,
2023-2d, 2023-1la, 2023-11b, 2024-2d, 2024-4e, 2024-5a, 2024-5f, 2024-7a, 2024-7b, 2024-7e, 2024-8a,
2024-8b, 2024-8c, 2024-8d, 2024-9b, 2024-9c, 2024-9d, 2024-9e, 2024-9f, 2024-10a, 2024-10b, 2024-10c,
2024-11 a, 2024-1lb, 2024-11 c, 2024-11 d, 2024-11 e, 2024-12a, 2024-12b, 2024-12c, 2025-1 a, 2025-lb, and
2025-1 c.
RECONVENE INTO OPEN SESSION
Take any action as a result from Executive Session.
FUTURE AGENDA ITEMS
ADJOURNMENT
CERTIFICATION
I certify that this Notice of Meeting was posted on January 17, 2025, at 5:00 p.m. on the outside bulletin board at
Wylie City Hall, 300 Country Club Road, Building 100, Wylie, Texas, a place convenient and readily accessible to
the public at all times.
Stephanie Storm, City Secretary Date Notice Removed
IIIIa g e 12
2
The Wylie Municipal Complex is wheelchair accessible. Sign interpretation or other special assistance for disabled
attendees must be requested 48 hours in advance by contacting the City Secretary's Office at 972.516.6020. Hearing
impaired devices are available from the City Secretary prior to each meeting.
If during the course of the meeting covered by this notice, the Board should determine that a closed or executive
meeting or session of the Board or a consultation with the attorney for the City should be held or is required, then
such closed or executive meeting or session or consultation with attorney as authorized by the Texas Open Meetings
Act, Texas Government Code § 551.001 et. seq., will be held by the Board at the date, hour and place given in this
notice as the Board may conveniently meet in such closed or executive meeting or session or consult with the
attorney for the City concerning any and all subjects and for any and all purposes permitted by the Act, including,
but not limited to, the following sanctions and purposes:
Texas Government Code Section:
§ 551.071 —Private consultation with an attorney for the City.
§ 551.072 —Discussing purchase, exchange, lease or value of real property.
§ 551.073 —Discussing prospective gift or donation to the City.
§ 551.074 —Discussing personnel or to hear complaints against personnel.
§ 551.076 —Discussing deployment of security personnel or devices or security audit.
551.087 —Discussing certain economic development matters.
IIIIa m � e 13
3
01124120251tem 1.
WYLIEEDC
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Meeting Date:
Prepared By:
January 24, 2025
Jason Greiner
Consider and act upon issues surrounding a Feasibility Study.
Wylie Economic Development
Board
AGENDA REPORT
Item Number:
As the Board will recall, the WEDC has discussed conducting a feasibility study to determine the viability of various
retail, restaurant, hotel, entertainment, sports, and travel tourism uses across the community. This proactive approach will
provide actionable market intelligence to guide future decision -making processes and support strategic planning efforts
that align with the community's economic development goals.
Historically, retail, restaurant, and hotel developments have entered the Wylie market as demand becomes evident to
developers. While this organic growth model has benefits, it places the community in a reactive position, limiting our
ability to shape development to meet strategic priorities or address potential gaps in the market. By conducting a
feasibility study, WEDC can proactively identify emerging opportunities and prepare for future users, ensuring the
community is well -positioned for sustainable growth and economic diversification.
Staff is bringing this item to the Board for consideration and action regarding entering into an agreement with a consulting
firm to provide feasibility study services.
Next Steps:
• Project Kickoff & Discovery
• Existing Data Review & Market Analysis
• Onsite Development & Planning Sessions
• Detailed Financial Forecast, Economic Impact Analysis & Feasibility Report
01124120251tem 2.
WYLIEEDC
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Meeting Date:
Prepared By:
January 24, 2025
Jason Greiner
Consider and act upon issues surrounding Discover Wylie.
Wylie Economic Development
Board
AGENDA REPORT
Item Number: 2
As previously discussed, WEDC Staff is proposing to fund a comprehensive website overhaul and rebranding package
for the Destination Marketing Brand, Discover Wylie and for Historic Downtown Wylie. This initiative will enhance
Wylie's ability to promote economic development and tourism by creating a modern, cohesive, and effective digital
presence and brand identity for the City of Wylie and the Wylie Downtown Merchants Association.
Discover Wylie serves as a key tool for promoting the community to residents, visitors, and businesses. However, the
existing website and branding need an update to appropriately showcase Wylie's unique offerings and drive economic
growth. In collaboration with the City of Wylie, Wylie Downtown Merchants Association, and community stakeholders,
WEDC recognizes the need to take a proactive approach in updating Discover Wylie and Historic Downtown Wylie, as
these critical assets better position Wylie as a premier destination.
Staff is bringing this item to the Board for consideration and action regarding entering a contract for visual identity and
website redesign services. As previously discussed, both the City of Wylie and WDMA are both interested in navigating
through this process to come up with a solution that is beneficial for all.
The scope of this project would include
• Project Kickoff, Orientation, & Discovery
• Research & Planning
• Findings Presentation
• Design Introduction & Advanced Sitemap
• Design Presentation
• Website Development
• CMS Training
• Website Review & Launch
Total project completion is estimated to take up to a maximum of 40 weeks.
01124120251tem 3.
WYLIEIEDC Wylie Economic Development
Board
A EN A REPORT
Meeting Date: January 24, 2025 Item Number: 3
Prepared B : Jason Greiner (Staff Use Only)
p Y
Consider and act upon a First Amendment to the Purchase and Sale Agreement between the WEDC and Deft Ventures,
LLC.
' • •IT Me
Motion to approve a First Amendment to the Purchase and Sale Agreement between the WEDC and Deft Ventures, LLC
and further authorize the Board President or his/her designee to execute said agreement.
As the Board will recall, on August 21, 2024, the WEDC approved a Purchase and Sale Agreement with Deft Ventures,
LLC for the sale of all of Lot 1 and the southernmost portion of Lot 3, Block A, 544 Gateway Addition for $1,500,000.00.
The contract was later executed on September 12, 2024.
This First Amendment extends the Inspection Period deadline by 90 days, from January 14, 2025, to April 14, 2025.
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Original Analysis:
• All of Lot 1 and the southernmost portion of Lot 3, Block A, 544 Gateway Addition
• Effective Date of Contract: September 16, 2024
• Inspection Period Expiration (120 days after Effective Date): January 14, 2025
• Inspection Period Expiration After Extension 1: February 13, 2025
• Closing Date: March 14, 2025
Page 1 of 2
01124120251tem 3.
As presented:
• Amended Inspection Period Expiration with a 90-day extension: April 14, 2025
• Amended Closing Date on or before: June 13, 2025
Attachment
• First Amendment to Purchase and Sale Agreement - Draft
01124120251tem 3.
FIRST AMENDMENT TO CONTRACT OF PURCHASE AND SALE
This FIRST AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this "Amendment")
is made as of this day January 10, 2025 between WYLIE ECONOMIC DEVELOPMENT
CORPORATION, a Texas corporation ("Seller"), and DEFT VENTURES, LLC, a Texas limited liability
company ("Purchaser").
RECITALS
WHEREAS, Seller and Purchaser entered into that certain Contract of Purchase and Sale dated
September 12, 2024 (the "Original Contract"), with respect to the purchase and sale of the Property located
in Wylie, TX and more particularly described in the Contract; and
WHEREAS, Purchaser and Seller desire to amend the Contract to as more particularly described
in this Amendment.
AGREEMENT
In consideration of the mutual covenants and provisions of this Amendment and the Contract and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Recitals. The recitals set forth hereinabove are fully incorporated into this Amendment.
In the event the terms and conditions of this Amendment conflict with the terms and conditions of the
Contract, Seller and Purchaser hereby understand, acknowledge and agree that the terms and conditions of
this Amendment shall control. Any capitalized term not defined in this Amendment shall have the same
meaning as ascribed to such term in the Contract.
2. Inspection Period. Purchaser and Seller acknowledge and agree that the Inspection Period
currently expires on January 14, 2025, and that the Inspection Period shall be extended by Ninety (90) Days
dated from its current expiration, to now expire on April 14, 2025.
3. Inspection Period Extension Option. Purchaser and Seller acknowledge and agree that
Purchaser shall be allowed One (1) Thirty (30) Day option to extend the Inspection Period, which shall be
exercised in writing on or before April 14, 2025. If Purchaser exercises the Inspection Period Extension
Option on or before April 14, 2025, the Inspection Period shall then expire on May 14, 2025.
4. Closing Date. Purchaser and Seller acknowledge and agree that the Closing Date shall be
extended to occur by or before the date which is Thirty (30) Days following the expiration of the Inspection
Period as extended by this Amendment.
5. No Other Changes. Except as specifically amended by this Amendment, the Contract shall
remain in full force and effect and is hereby reinstated, ratified and confirmed.
6. Entire Agreement. The Contract, as amended by this Amendment, constitutes the entire
agreement between the parties with respect to the subject matter hereof, and there are no other
representations, warranties or agreements, written or oral, between Seller and Purchaser with respect to the
subject matter of the Contract, as amended by this Amendment.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original. Signatures transmitted by facsimile or e-mail, through scanned or
electronically transmitted .pdf, jpg or .tif files, shall have the same effect as the delivery of original
signatures and shall be binding upon and enforceable against the parties hereto as if such facsimile or
scanned documents were an original executed counterpart.
01124120251tem 3.
8. Binding Effect. This Amendment shall be binding upon and inure to the benefit of Seller
and Purchaser and their respective successors and permitted assigns.
01124120251tem 3.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized
representatives as of the date first above written.
SELLER: WYLIE ECONOMIC DEVELOPMENT CORPORATION,
a Texas corporation
By:
Name:
Title:
Date:
PURCHASER: DEFT VENTURES, LLC,
a Texas limited liability company
By:
Name:
Title:
Date:
10
01124120251tem 4.
WYLIEEDC
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Meeting Date:
Prepared By:
January 24, 2025
Jason Greiner
Wylie Economic Development
Board
AGENDA REPORT
Item Number: 4
0 0
Consider possible action regarding reconsideration of the First Amendment to Performance Agreement between the
WEDC and MLKJ Investments, LLC.
As the Board will recall, the WEDC entered into a contract with MLKJ Investments, LLC on September 21, 2022, to sell
Lots 2, 3, and 4 of Wyndam Estates for the development of two spec office buildings. The WEDC and MLKJ closed on
the property on December 1, 2023. At closing, both parties executed all closing documents, including a Real Estate Lein
Note (dated Nov. 30, 2023), a Memorandum of Repurchase Option (dated Nov. 30, 2023), and a Performance Agreement
(dated Dec. 1, 2023) .
At this time, MLKJ's failure to commence construction of the improvements by June 1, 2024, as described in the Contract
and Memorandum of Repurchase has granted the WEDC an option to repurchase the property, which does not expire
until June 1, 2025. Also, MLKJ's failure to obtain a Certificate of Completion on the first building prompted the WEDC
Board to consider a First Amendment to the Performance Agreement to avoid a default on the Performance Agreement.
Subsequently, on December 18, 2024, the Board approved a First Amendment to the Performance Agreement between
the WEDC and MLKJ Investments, LLC, amending the "Building A CC Deadline" in Section 2 (a). i. from one (1) year
to 18 months and to further authorize the Executive Director to execute any and all necessary documents.
Since that time, the WEDC Board has indicated their desire to possibly reconsider the First Amendment to Performance
Agreement between the WEDC and MLKJ Investments, LLC.
Staff will lead the discussion and provide any additional updates as needed.
E
0112412025 Item 4.
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Attachment
Performance Agreement
Real Estate Lien Note
0 First Amendment to Performance Agreement — Draft
12
0112412025 Item 4.
BETWEEN
WYL,IE ECONOMIC DEVFLOPMENT CORPORATION
AND
This PERFORMANCE AGREEMENT (the Agreement") is entered into by and between
the WYLIE ECONOMIC DEVELOPMENT CORPORA�fIONi a Texas corporation ( 40��U)
"Com,12any").
and MLKJ INVESTMENT's LLCa, Texas li"mitedliability company (
JI,
Mill
WHEREAS, Company may qualffy ior forgiveness ot all or a portion of the debt evidenced
sub 0 ect to Company's satisfaction
'by the Seller Note 'in accordance with the term.s, of the Seller Note,
of the Performance Obligations set forth below,
WHEREAS,, Company has also requested financial and/or economic assistance from tffih
0
WEDC to plan. and construct certain infrastructure 'improvements tio, assist in the development o'
Building A and Building B, consisting ofeconornic assistance R)r all hard and soft costs relating t
I
the constructi".on of public infrastructure and site unprovernents on or 4acent to the Property; an,
WHER]EAS, Section 501 . 103 of the Act states that the, WEDC may provide funding for
expenditures that are found by the Board of Directors to be required or suitable for 'infrastructure
necessary to, promote or develop new or expanded business enterprises, limited to streets and
roads, r�all sp�urs, water and sewer utilities, electric utintiles!, or gas utilities,,, drainage, site
improvements, and related improvements (the C4Qualified Infrastructure") , and
WHEREAS,i Company proposes to Use the economic incentives for the construction of
the Qualified Infrastructure whichIA4 11 include approved public 'infrastructure improvernents and
Performance Agreement Between Wyllie Elconloin "tic Development Corporiation and, MLKJ Investments LLC
Page I
31674179,vl
13
L .......... I
0112412025 Item 4.
' site improvements as, may be amended, from time to time, necessary for the dievelopmtint of the
Property - and
oil
for and i*n consideration of the promisies, covenants and agreements
NOW, THEREFORE,
silet forth herIei,n, the receipt and sufficiency of which are hereby acluiowledged, the WEDC and
Company agree as .1"ollows:
- -----------
2. Performance Obligations. The WEDC"s obligation. to provide Company- -with. the
# 0
Economj,c Assistance stipulated above is expressly contingent upon, Company com letina the
p
following items (the "Performance Obligations") by the due dates set forth. below-.
ilk
in
iI
Ir
Company shall construct or cause to be clonstructed Building A on the
Property, as evidenced by a Cercate of Completion or letter from the City's, Chief
Building Official (a "Certificate of CoMpletion") for Building A, no later than one
(1) year after the Effective Date ofthis Agreement (the ` "Building A CC Deadline"),
Wed, however ing A, CU
prov I that Company shall haviethe right, to extend e,,Build'
Performaime Agreement Bletween Wylle Economic DevelioptnMt Corporvition and MLKJ Investments LLC
Page,,2
36,74179,vl
14
0112412025 Item 4.
I ids of nine
Deadline two (2i) times for per'o I ty (910) additional days, each by providing
written notice thereof to WEDC prior to the'Building A CC Deadline,,
C"'41 rN W
om-P any ,shall hsupply, documentation to the WEDS 'veraying the total
project cost as evidencedby paid invoices, no later thal'ithe Building A CC Deadline,
and
ill. Company shall supply docunientat ion, to the WlE--4,DC that, the Qualiffied
Infrastructure -for Building A hasbeen completed and that, the cost of constructing the
Qualified Infrastructure for Buidding A was at. least 'Two, Hundred. Eighty Thousand
Dollars, ($280,0010�.00) no later than the Building A CC Deadline; and,
0
IV. Company shall be current on, all ad valorem taxes and ot1i.er property
taxes due on. the Property through the Buildiing,A CC Deadline and provildle written
and
notice and evidence ofsuch payment to WED,C * n a fb:rm s:at' sfktory to )WDC
KAMIRUI
15
Compallyshall. obtain a permanent Certificate of OccLq)alicy ftom the
City for at least 12,500 square f."'ect within Building A, no later than, one (1) year after
the Building A CC Deadline, as the same may have been extended (the ""Buildffigg A
CO Deadline");
Company shall be current ion all ad valorem taxe's and other property
taxes due on the Property through the Building A CO Deadline and provide written
1 actory to WEDC-, and
notice and evidence of such payment to NNTDC in. a form �sat'sf
ki*, at ore the
1 1 Company shall supply document ion to the WEDC on orbef
Building A CO, Deadline conliniiing that Company and/or its successors, or assigns
1
has maintained continuous ownership of Building.A, or providing the WEDC wl*di
the name and address of each new owner or lessee of all or part of Building, A, as
applicable.
Performance Agreement Between you Economic Development, Corporation and MLKJ Investtnents LLC
Page 3
316741790
15
0112412025 Item 4.
(c) Year Three. Economic Ass *1 stance will be provided to the Company in. the
ICI m of forgiveness, of a Porltion of the Seller'Note in an amount not to exceed Fifty
Thousland Dollars, ($50,000-00), plus, any accrued interestl upon completion of'the following
Performance Obligations -for Year, Three;
13
0) Year Four., Econ,orni,c Assistance will, be provided to the Company in the
form of forgiveness of a portion of the Seller Note in an amount not to ex,ceed Fifty
T'housand Do, llars ($ 5 0 1 0 0 0 - 0 0) 1 plus any accrued 'Interest, upon completi on ot the fol lowing,
Performance Obligations for Year Four -
Company shall obtain a permanentCertificate of Occupancy from th
City: for at least 15,000 square feet within Building B, no later than. three (3) year
after the Building A CC Deadline, (the "Buildin B CO Deadline")
Company shallbe current on all ad valorlern taxes and other property
taxes due on, the Property through the Building B CO Deadline and provide written
1 orm satisfactory to WEDC and,
notice and evi'dence of such payment to VVEDC in a f
41 * V ein
ill. Company shall. supply dolcunientatillon to the VVEDC vn* fy g the total.
I ine,
Project cost as evidenced by paid 'Invoices,, no later than the 'Builid'ng B CO ea
and
Performance Agreemenit Between Wylie Economic Development Corporation and'MLKJ Investments LLC
Plage, 4
3674179vl
16
0112412025 Item 4.
A
iv. Company shall supply documentation to the WEDC on orbefore the
Building"Bi CO Deadline confirming that, Company and/or its successors or assigns
has maintained continuous ownership of Building A and Building B, or providing the
WEDC with the narne and address ofeiach, new owner or lessee of all or part of
Building A and Buildingapplicable.
,�a) Any event of bankruptcy incurred by Company.,
(b), The conveyance by Cornpany of its interestin the Property and Improvements
without the, express written consent of the WED,C prior tothe expiration of four, (14) years
ftorn the Eff�ctive Date of o
I Agreement, such writtenCODsent f the WEDC not to be
unreasonably withheld, conditioned or delayed.
(C) `Fhe non-payment of property taxes prior to the delinquency ct.,ate imposed by
the City of Wylie, Wylie independent Sichlooll District, Collin County Commum*ty College,
and. Collin Cl.,ounty in a tm"iely manneT.,
6. 'Miscellaneous.
(a) This Agreement may not be assigned by Company without the prior written
consent of the'WEDC, which consent shall be within the sole discretion of the VVEDC.
(b) This Agreement contains the entire Agreement of the parties witin" respect to
the matters contained herein and may not be modified or terniinated except upon the
provisions, hereof or by mutual written agreernient of the parties hierieto.
Performance Agreement Betweleo Wylie Economic Devellopmen t Corporation avild MLKJ Investments LLC
Page 51
36,74179v 1
17
0112412025 Item 4.
(c) The Agreement shallble construed 'in accordancewith the laws of the State of
Texas and shall. be Performable in Collin County., Texas,
(d) This Agreement shall be binding upon and. inure to, the benefit oft p ies
hereto and their respective successors and assigns.
This Agreement is executed by the parties hereto without coercion or duress
and for substantial consildeiration,,, the sufficiency of which 'is forevier cwif�ssed.
Us Nil
(k) Time is of the essence in the Agreement,.
The parties agree this Agreement has been ch-afted jointly by the parties and
their legal representatives.
Performance Agricemeetween Wylie Ecoinolirn,ic Development Corporation and MLKJ Investments LLC
Pagle 6
3674,179,v 1
18
0112412025 Item 4.
RW� Mv,
ADOM
RM L
Performance Agreement Between Wyllie Econome p ml Corporatio u nd MLKJlrlill VC"qtMcnts LLC
Page 7
3,674179,v 1
19
0112412025 Item 4.
IN WITNESS WHEREOF, the paities have executed this Agreement and caused 'this
Agreement to be effective on the latest date as reflected 'by the signatures below (the "Effective
D to
Wylie Ecion,omicDevelopment Comoratlon, a Texas
corporation
"0
, C4",)
By:
Melisa Whitehead, President
'00 0�4'0 �
Date ofExeieution: J�Z_ 4S
MLKJ Ins estmelltS LLC, a 'Flexas limited. liabill".ty
company
Bi B,R PROFITS TNC., a Texas, corporation,
Manager
By:
"---V'ansour Khayal, President
By - Ojos Investments LLC,, a J I exas lirni ted
liability ciompany', Maiiager
By
7z v 4nocaa I7e Jaime ...-APzYc", g
Date of Execution: zz
PerfortuancleAgreement Between Wyllie Economic Development Corporation and MLKJ Investments LLC
Page 8:
3674179vl
20
L .......... I
0112412025 Item 4.
ff Iyffl_1131��K
As, used herein, the following terms shall have the following meanings.:
Date: November 30, 2023
Maker: MI-XJ INVESTMENTS LLCI'a Texas, limited fiabifity company
Maker's Mailing, Address: 110104 Claiborne Lane, Frisco, Texas, 75,0133
Payee: WYLIE ECONOMIC DEVELOPMENT CORPORATION, aTexias corporation
Place for Payment: 250 State Highway.78 South, Wylie, C10111D. COU11ty"Jexas, 75098
Wi
Principal Amount: 7"' oI-Iundt,-edTholus�ando,nd,NollOODolilbm($2010,000.00)
Interest Rate : 0111/0 per annurn
1 1, princi f
erms, of Payment-., The accrued -unpaid interest and ipal of (his, Note i.s due in our (4) annual
installments, with the first installment being due and payable upon the earlier oi� ,O the issuance of a
S, 11 1
Certificate of Completion from the City of Wylie for a 20,000 square foot building, or (ii") eighteen
(18) months from, the date hereof, with the remains ti,g three 13) annual installments being due twelve
(12), twenty-four 1(24), and thirty-six (36) months following the first installment; subject, h0wever., to
the terms of the Per-formance Agreement dated November 30, 2023,, by and between Maker and
Payee (the "Performance Agreement"), which will provide of,or economic 'incentives that wifl include
credits to the payment obligations herein. Upon payment in full of this Note pursuant, to th-e ternis of
this Note or Maker's performance as set forth, iii the Perforinance Agreement, Payee shall releaseall
I'lens�("Incl,udi".n.g,withotit,llm*ltationt,he Vendor" s I.Jen in the Special Was iarity, Deed, conveying)- the
Property to, Maker and the Deed of Trust dated November 30, 2023, by Maker ("Deed of Trust") mid
this Note shall be fully released with the, original being returned to Maker marked "PAID IN
FULL
Security for Payment-., This Note is secured by a Deed of Trust of even datehierewith from. Maker to
Chris, Zillmer, Trustee, covering thefollowing described property
Wyndam Estates, Phasse'111, an Addition to the C�ity of Wyllie,
Collin County, Texas, accordingtothe lat thereof recorded "in Volume F, Page 579,
P
Plat Records of Collin County, Texas (the "Property,
0
Subject to the terms of the Performance Agreement, Maker promises to pay to the order of
Payee at the Place for Payment and according to the Terms of Payment the Principal Amount at the
rates stated above. All unpaid amounts shall be due by the final scheduled payment date.
If Maker defaults, in the payment of'this, "Note or 'in the performance of any material
*b1ligation in the Deed ofTrust (a d "Default"), anthe Diefault continues after Payee gives Maker
written notice of the Default and a reasonable time within which it must be cured, as may be required
by law or by written agreement, then Payee may declare the unpaid principal balance on this Note
Real Estate Llem Note — Page I
31674185v]
21
0112412025 Item 4.
immediately due. Maker and each surety, endorser, and uaTantor waive all demands for payment,
1 9
ity, notices of acceleration of
presentations for playmeino
t, notices fintiention to accelerate matur�l
razatu"rity, protests, and notices of protest, to the extent permitted by law. Notwithstanding anytning
to, the contrary, in 'the event of a 'Default, Maker shall not be liable for any amount forgiven
associated With thisi Nolte as, setl7olrth in the Performance Agreement,.
Ifthis Note or Deed of'Triust i<s, 've ti it" suit i's
gi - n tolrcui attorney for collection or, enfbricernen, or
broIught -for collection or enforcement, or if 'it is colle,cted or enforceld through probate, bankruptcy,
or other Judicial proceeding, then Maker shall - lay Payee all costs oficollection anct en"torcemenL,
,P
including reasonable at�torney"s fees and court costs, in addition to other amounts due.
Maker is responsible fori all obligations, represented b,y this"Note,
When the context requires, singular nouns and pronouns include the plural.
all
!WAZA
IM
L�
Real Estate Lien Note — Page "2
31674185v I
22
0112412025 Item 4.
Executed to be effective on the date set fo�rth above:
'MLKJ Investments LLCl a Texas limited, lia'bility-
coni'Pany
10, a Texas corporation
By-, BR PROFITS, INC.,
Manager
"OrPr
�00
000
10 0000
alifflo ww"O
'000,00000
By ai
Mansiour Khayal, President
BY: Ojos Investments I..,I,C,, a ""Fexa.s limited
liability con any, Manager
By:
Jalme lPSzYc!laiz r
1�
,Abernathy, Roelder, Boyd & Hullett, P.C.
1. 7'00 Redbud Boliflevard, Suite 3 010
McKinney, Texas 75069
Real'Estate Liten Note — Plage 3
36,741851vi
23
01124120251tem 4.
FIRST AMENDMENT TO PERFORMANCE AGREEMENT
THIS FIRST AMENDMENT TO PERFORMANCE AGREEMENT (this "First
Amendment"), is entered into and is effective as of the 18th day of December, 2024 (the "Effective
Date"), by and among the WYLIE ECONOMIC DEVELOPMENT CORPORATION (the
"WEDC", a Texas economic development corporation, and MLKJ INVESTMENTS LLC, a
Texas limited liability company ("Company_").
WITNES SETH:
WHEREAS, WEDC Board of Directors and Company entered into that certain
Performance Agreement dated December 1, 2023 (the "Performance Agreement") to facilitate the
Company's proposed construction of (1) a new spec office building containing at least 25,000
square feet of space ("Building A"), and (11) a new spec office building containing at least 20,000
square feet of space ("Building B" and together with Building A, the "Improvements") on that
certain acre tract of land known as Lots 2, 3, and 4 of Wyndam Estates, Phase III, an Addition to
the City of Wylie, Collin County, Texas, according to the plat thereof recorded in Volume F, Page
579, Plat Records of Collin County, Texas (the "Property"),
WHEREAS, the parties desire to amend the terms of the Performance Agreement by
extending the Building A CC Deadline timeframe as relates to the Year One Performance
Obligations set forth in the Performance Agreement and maintain the Company's extension
options; and
WHEREAS, the Property was sold and conveyed to the Company pursuant to that certain
Real Estate Sales Contract dated on or about September 21, 2022, between Seller and Purchaser,
as amended (the "Contract");
WHEREAS, according to terms of the Contract, and as further evidenced by that certain
Memorandum of Repurchase Agreement dated November 30, 2023, the WEDC holds the option
to repurchase the Property (the "Repurchase Option") due to the Company's failure to commence
construction of the improvements described in the Contract on or before June 1, 2024;
WHEREAS, WEDC and Company desire to modify and amend the Performance
Agreement in certain respects, as more particularly set forth in this First Amendment, and affirm
WEDC's continuing right to exercise the Repurchase Option.
NOW, THEREFORE, in an effort to address unforeseen delays in the construction
timeline, WEDC and Company agree to amend and modify the Performance Agreement as
follows:
1. Defined Terms. Capitalized terms used but not defined in this First Amendment
will have the meanings given to them in the Performance Agreement.
2. Modification of Section 2.(a)i. Notwithstanding anything to the contrary contained
in the Performance Agreement, Section 2.(a)i of the Performance Agreement is hereby amended
First Amendment to Performance Agreement — MLKJ Investments LLC — Page 1
4647258
24
01124120251tem 4.
to modify the Building A CC Deadline by deleting the reference to "one (1) year" and replacing it
with "18 months." The Company shall maintain its two (2) 90-day extension options as granted in
the Performance Agreement, which may be exercised prior to the expiration of the Building A CC
Deadline, as extended herein.
3. Acknowledgment of Repurchase Option. The Company hereby acknowledges that
it failed to meet the deadline to commence construction of the required improvements on or before
June 1, 2024. Accordingly, Company further acknowledges that WEDC has a continuing right to
exercise its Repurchase Option, provided it provides the Company notice of its election to exercise
such option on or before June 1, 2025.
4. Ratification. As expressly modified by this First Amendment, the Performance
Agreement is hereby ratified and confirmed by WEDC and Company.
5. Counterparts; Transmission. This First Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which shall constitute one and
the same agreement. Transmission of an executed signature page of this First Amendment by
email will be effective to create a binding agreement.
[SIGNATURE PAGE FOLLOWS]
First Amendment to Performance Agreement — MLKJ Investments LLC — Page 2
4647258
25
01124120251tem 4.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to be
effective as of the Effective Date written above.
WEDC:
Wylie Economic Development Corporation,
a Texas Corporation
By:
Name:
Title:
COMPANY:
MLKJ Investments LLC,
a Texas limited liability company
By: BR PROFITS, INC.,
a Texas corporation,
its Manager
0
Mansour Khayal, President
By: Ojos Investments LLC,
a Texas limited liability company,
its Manager
0
Jaime Lipszyc, Manager
First Amendment to Performance Agreement — MLKJ Investments LLC — Page 3
4647258
26
01124120251tem 5.
WYLIEEDC
,��w�u�i;�sY����vdN��+�r�r��Ai��v�v,Nw��je1� Ypito�vroii,M�,x�n�rs��°��.
Meeting Date:
Prepared By:
January 24, 2025
Jason Greiner
Wylie Economic Development
Board
AGENDA REPORT
Item Number: 5
0 0
Consider possible action regarding the re -purchase option described in the Real Estate Sales Contract dated September
21, 2022, as amended, between the WEDC and MLKJ Investments, LLC.
As the Board will recall, the WEDC entered into a contract with MLKJ Investments, LLC on September 21, 2022, to sell
Lots 2, 3, and 4 of Wyndam Estates for the development of two spec office buildings. The WEDC and MLKJ closed on
the property on December 1, 2023. At closing, both parties executed all closing documents, including a Real Estate Lein
Note (dated Nov. 30, 2023), a Memorandum of Repurchase Option (dated Nov. 30, 2023), and a Performance Agreement
(dated Dec. 1, 2023).
At this time, MLKJ's failure to commence construction of the improvements by June 1, 2024, as described in the Contract
and Memorandum of Repurchase has granted the WEDC an option to repurchase the property, which does not expire
until June 1, 2025.
Staff will lead the discussion and provide any additional updates as needed.
Attachment
• Real Estate Sales Contract
• Memorandum of Repurchase Option Agreement
27
0112412025 Item 5.
1 DO M'x
STATE OF TEXAS
COUNTY OF COLLIN
t
THIS REAL ESTATE SALES CONTRACT (this Contract,") is rnadeby, and be; ween the
WYLIE ECONOMICDEVELOPMEENT CORPORATION, a Texas corporation, of 2SO State
Hi*ghwaY 78 South,;Wylie, Texas 75098 ("Seller") ML,KJ INVESTMENTSI L LC, a Texas
"tted assigns
limited liability company, of 6612 Wiffidrock, Dr., Dallas, 1,X3 752,52, or its penni
("Purchaserl"), upon the terms 61* et f A
and con 1 ions s orth herein.
With Vendori"s
1 .01 Seller hereby sells and a,gi-ees to convey by, Special, Warranty Deed
Lien (the "Deed."'), and Purchaser hereby purchases and agrees to pay f6r, that certain, real estate
and any improvements located thereon, bein,g Lot 2,, 3,, and 4 oif Wyndam, EsWes, Phasefll, an
Addition to the City ofWyl,ije, CoUln County, Texas,, according to the plat thereof recorded i'll
Volunie F, PagePlat Records, of Col1m, County, Texas, (the
Seller also sells and agrees to convey, and Purchasezr hereby agrees to pay for,, all and
singular, the, r,ighits and ap httitle and
, purtenances per,, taffimg to t,he Property, including" any rig
interest of Sellerin and to adjacent, streets, road,si, alleys or ri"glits-of-way, and ]including all rights
to all oil, gas, and other, miner a,ls,, togerffier with, any 'improvements, fixturesand, personal property
situated on and attached to the Property, (all of such dappurten
real prqperty, rights, anances being
hereinaft, r colledively referred to as, the "'P for the consideraetion, and, upon tbterms and
LPQ�ety I I
&"I
Real Estate Sales Contract — Page 1,
3674176vt
28
01124120251tem 5.
ARTICLE 1
PURCHASE PRICE
Amount of Purchase wee
2.01 The purchase price (herein called the "Purchase rice") for the Properly shall be
the surn of Five .hundred Thousand and Ar oar $ 5 00,o 0 0.0 .
a meat of Purchase Price
2.02 The. Purchase Price shall be payable as follows:
(a) Cash at Closing in the amount of Three Hundred Thousand and Noll 00
Dollars o, o. o ; and.
(b) Seller F anei : The balance of the Purchase Price will be in the form of a
promissory note (the "Seller Ne") from rchaser to Seiler in the amount of Tmo
Hundred r d and No1100 Dollars 20 , o. o > bearing interest at zero percent
(0.00%)per a num, secured by a Vendor's Lien and a Deed of Trust, with the Seller Note
being due and payable in Dual installments of interest and principal with the first payment
being due and payable upon the earlier o i the 'issuance of a Certificate of Completion
from the City of Wylie for a 20,000 snare foot building on the Property, or 1i eighteen.
(18) months after the Closing rate, -nth the remaining two 2 annual installments being
due twelve 2 and twenty -Four 24 months following the first installment, .t, suet to the
terms.s of the Perfonnance Agreement; PROVIDED,- HOWEVER, that the all or a portion
of the Seller Note may be released without payment thereon in the event Purchaser
complies with the. performance requirements ents set forth in a Perfomiance Agreement
described in Article II, Section 2. 2(b) hereinafter set forth.
Real Estate Bads Contract — Page
74176v
29
01124120251tem 5.
N Seller and Purchaser shall enter into a Performance Agreement (the
"Performance . ee e f" whereby Seller agrees to make available to Purchaser a
financial economic grant equal to the amounts oared under the Seller Note in the event
Purchaser meets certain economic criteria in the form set forth in the Performance
Agreement attached hereto, marked Exhibit A, and made a part hereof for all purposes.
(c) The Seller Note, the Vendor's Lien, and the Deed of Trust Ilea seeming it
shall be second and inferior to the promissory note and lien to be executed by Purchaser
and payable to a third -party lender (and such third -party lender"s successor and assigns and
any subsequent holder of the underlying promissory note and lien) "mender"' for the
construotion of the proposed improvements on the Property. Seller agrees to execute a
Subordination Agreement with Leader in a form approved by all parties.
(d) If the City of Wylie, the Texas Department of Transportation Tx of or
any other third party acquires any frontage or portion of the Property prior to the Closing,
whether through an agreed transaction or through o .demna on, the Purchase Price shall
be reduced by the amount of the gross sales price of the frontage or other portion of the
Property sold, or in the evert such frontage or other portion of the Property is obtained by
ondenmatlon the reduction in the Purchase Price shall be the fa market value of the
frontage or other portion oft e Property conveyed. Seller agrees to keep Purchaser advised
of the status of any such sale or conveyance of property.
Real Estate Sales Contract — Page
41?l
30
01124120251tem 5.
ARTICLE III
PURCH.S .' S OBLIGATIONS
Conditions to Purchaser' b�gatonis
01 The obligation of Purchaser hereunder to consummate the transaction contemplated
hereby is subject to the satisfaction Of each Of the f0owing conditions (any of which may be
waived in whole or in part by Purchaser at or prior to the closing).
Prelim Title Commitment
3.02 Within twenty 2 days after the execution date of this Contract, Seller, at Seller's
sole cost and expense, shall have caused Lawyers Title Company (Baron Cook),, 250 Highway
South, Wylie, Texas 75098 (the `"Title Corn an I to issue a prefitminary title commitment ent (the
"Title Commitment", accompanied by true, correct and legible copies of all recorded documents
relating to the Property referred to in the Title Cornmiitm (the `Title Documents'). Purc ascr
shall give Seller Witten notice on or before twenty days following receipt of the later of the
Title Commitment, Title Documents, and Spey of any objections Purchaser may have to such
Title Commitment, Title Documents, and Surrey. Any exceptions listed in Schedule C of the Title
Commitment shall be deemed objectionable to Purchaser. Purchaser hereby agrees that onin
g
ordinances (unless Purchaser's intended use of the Property violates or is improper under the
current applicable zoning ordinances), the lien for current taxes, and any items not objected to
timely by Purchaser sal hereinafter be deemed to be permitted exceptions and Purchaser shall
not be entitled to object to the status of title or avoid the closing on account of such permitted
exceptions. In the event Seller is unable or Unwiffing to cure Purchaser's objections then within
ten 10 days after receipt of Purchaser"s Witten notice, Seller shall, notif�F Purchaser of the same
and this Contract, any Options granted hereunder and the Per or ance Agreement shall thereupon
Real Estate Sales Contract — Page
3674176vl
31
01124120251tem 5.
e null and void at chaser's option for purposes, and the Escrow Deposit shall � � forthwith
retumed by the Title Company to Purchaser. Purchaser5s failure to give Seller Witten notice of
such objections as provided herein shalI constitute Purchaser"s acceptance thereof.
Survev
3.03 Within twenty 2 days after the execution of this Contract Seller shah at
Purchaser" s sole cost and expense, cause to be delivered to Purchaser and the Title Company a
current plat of survey ` Su ve f' of the Property, prepared by a duly licensed Texas land surveyor.
'fhe Survey shall be in a form acceptable to the Title Company In order to allow the Title Company
to delete the survey exception at Purchaser's expense (except as to "shortages in area7 from the
Owner's Title Policy to be issued by the Title Company. The Survey shall be staked on the ground,
and the plat shall show the location of all 'improvements, highways, streets, goads* railroads rivers
creeks, or other grater courses, fences, flood plain as defined by the Federal Insurance
,dnu'n.stration!, easements, and rights -of -war on or adjacent to the Property and shall set forth the
number of total square feet comprising the Property.
Feasibility Period
3.04 Purchaser shall have one hundred and eighty l o days followm'g the effective date
of is Contract, in which to inspect the Property and deteue if the see Is stable for
Purchaser's intended use (the " ea l i i Period"). In the event Purchaser notifies Seller in
writing on or before :00 p.m. on the last day of the Feasibility Period that Purchaser disapproves
or is dissatisfied in any way with the Property, such deter"x ation to be .made in Purchaser"s Purchaser"sole
and absolute discretion, then this Contract shall terminate. In the event Purchaser fails to so notify
Seller in writing prior to the expiration of the Feasibility Period ofPurchaser's election to terminate
this Contract, this Contract shall continue in full force and effect.
Real Estate Sales Contract — page
36 1?6vl
32
01124120251tem 5.
3.05 Seller hereby grants to Purchaser and Purchaser, s representatives, contractors and
agents the right to enter upon the Property and conduct such tests as Purchaser deems necessary.
Purchaser sM1 indemnify and hold harmless Seller from all claims,, actions or causes of action
which might occur as a result of the negligence of Purchaser, Purchaser's representatives,
cntrtrs or agents while entering upon er testing of the Propel and provided der that
Purchaser shall be responsible for all damages occasioned to the Property arising out of the
negligence of Purchaser ding its occupation. Notwithstanding anything heremn to the conk
Purchaser shall not he liable in any way or form due to any damages arising out of the sole or
contributory negligence or intentional acts of Seller.
ARTICLE IV
CLOSING
4.01 The closing shall be at the 'title Company, on or before thirty days following
the expiration of the Feasibility period (which date is herein referred to as the "Closing Date").
4.02 At the closing, Seller shall:
(a) Deliver to Purchaser a duly executed and acknowledged Special Warranty
Deed conveying good and indefeasible title in fee simple to all of the Property, free and
clear of any and all liens, encumbrances, conditions, easements,, assessments, and
restrictions, except for the 'lowing:
(1) General real estate taxes for the year of closing and subsequent years
not yet due and payable;
(2) Any exceptions approved by Purchaser pant to this Contract;
and
(3) Any exceptions approved by Purchaser in 'meriting.
Real Estate Sales Contract — Page
674171v]
33
01124120251tem 5.
(b) Deliver to Purchaser, at Purchaser's sole cost and expense, a Texas Owner's
Title Policy issued by the Title Company, in Purchaser's favor in the fWl amount of the
Purchase Price, insuring purchaser's fee simple title to the Property, together with the value
of any proposed Improvements (additional coverage at Purchaser's expense), subject only
to those title exceptions listed. ire this Contract such other exceptions as may e approved
Lnwrifing by Purchaser, and the standard Printed exceptions contained in the use form o
Texas ovner's Title Policy contaffiing a surrey exception deletion, at the expense of the
Purchaser,, except as to shortages . area.
{c) Deliver to Purchases the executed Performance Agreement.
(d) Deliver to Purchaser possession of the Progeny.
4.03 At the closing, purchaser shall deliver to Seller the executed Performance
Agreement, the Seller Note, and the Deed of Trost executed by purchaser in favor of the Seller,
4.04 All state,, county, and municipal taxes for the then current year relating to the
Property, if any, shall he assumed by the Purchaser. Any rollback taxes that may be assessed
against the Property shall he the responsibility of the purchaser.
NOTICE REGARDING POSSEBLE LIABILITY FOR ADDITIONAL TES
If or the current ad valoremtax year the taxable value of the land that is the subject of this
Contract 1s determined by a special appraisal method that allows for appraisal of the land at less
its market value, the person to whom the land is tans erred may not be allowed to qualify the
lard for that special appraisal in a, subsequent tax year and the land may then be appraised at its
full market value. In addition, the mas er of the land or a subsequent change the use of the land
may result M the imposition of an additional tax plus interest as a petty for the transfer or the
change in the use of the land. The taxable value of the lard and the applicable method of appraisal
Real Estate Sales Contract — Page 7
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01124120251tem 5.
for the current tax year is public infonnation and may be obtained from the tax appraisal district
established for the county n which the Iand is located,
4.05 Each party shall pair any a.tt me 's fees incurred by such party. All other costs and
expenses of closing the sale and phase of the Property s aH be borne and paid by the Purchaser.
ARTICLE V
REAL ESTATE COMMISSIONS
5r I It is expressly understood and agreed that there are no brokers involved in this
transaction.. In the event a broker is occasioned by the consummation of this Contract, the
Purchaser shall be responsible for all real estate commissions,
ARTICLE VI
ESCROW DEPOSIT
6.01 Upon the full execution of this Contract and for tbim purpose of securing the
performance of Purrhaser under the terms and provisions of this Contract, Purchaser shall deliver
to the Title Company, a check in the amount of five thousand US $ ,00 . as the Escrow
Deposit which shall apply toward the Purchase Price at closing.
ARTICLE VII
CASUALTY
7.01 All risks of loss to the Propel shall remain upon Seller pr'or to the Closing.
ARTICLE VIII
REPRESENTATIONS
8,01 As a material inducement to the Seller and Purchaser to execute and perform its
obligations under this Contract, the Seller and Purchaser hereby represent and warrant to each
other as of the date of the execution ofthis Contract, and through the date ofth closing as follows:
Real Estate Sales Contract — Page
41
35
01124120251tem 5.
(a) Seller Is the owner M fee of the property;
(b) o the best of Seller"knowledge, there are no actions, suits or proceedings
(including condemnation) por threatened a a n.st the Property,at law or in equity
or before any federal, state, municipA or other govenu aent agency or instnunentali
domestic foreign, nor is the Seller aware of a facts which t its knowledge � ght refit
in any such action, suit, or proceeding*
(c) The Proper is not in a water district.
ARTICLE IX
OPTIONS TO PURCHASE
.off. Purchaser hereby grants to Seller (from and after the Closing Date) the exclusive
right and option to purchase the Property (the " do 35) on the following terns and subject t to the
followingprecedent-,
(a) The Seller will have the Option to re -purchase the Property in the event the
Purchaser fails to commence construction of the Improvements on or before six months
following Closing;
(b) The purchase pn*ce of the Property shall be equal to the Purchase Pr* e
which shall he paid either in the form of cash and/or as a credit against Seller"Note, less
any suns that must be paid to any affifliate or Ord parses to elm any liens or
encumbrances to the Property. Jon any such re -purchase, the Property shall be conveyed
to Seller by Special. warranty Deed and Seller shall be responsible for the costs of an
owner? s Policy of title insurance, endorsements thereto,, and any deletion of the survey
exception_
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01124120251tem 5.
(c) Seller must close upon exercise of the option within thirty (30) days of the
exercise of the option.
(d) Seller's right to exercise the Option is conditioned upon Purchaser failing
to commence construction of the Improvements ents as dewed in and by the date es r'bed in
the Performance Agreement.
(f) The Option shall be subordinate to the rights of any leader(including such
lender's successors and assigns) for Purchaser pros"id.g financing for the construction o
improvements upon the Property, the rights of such lender to be set forth 'in any deed o
trmt filed of record, other instr=ent filed of record', or in the subordination agreement to
be mutually agreed upon by Seller and Purchaser"s Purchaser"construction lender.
(g) Seller's failure to give Witten notice to Purchaser of the exercise of this
Option on or before eighteen (18) months from the dale of Closing shall automatically and
immediately terminate all of Seller's ruts under this Section 9.01.
.02 The pies agree to execute a er. orandw-n of option that may be recorded by the
Parties M the Land Records of Collin Counter, "texas.
9.03 The provisions of dole IX sbaU survive closing and not be merged therein.
ARTICLE X
BREACH BY SELLER
10.01 In the event Seller shall fail to fly and timely perfonn any of Sefler's obligations
hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's
default, Purchaser may pursue specific performance, as its sole and exclusive remedy.
Real Estate Sales Contract - Page 10
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01124120251tem 5.
ARTICLE XJ
BREACH BY PURCHASER
I 1 .0 1 In the event Purchaser shall fail to fly and timely perform any of Purchaser"
obligations hereunder or shall fail to consummate the purchase of the Property for any reason
except Seller's default, and Seller not being in default hereunder,, may .r e specific
performance, as its sole and exclusive remedy.
A.lCEXII
MISCELLANEOUS
Survival of Covenants
12.01 Any of the representations, warranties, 00venants and agreements of the a� as
P
well as any rights and benefits of the parties, shall serve the closing and shall not be merged
theremn.
Notice
12.02 Any notice required or petted to be delivered hereunder shall be deemed
received when sent by United States mail, postage prepaid, certified mail, return receipt requested,
addressed to the Seller or the Purchaser,, as the ease may be, at the address set forth herein above.
Texas Lave to A �
12-03 This Contract shall be cowed under and in accordance with the laws of the State
of Texas, and all obligations of the parties created hereunder are performable M 11 Cow
Texas.
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01124120251tem 5.
RgqiesBound
12.04 This Contract shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, admffiistrators, legal representatives, successors and assigns-
Tbis Contract is not assignable by the Purchaser without the Witten consent of the Seller.
Nondisclosure
12.05 Neither party shall disclose to any person or entity,, except for the parties' attome s
y,
accountants, leaders and prospective leaders, or other professionals, the terms of this Agreement
ent
or the identity of te parties and shall not issue any press or other infonnational releases without
the express Witten consent of e e . party,, subject to the requirements of the Texas Public
Information Act, the Texas OpenMeetings Act, or any other later or court order re a party
to disclose inforation regarding or related to this Agreement.
Leg@1 Construction
12.06 In case any one or more of the provisions contained in this Contract 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 hereof, and this Contract shall be construed
as if such invalid, illegal, or unenforceable provision had never been contained herein.
hnttin
12.07 This Contract constitutes the sole and only agreement of the parties hereto are
supersedes any prior understanding or Witten or oral agee .eats between the parties respecting
the within subject matter. This Contract cannot be modified or changed except the Witten,
consent of all of the parties.
Time of Essence
12.08 'ir a is of the essence of this Contract.
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01124120251tem 5.
.ttome.Y's Fees
12.09 Any party to this Contract which is the prevailing party in any legal proceeding
apt any other paw to this Contract brought under or with gelation to this Contract or transaction
shall be additionally entitled to recover comet costs and reasonable attor e s' Fees from the non -
prevailing per•
Gender and Number
12. 10 Words of any gender used this Contract shall be held and construed to include
any other gender, and words the singular number shall be held to include the plural, and vice
versa., unless the context requires otherwise.
Uerorandum of Contract
12.11 Upon the request of either paw, both parties shall promptly execute
memorandum of this Contract suitable for filing of record.
Cor�llae
12.12 In accordance with the requirements of Section 28 of the Texas Real Estate License
Act, Purchaser is hereby advised that It should be Wished with or obtain a policy of title
h
ms .ran ei
Effective Date of Contract
12-13 The term ".effective date of this Contract'' as used herein shall mean the later of the
to 2 dates on which this Contract is ftffly signed by Seller or Purchaser, as indicated by their
sutures below, which later date shall be the date of final execution and agreement by the parries.
[Signature Page Follows]
Real Estate sales Contract — Page 1
3674176A
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0112412025 Item 5.
Executed on the dates, set, forth, at the signatures ofthe pardes htreto.
M
Wylie Economic Development Corporatio4, a,'Texas
corporatioll
Investments LLC, a Texas limited liabitity
company
By: BR PROFITS INC.P a Texas, cor on,
porati
Manager
B
Manslour Khayal, President
By-K-1 Ojos Investm, ents LLC, a, Texas limited
liability company'. Manager
By:
ps,zyc,,, an iler
Jai Li
Date of Executilm: ilozz
Real-Eistate Si2leS Contract — P�a,ge 14
3 674 1 76v I
41
0112412025 Item 5.
TITLE COMPANY ACCEPT, ANCE
The'Title Company acknowledges recelpt of the Eamest Money on
2022, and accepts the Eamest Money, subject to the terms and conditions, set forth in this Contract.
Lawyers, Title Company
ki
By,
... . ... ...
Name
Tale:
Title Company
Address-, Sq y 78 . Hi,'hwa
. .. ... ........ ..... 2,r5lwr
TX 75098
Telephone,-
e
LA
11 1 * 'x
F ax lv "x' i"""' ,as+1"i
S
Real Estate Saki Contr,. Page 15
3674176A
42
01124120251tem 5.
43
01124120251tem 5.
Exhibit A
Form of Performance Ageement
Real Estate Sales Contract —Page 16
67 17 vl
44
0112412025 Item 5.
MEMORANDUM OF 1.UPU'RC'11ASE OPTION AGREEMENT
STATE OF TEXAS §
§1
COUNTY OF COL.LIN §
lilt
oil L
lit
TIOM- 4
B. The Property was solid and conveyed to Purchaser pursuant to that certain Real,
Estate Sales CiOntract dated on or about September'21, 2022, between Seller and Purchaser, as
amended (the "Contract").
C. Accordi'ng to terms, of flic Contract, Seller has the option to repurchase the
Property (the "Re ut�,Mlase()wtipn`) iti the event Purchaser fails to commence construction of the
improvements described *In -the Contract on or before September 30, 2024. If Seller 'aiis to give
written nob"ce to, Purchaser, exercising the Repurchase Option on or beore September 30, 2025,
the Repurchase Option shall, automatically terminatie. 'l"he terms and conditions of the
Repurchase Opfion are moire particularly describled in Article IX of the Contract.
DI. Seller and Purchaser die re to confirm, and reflect of record the existence of the
Repurchase Option set forth in the Contract.
I- ry-I
NOW, THEREFORE. and. in, consideration. oil, zen andIV61100 Dollars ($10,00) and
other good and valuable consideration, the receipt and suffici*en.cy of wbil'.ich, are hereby
k "
acknowledged by the parties hereto,, and. 'in order to effectuate certain provisions, of the Contract,
the plartles hereby state and agree as follows:
ion and that
1. The Parties confirm that the Property is subject to the Repurchase Opt*
the Repurchase Option has survived -the salle and conveyance ofthe Property to Purchaser and is
infull force and effect and fully binding on the Property.
2. Capitalized teriTisweed , herein without specific defirll*tlion shall have the respective
meanings given themin the Contract,.
UNKI "I
Memorand,um of �Repurchase Option Agroemetint —Page I
I
_161741841
45
0112412025 Item 5.
IN" WITNESS "EREO,F, the parties, have executed, this Memorandum effective as of
the to set forth above.
Wylie Economic Devielq ment Corl�oration a
1)
Texas corporation.
B y
Mefisa Wh1tehead, President
STATE OF TEIX.A,kS §
COUNTY OF COLLIN' §
r f'his instrument was acknowledged before me on the day of
20,23, by Mefisa Whitehead,, President of Wylie Economic
D evenI a Texas corporation, on its behalf, lopmet Corporation,,
Memorandum of' Repurchave Option Agreement —Page 2
31674184v I
46
l
0112412025 Item 5.
MLKJ Investments LL,C, a Texas limited liability
company
By: BR PROFIT Si fNC., a Texas, corporation,
Manager
0
00
. . . . ................................................... ..
M,
atisour K,iayal, Kriesident
By Ojos Investments L,LC, a Texas limited
liability company, Manager
By:
JaAiln LiPszyc, ianiag
STATE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on the day of
1 .4
20,2311 by Mansour Khayal, President of BR. PROF,IFI'S, INC., a, Texas corporation, Manager of
MLKJ Investments LLC, a Texas fimi"ted. liability company, on its behalf.'.
.......... .........
R BARON GOOK
NOTARY PUBLIC
STATE OF TEXAS
oitary Public, State of Texas
STATE OF "I"EXAS §
COUNTY O�FOILLIN' §
This instrument was acknowledged before me on the day of
20231i by Jaime Li*pszyc, Manager of O`os Investments LLC a Texas limited liabiflAy company,
j I
Manager of MLKJ Investments I.I.C. a Texas limiteld liability company, on lts behalf
D. BARON ICO,OK
NWARY PUBLIC
.. XAS
STA . OF TF
D # 310130-6 -------
ircts 03-26 2027 Notary Public, State of Texas
Memorandum of'Repurchase, Optilon Agreement — Page 3
36741841