08-19-2020 (WEDC) Agenda Packet WYLIE, TX NOTICE OF MEETING
ECONOMIC DEVELOPMENT CORPORATION
Regular Meeting Agenda
August 19, 2020— 8:30 A.M.
Wylie Municipal Complex—Council Conference Room
300 Country Club Road, Building#100
Wylie, Texas 75098
Demond Dawkins President
John Yeager Vice President
Melisa Whitehead Secretary
Gino Mulligi Treasurer
Tim Gilchrist Board Member
Mayor Eric Hogue Ex-Officio Member
Chris Hoisted,City Manager Ex-Officio Member
Jason Greiner Executive Director
Angel Wygant BRE Director
Rachael Hermes Senior Assistant
In accordance with Section 551.042 of the Texas Government Code, this agenda has been posted at the Wylie
Municipal Complex,distributed to the appropriate news media, and posted on the City Website: www.wylietexas.gov
within the required time frame.
CALL TO ORDER
Announce the presence of a Quorum.
INVOCATION & PLEDGE OF ALLEGIANCE
CITIZEN PARTICIPATION
Residents may address the WEDC Board regarding an item that is or is not listed on the agenda. Residents must
provide their name and address. The WEDC Board requests that comments be limited to three (3) minutes. In
addition, the WEDC 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 WEDC Board of Directors 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.
A. Consider and act upon approval of the July 22,2020 Minutes of the WEDC Board of Directors
Meeting.
B. Consider and act upon approval of the July 2020 WEDC Treasurer's Report.
ACTION ITEMS
1. Consider and act upon a Third Amended Promissory Note for American National Bank Loan
88193982.
WEDC—Agenda
August 19, 2020
Page 2 of 3
2. Consider and act upon a First Amendment to the Performance Agreement between the WEDC
and North Dallas Wylie Land Investors, LLC.
3. Consider and act upon a Performance Agreement between the WEDC and GDA Investments,
LLC. —Series 53.
4. Consider and act upon issues surrounding a Purchase and Sale Agreement between WEDC and
McClure Partners Construction Company.
DISCUSSION ITEMS
5. Staff report: WEDC Property Update, Downtown Parking, upcoming events, WEDC
Activities and Programs.
EXECUTIVE SESSION
If during the course of the meeting covered by this notice, the Wylie Economic Development Corporation (WEDC)
should determine that a closed or executive meeting or session of the WEDC 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 WEDC Board at the date, hour, and place given in this notice as the WEDC 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 sections and purposes:
Texas Government Code Sections:
§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.
Section 551.072 (Real Estate) of the Local Government Code, Vernon's Texas Code Annotated
(Open Meetings Act). Consider the sale or acquisition of properties located at:
• State Highway 78 &Brown
• State Highway 78 & F.M. 544
• Cooper& F.M. 544
• Sanden& F.M. 544
• Jackson& Oak
Section 551.074 (Personnel Matters) of the Local Government Code, Vernon's Texas Code
Annotated(Open Meetings Act).
• Evaluation of WEDC Director
Section 551.087 (Economic Development) of the Local Government Code,Vernon's Texas Code
Annotated(Open Meetings Act). Deliberation regarding commercial or financial information that
the WEDC has received from a business prospect and to discuss the offer of incentives for:
WEDC—Agenda
August 19, 2020
Page 3 of 3
• Project 2018-2a
• Project 2018-9b
• Project 2018-9c
• Project 2018-1Oc
• Project 2019-12a
• Project 2020-4a
• Project 2020-7a
RECONVENE INTO OPEN MEETING
Take any action as a result from Executive Session
ADJOURNMENT
CERTIFICATION
I certify that this Notice of Meeting was posted on this 14th day of August 2020 at 5:00 p.m. as required by law in
accordance with Section 551.042 of the Texas Government Code and that the appropriate news media was contacted.
As a courtesy, this agenda is also posted on the City of Wylie website:www.wylietexas.gov.
Stephanie Storm,City Secretary Date Notice Removed
Minutes
Wylie Economic Development Corporation
Board of Directors Meeting
July 22, 2020—8:30 A.M.
300 Country Club Road, Building#100
Wylie, TX 75098
CALL TO ORDER
Announce the presence of a Quorum
President Demond Dawkins called the regular meeting to order at 8:33 a.m. Board Members present
were John Yeager, Melisa Whitehead, and Tim Gilchrist. Gino Mulligi arrived at 8:35 a.m.
Ex-officio members Mayor Eric Hogue and City Manager Chris Hoisted were present.
WEDC staff present included Executive Director Jason Greiner, BRE Director Angel Wygant, and
Senior Assistant Rachael Hermes.
Market President Anita Collins of American National Bank attended to present to the Board.
INVOCATION & PLEDGE OF ALLEGIANCE
President Dawkins gave the invocation and led the Pledge of Allegiance.
CITIZEN PARTICIPATION
With no citizen participation, President Dawkins moved to Consent Agenda.
CONSENT AGENDA
All matters listed under the Consent Agenda are considered to be routine by the WEDC Board of
Directors 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.
A. Consider and act upon approval of the June 17, 2020 Minutes of the WEDC Board
of Directors Meeting.
B. Consider and act upon approval of the June 2020 WEDC Treasurer's Report.
C. Consider and act upon the award of a contract to Verity Group for the purchase of a
printer in the amount of$9,300.
Board Action
A motion was made by John Yeager, seconded by Melisa Whitehead, to approve the Consent
Agenda as presented. A vote was taken, and the motion passed 5-0.
ACTION ITEMS
President Dawkins began with Action Item 6 for discussion/presentation purposes.
6. Consider and act upon approval of the FY 2020-2021 WEDC Budget.
WEDC—Minutes
July 22, 2020
Page 2 of 6
Anita Collins with American National Bank provided the Board with an overview of the
current loans held with ANB and a recap of debt service coverage ratios from 2014 to 2019.
Various principal reduction scenarios were presented to the Board for their consideration,
noting that the interest rate on the Brown/78 loan could be reduced from 5.25%to 4%with a
principal reduction payment. Reducing the interest rate would result in a savings of
approximately$400,000 and interest-only payments could be made on this loan through FY
21. Ms. Collins explained that an additional principal payment is not a requirement but would
reduce monthly debt service. Ms. Collins expressed her appreciation to the Board and
welcomed any further questions or comments.
Staff noted that reduced expenditures due to COVID-19 and sales tax revenues exceeding
initial projections during the pandemic has resulted in an increased ending fund balance. These
changes have prompted staff to look at several different scenarios for the Board to
discuss/consider related to potential principal reduction. Staff discussed various options
available to the Board on any of the three ANB loans and will update the beginning fund
balance projections as needed based upon the Board's direction.
The Board discussed the options available to them related to principal payments toward the
ANB loans and expressed interest in applying principal payment toward the Brown/78 loan
and the Wallace (Dallas/Whirlpool) loan within FY 20 with the understanding that the interest
rate on the Brown/78 loan would be reduced to 4%and interest-only payments would be made
on the Brown/78 loan for the duration of FY 21.
City Manager Chris Holsted discussed sales tax projections into FY 21. Staff discussed the
proposed FY 21 Budget that was presented to Council on 7-28-20 and noted the inclusion of a
Future Projects line item within Incentives. Staff explained that a similar line item could be
proposed for Land if the Board wished.
The Board opted to delay further consideration of Item 6 until after Executive Session to
accommodate any other necessary changes related to staff evaluations.
President Dawkins stepped out at 8:50 a.m. during discussion of Item 6.
Vice President Yeager moved to Action Item 3 to allow every Board Member to be present for
discussion of Action Items 1 &2.
3. Consider and act upon the award of a contract to EDsuite for website services in the
amount of$17,850.
Staff Comments
Staff noted that the proposed website contract covers full website redesign and technology
integration. Approval of the contract allows for the overall payment of website services to be
spread over multiple years.
Board Action
A motion was made by Gino Mulliqi,seconded by Tim Gilchrist,to award a contract to EDsuite
for website services in the amount of$17,850. A vote was taken, and the motion passed 4-0.
WEDC—Minutes
July 22, 2020
Page 3 of 6
4. Consider and act upon a Performance Agreement between the WEDC and WB Real
Estate,LLC.
Staff Comments
Following direction from the Board, staff took this item to City Council and received approval
to proceed with a Performance Agreement related to the boring under Hwy 78.
Board Action
A motion was made by Tim Gilchrist, seconded by Gino Mulliqi, to approve a Performance
Agreement between the WEDC and WB Real Estate, LLC. A vote was taken, and the motion
passed 4-0.
5. Consider and act upon a Performance Agreement between the WEDC and First Miracle,
Inc.
Staff Comments
Staff noted that this project is related to Landon Winery and assists with approximately 10%
of the overall cost for fire suppression at their downtown location. Over a ten-year period, it is
estimated that this project will generate $117,600 in overall tax revenue for the City of Wylie.
The Economic Impact Analysis(EIA)for this project indicates that for every$1 that the WEDC
invests,this developer is investing$9.97 in our community.
Board Action
A motion was made by Gino Mulliqi, seconded by Melisa Whitehead, to approve the
Performance Agreement between the WEDC and First Miracle,Inc. A vote was taken, and the
motion passed 4-0.
Vice President Yeager moved to Discussion Items.
DISCUSSION ITEMS
7. Staff report: WEDC Property Update, Regional Housing Permits, Downtown Parking,
WEDC Activities and Programs.
Staff updated the Board regarding sales tax revenues for May, stating that revenues are up 38%
over the same month last year. While May revenues include a$156k sales tax adjustment,the
revenues are still up 19%over last year after accounting for the adjustment.
WEDC Property Updates include the discussion of business assistance related to COVID and
rent concessions/adjustments for any commercial rental properties owned by WEDC. After
discussion, the Board directed staff to request a statement of loss from any tenant requesting
assistance.At that time,the Board will assess and review requests on a case-by-case basis. The
Board noted their desire for requestors to fully utilize all available assistance options and
programs prior to requesting assistance. Mayor Hogue and City Manager Holsted discussed
assistance that has been made available through the City of Wylie, stating that City Council
has the option to reopen the application process if they choose to do so in the future.
Regarding demolition of properties, 503 S. Ballard,204 N 2nd, and 208 N 2nd are scheduled for
demolition in August. Staff noted that 504 E. Brown will be vacated as of July 31, 2020. The
WEDC—Minutes
July 22, 2020
Page 4 of 6
Board discussed proceeding with demolition at 504 E. Brown to save on mobilization costs
with nearby demolition already scheduled. Staff will provide information related to any
potential cost-savings to the Board. Police and Fire will utilize the locations on 2nd Street for
training opportunities prior to demolition and have already trained at 503 S. Ballard.
Staff informed the Board that the request for use of the WEDC-owned lot at 303 E. Marble for
the FBC Rodeo has been withdrawn since the event has been postponed. Related to the
downtown parking project, staff discussed the interlocal agreement with Union Pacific and will
be more actively pursuing the agreement now that we have more favorable information
regarding sales tax revenues.
Overall project updates include a request that has been submitted to seek an amendment to an
existing Performance Agreement due to COVID-19. The item will be presented with
additional information to the Board at the next meeting.
President Dawkins returned to the meeting at 9:23 a.m. during discussion of Item 7.
Mayor Hogue left the meeting at 9:26 a.m. during discussion of Item 7.
President Dawkins moved back to Action Items.
ACTION ITEMS
1. Consider and act upon issues surrounding the Election of Officers for the WEDC Board
of Directors for 2020-2021.
Wylie City Council recently reappointed Mr. Tim Gilchrist to a three-year term as a
Member of the Wylie Economic Development Corporation Board of Directors. He has
been sworn in by the City Secretary's office.
On an annual basis and following the selection of WEDC Board Members by the Wylie
City Council, the WEDC elects officers for the upcoming year.
The current FY 2020 WEDC Board Officers are:
Demond Dawkins President
John Yeager Vice President
Melisa Whitehead Secretary
Gino Mulliqi Treasurer
Tim Gilchrist Board Member
Board Action
A motion was made by Tim Gilchrist, seconded by Gino Mulliqi, to keep the current 2019-
2020 slate of WEDC Board Officers for 2020-2021: Demond Dawkins, President; John
Yeager, Vice President; Melisa Whitehead, Secretary; Gino Mulliqi, Treasurer. A vote was
taken, and the motion passed 5-0.
WEDC—Minutes
July 22, 2020
Page 5 of 6
2. Consider and act upon the establishment of a Regular Meeting Date and Time for the
WEDC Board of Directors for 2020-2021.
Section 4.07 of the WEDC Bylaws states that the President of the Board shall set a regular
meeting date and time at the beginning of his/her term. WEDC Board Meetings are
currently set for the third Wednesday of each month at 7:30 a.m.
With officers elected via the previous Action Item, the WEDC President is required to
establish the Regular Meeting date/time.
Board Action
A motion was made by John Yeager, seconded by Melisa Whitehead,to keep the current date
and time for Regular WEDC Board of Directors Meetings as the third Wednesday of each
month at 7:30 a.m. for 2020-2021. A vote was taken, and the motion passed 5-0.
EXECUTIVE SESSION
Recessed into Closed Session at 9:38 a.m. in compliance with Section 551.001, et. seq. Texas
Government Code, to wit:
Section 551.072 (Real Estate) of the Local Government Code, Vernon's Texas Code Annotated
(Open Meetings Act). Consider the sale or acquisition of properties located at:
• State Highway 78 &Brown
• Jackson& Oak
Section 551.074 (Personnel Matters) of the Local Government Code, Vernon's Texas Code
Annotated(Open Meetings Act).
• Evaluation of WEDC Staff
Section 551.087(Economic Development) of the Local Government Code,Vernon's Texas Code
Annotated(Open Meetings Act). Deliberation regarding commercial or financial information that
the WEDC has received from a business prospect and to discuss the offer of incentives for:
• Project 2017-10a
• Project 2018-2a
• Project 2018-1Oc
• Project 2019-11b
• Project 2019-12a
• Project 2020-4a
• Project 2020-4c
RECONVENE INTO OPEN MEETING
Take any action as a result from Executive Session
President Demond Dawkins reconvened into Open Session at 10:29 a.m. and the following action was
taken related to Action Item 6.
WEDC—Minutes
July 22, 2020
Page 6 of 6
6. Consider and act upon approval of the FY 2020-2021 WEDC Budget.
Following previous discussion of this Item,the Board directed staff related to specific principal
reduction payments to be made within the current fiscal year. It was determined that principal
reduction payments in the amounts of$347,040 to the Brown/78 Loan and $1,005,522 to the
Wallace (Dallas/Whirlpool) Loan are to be made within FY 20. Upon issuance of these
payments, the resulting beginning fund balance for FY 21 is projected to be $1,407,508.50.
Board Action
A motion was made by Gino Mulliqi, seconded by John Yeager, to approve the proposed FY
2020-2021 WEDC Budget reflecting a projected beginning fund balance of$1,407,508.50. A
vote was taken, and the motion passed 5-0.
ADJOURNMENT
With no further business, President Dawkins adjourned the WEDC Board meeting at 10:31 a.m.
Demond Dawkins, President
ATTEST:
Jason Greiner,Executive Director
WYLIE9 TX
ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: August 19,2020 Item Number: B
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 8/14/20 Exhibits: 4
Subject
Consider and act upon approval of the July 2020 WEDC Treasurer's Report.
Recommendation
Motion to approve the July 2020 WEDC Treasurer's Report.
Discussion
Presented for the Board's review and approval is the July 2020 Treasurer's Report detailing the month and
year-to-date financial transactions and performance against budget. In this report you will find the Revenue
and Expense Report, Statement of Net Position, Balance Sheet, and Sales Tax Report.
REVENUES:
Sales Tax Revenue earned in May, allocated in July,was $296,954, an increase of 38.05%over the same period
in 2019.
EXPENSES:
Special Services
$5,000 FY 2019-2020 Interlocal Accounting & IS Services
Office Supplies
$9,300 Copier/Scanner Purchase
Page 1 of 1
Wylie Economic Development Corporation
MONTHLY FINANCIAL REPORT
July 31,2020
ANNUAL CURRENT PRIOR YEAR PO YTD
YTD ACTUAL BUDGET BALANCE %OF BUDGET
BUDGET MONTH ADJUST. ENCUMBRANCE
ACCOUNT DESCRIPTION FY 2019-2020 FY 2019-2020 FY 2019-2020 FY 2019-2020
REVENUE SUMMARY
CLAIM ON CASH/Bal Sheet $ 286,072.00 $ 2,764,452.12
SALES TAX $ 2,948,400.00 $ 296,954.31 $ - $ 2,064,819.26 $ - $ 883,580.74 70.03% A
ALLOCATED INTEREST EARNING: $ 6,000.00 $ 165.08 $ - $ 3,742.32 $ - $ 2,257.68 62.37%
RENTAL INCOME $ 155,040.00 $ 13,220.00 $ - $ 127,462.00 $ - $ 27,578.00 82.21%
GAIN/LOSS-SALE OF PROPERTY $ 1,782,226.00 $ - $ - $ 511,725.00 $ - $ 1,270,501.00 28.71%
BANK NOTE PROCEEDS $ 996,500.00 $ - $ - $ 996,500.47 $ - $ (0.47) 100.00% B
REVENUES $5,888,166.00 $ 310,339.39 $ - $3,704,249.05 $ - $ 2,183,916.95 62.91%
EXPENDITURE SUMMARY
PERSONNEL $ 440,285.00 $ 32,494.60 $ - $ 435,942.99 $ - $ 4,342.01 99.01%
OPERATING EXPENSES $ 73,509.00 $ 12,933.96 $ - $ 57,620.02 $ 678.56 $ 15,210.42 79.31% C
INCENTIVES $ 551,291.00 $ - $ - $ 405,212.10 $ - $ 146,078.90 73.50%
SPECIAL SERVICES $ 162,871.00 $ 5,366.39 $ - $ 135,133.12 $ 6,428.05 $ 21,309.83 86.92%
ADVERTISING $ 127,600.00 $ - $ - $ 41,799.27 $ 466.50 $ 85,334.23 33.12%
COMMUNITY DEVELOPMENT $ 43,350.00 $ - $ - $ 32,787.78 $ 2,001.83 $ 8,560.39 80.25%
TRAVEL&TRAINING $ 31,317.00 $ 2,453.27 $ - $ 14,673.27 $ 4,397.11 $ 12,246.62 60.89%
DUES&SUBSCRIPTIONS $ 19,567.00 $ 668.42 $ - $ 14,230.72 $ 85.00 $ 5,251.28 73.16%
AUDIT&LEGAL $ 23,000.00 $ 945.00 $ - $ 20,047.52 $ 645.00 $ 2,307.48 89.97%
ENGINEERING&ARCHITECTURAL $ 35,000.00 $ 90.00 $ - $ 31,416.60 $ - $ 3,583.40 89.76%
DEBT SERVICE $ 2,267,432.00 $ 56,063.62 $ - $ 584,190.98 $ - $ 1,683,241.02 25.76%
LAND $ 1,456,906.00 $ - $ - $ 1,315,858.03 $ - $ 141,047.97 90.32% B
INFRASTRUCTURE PROJECTS $ 573,000.00 $ - $ - $ 124.00 $ - $ 572,876.00 0.02%
COMPUTER $ - $ - $ - $ 887.96 $ - $ (887.96) 0.00%
FURNITURE&FIXTURES $ 500.00 $ - $ - $ - $ - $ 500.00 0.00%
CONTRA CAPITAL $ - $ - $ - $ (1,315,881.36) $ - $ 1,315,881.36 0.00%
TOTAL EXPENDITURES $5,805,628.00 $ 111,015.26 $ - $1,774,043.00 $ 14,702.05 $ 4,016,882.95 30.81%
REV OVER/(UNDER) EXPEN $ 82,538.00 $ 199,324.13 $ - $1,930,206.05 $ (14,702.05) $ (1,832,966.00)
A. SLSTX Rev earned in May,allocated in July,was$296,954.31,an increase of 38.05%over the same period in 2019.
Sales Tax received for 8 months of FY due to 2 month accrual to prior FY.
B. Property Acquistions near Hwy 78 and Brown:City ROW,Collin County Properties,TxDOT pending
Remaining funds drawn on ANB loan 88193982 approved in FY 18-19 to fund Hwy 78&Brown properties.
C. Operating Expenses include Supplies,Maint Materials,Rental,Communication,Insurance and Utilities.
Wylie Economic Development Corporation
Statement of Net Position
As of July 31, 2020
Assets
Cash and cash equivalents $ 2,766,452.12
Receivables $ 70,000.00 Note 1
Inventories $ 12,088,145.50
Prepaid Items $ -
Total Assets $ 14,924,597.62
Deferred Outflows of Resources
Pensions $ 134,955.55
Total deferred outflows of resources $ 134,955.55
Liabilities
Accounts Payable and other current liabilities $ 7,628.62
Unearned Revenue $ 40,200.00 Note 2
Non current liabilities:
Due within one year $ 308,776.21 Note 3
Due in more than one year $ 6,741,318.97
Total Liabilities $ 7,097,923.80
Deferred Inflows of Resources
Pensions $ (1,490.41)
Total deferred inflows of resources $ (1,490.41)
Net Position
Net investment in capital assets $ -
Unrestricted $ 7,963,119.78
Total Net Position $ 7,963,119.78
Note 1: Includes incentives in the form of forgivable loans for$70,000
Note 2: Exco amortization;deposits from rental property
Note 3: Liabilities due within one year includes compensated absences of$93,673
8-14-2020 10:58 AM CITY OF WYLIE PAGE: 1
BALANCE SHEET
AS OF: JULY 31ST, 2020
111-WYLIE ECONOMIC DEVEL CORP
ACCOUNT# TITLE
ASSETS
1000-10110 CLAIM ON CASH AND CASH EQUIV. 2,764,452.12
1000-10115 CASH - WEDC - INWOOD 0.00
1000-10135 ESCROW 0.00
1000-10180 DEPOSITS 2,000.00
1000-10198 OTHER - MISC CLEARING 0.00
1000-10341 TEXPOOL 0.00
1000-10343 LOGIC 0.00
1000-10481 INTEREST RECEIVABLE 0.00
1000-11511 ACCTS REC - MISC 0.00
1000-11517 ACCTS REC - SALES TAX 0.00
1000-12810 LEASE PAYMENTS RECEIVABLE 0.00
1000-12950 LOAN PROCEEDS RECEIVABLE 0.00
1000-12996 LOAN RECEIVABLE 0.00
1000-12997 ACCTS REC - JTM TECH 0.00
1000-12998 ACCTS REC - FORGIVEABLE LOANS 70,000.00
1000-14112 INVENTORY - MATERIAL/ SUPPLY 0.00
1000-14116 INVENTORY - LAND & BUILDINGS 12,088,145.50
1000-14118 INVENTORY - BAYCO/ SANDEN BLVD 0.00
1000-14310 PREPAID EXPENSES - MISC 0.00
1000-14410 DEFERRED OUTFLOWS 851,800.00
15,776,397.62
TOTAL ASSETS 15,776,397.62
LIABILITIES
2000-20110 FEDERAL INCOME TAX PAYABLE 0.00
2000-20111 MEDICARE PAYABLE 0.00
2000-20112 CHILD SUPPORT PAYABLE 0.00
2000-20113 CREDIT UNION PAYABLE 0.00
2000-20114 IRS LEVY PAYABLE 0.00
2000-20115 NATIONWIDE DEFERRED COMP 0.00
2000-20116 HEALTH INSUR PAY-EMPLOYEE 1.59
2000-20117 TMRS PAYABLE 1,871.31
2000-20118 ROTH IRA PAYABLE 0.00
2000-20119 WORKERS COMP PAYABLE 0.00
2000-20120 FICA PAYABLE 0.00
2000-20121 TEC PAYABLE 0.00
2000-20122 STUDENT LOAN LEVY PAYABLE 0.00
2000-20123 ALIMONY PAYABLE 0.00
2000-20124 BANKRUPTCY PAYABLE 0.00
2000-20125 VALIC DEFERRED COMP 0.00
2000-20126 ICMA PAYABLE 0.00
2000-20127 EMP. LEGAL SERVICES PAYABLE 0.00
2000-20130 FLEXIBLE SPENDING ACCOUNT 5,695.72
2000-20131 EDWARD JONES DEFERRED COMP 0.00
2000-20132 EMP CARE FLITE 12.00
2000-20151 ACCRUED WAGES PAYABLE 0.00
2000-20180 ADDIT EMPLOYEE INSUR PAY 48.00
2000-20199 MISC PAYROLL PAYABLE 0.00
8-14-2020 10:58 AM CITY OF WYLIE PAGE: 2
BALANCE SHEET
AS OF: JULY 31ST, 2020
111-WYLIE ECONOMIC DEVEL CORP
ACCOUNT# TITLE
2000-20201 AP PENDING 0.00
2000-20210 ACCOUNTS PAYABLE 0.00
2000-20530 PROPERTY TAXES PAYABLE 0.00
2000-20540 NOTES PAYABLE 851,800.00
2000-20810 DUE TO GENERAL FUND 0.00
2000-22270 DEFERRED INFLOW 39,000.00
2000-22275 DEF INFLOW - LEASE PRINCIPAL 0.00
2000-22280 DEFERRED INFLOW - LEASE INT 0.00
2000-22915 RENTAL DEPOSITS 1,200.00
TOTAL LIABILITIES 899,628.62
EQUITY
3000-34110 FUND BALANCE - RESERVED 0.00
3000-34590 FUND BALANCE-UNRESERV/UNDESIG 12,946,562.95
TOTAL BEGINNING EQUITY 12,946,562.95
TOTAL REVENUE 3,704,249.05
TOTAL EXPENSES 1,774,043.00
REVENUE OVER/(UNDER) EXPENSES 1,930,206.05
TOTAL EQUITY & OVER/(UNDER) 14,876,769.00
TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 15,776,397.62
8-14-2020 10:58 AM CITY OF WYLIE PAGE: 1
BALANCE SHEET
AS OF: JULY 31ST, 2020
922-GEN LONG TERM DEBT (WEDC)
ACCOUNT# TITLE
ASSETS
1000-10312 GOVERNMENT NOTES 0.00
1000-18110 LOAN - WEDC 0.00
1000-18120 LOAN - BIRMINGHAM 0.00
1000-18210 AMOUNT TO BE PROVIDED 0.00
1000-18220 BIRMINGHAM LOAN 0.00
1000-19050 DEF OUTFLOW TMRS CONTRIBUTIONS 37,244.29
1000-19051 DEF OUTFLOW SDBF CONTRIBUTIONS 472.00
1000-19075 DEF OUTFLOW - INVESTMENT EXP 37,954.48
1000-19100 DEF OUTFLOW - ACT EXP/ASSUMP 59,284.78
1000-19125 (GAIN)/LOSS ON ASSUMPTION CHG( 725.41)
1000-19126 DEF INFLOW SDBF CONTRIBUTIONS( 765.00)
133,465.14
TOTAL ASSETS 133,465.14
LIABILITIES
2000-20310 COMPENSATED ABSENCES PAYABLE 11,530.82
2000-20311 COMP ABSENCES PAYABLE-CURRENT 93,673.00
2000-21410 ACCRUED INTEREST PAYABLE 11,478.21
2000-28205 WEDC LOANS/CURRENT 203,625.00
2000-28220 BIRMINGHAM LOAN 0.00
2000-28230 INWOOD LOAN 0.00
2000-28232 ANB LOAN/EDGE 0.00
2000-28233 ANB LOAN/PEDDICORD WHITE 0.00
2000-28234 ANB LOAN/RANDACK HUGHES 0.00
2000-28235 ANB LOAN 0.00
2000-28236 ANB CONSTRUCTION LOAN 0.00
2000-28237 ANB LOAN/ WOODBRIDGE PARKWAY 96,900.47
2000-28238 ANB LOAN/BUCHANAN 0.00
2000-28239 ANB LOAN/JONES:HOBART PAYOFF 0.00
2000-28240 HUGHES LOAN 0.00
2000-28242 ANB LOAN/HWY 78:5TH ST REDEV 4,297,437.25
2000-28245 ANB LOAN/DALLAS WHIRLPOOL 1,863,204.17
2000-28247 JARRARD LOAN 202,935.09
2000-28250 CITY OF WYLIE LOAN 0.00
2000-28260 PRIME KUTS LOAN 0.00
2000-28270 BOWLAND/ANDERSON LOAN 0.00
2000-28280 CAPITAL ONE CAZAD LOAN 0.00
2000-28290 HOBART/COMMERCE LOAN 0.00
2000-29150 NET PENSION LIABILITY 262,947.17
2000-29151 SDBF LIABILITY 6,364.00
TOTAL LIABILITIES 7,050,095.18
8-14-2020 10:58 AM CITY OF WYLIE PAGE: 2
BALANCE SHEET
AS OF: JULY 31ST, 2020
922-GEN LONG TERM DEBT (WEDC)
ACCOUNT# TITLE
EQUITY
3000-34590 FUND BALANCE-UNRESERV/UNDESIG( 6,117,522.11)
3000-35900 UNRESTRICTED NET POSITION ( 120,264.00)
TOTAL BEGINNING EQUITY ( 6,237,786.11)
TOTAL REVENUE ( 996,500.47)
TOTAL EXPENSES ( 317,656.54)
REVENUE OVER/(UNDER) EXPENSES ( 678,843.93)
TOTAL EQUITY & OVER/(UNDER) ( 6,916,630.04)
TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 133,465.14
Wylie Economic Development Corporation
SALES TAX REPORT
July 31, 2020
BUDGETED YEAR
DIFF % DIFF
MONTH FY 2017 FY 2018 FY 2019 FY 2020 19 vs. 20 19 vs. 20
DECEMBER $ 197,807.79 $ 184,848.59 $ 214,867.15 $ 226,663.94 $ 11,796.79 5.49%
JANUARY $ 196,347.26 $ 191,895.71 $ 223,749.61 $ 218,520.22 $ (5,229.39) -2.34%
FEBRUARY $ 276,697.76 $ 275,667.83 $ 307,366.66 $ 362,129.18 $ 54,762.52 17.82%
MARCH $ 191,647.73 $ 182,852.50 $ 208,222.32 $ 228,091.34 $ 19,869.03 9.54%
APRIL $ 168,844.20 $ 163,484.89 $ 182,499.53 $ 203,895.57 $ 21,396.05 11.72%
MAY $ 244,816.19 $ 203,707.17 $ 274,299.18 $ 289,224.35 $ 14,925.18 5.44%
JUNE $ 191,732.46 $ 199,412.29 $ 234,173.88 $ 239,340.35 $ 5,166.47 2.21%
JULY $ 223,570.59 $ 213,976.64 $ 215,107.94 $ 296,954.00 $ 81,846.06 38.05%
AUGUST $ 261,573.00 $ 249,589.63 $ 283,602.93 $ - $ - $ -
SEPTEMBER $ 210,974.00 $ 213,425.79 $ 243,048.40 $ - $ - $ -
OCTOBER $ 195,549.11 $ 210,701.71 $ 224,875.38 $ - $ - $ -
NOVEMBER $ 267,816.13 $ 273,196.62 $ 308,324.41 $ - $ - $ -
Sub-Total $ 2,627,376.22 $ 2,562,759.35 $ 2,920,137.37 $ 2,064,818.96 $ 204,532.71 10.99%
Total $ 2,627,376.22 $ 2,562,759.35 $ 2,920,137.37 $ 2,064,818.96 $ 204,532.71 10.99%
WEDC Sales Tax Analysis
$400,000
$350,000
$300,000
$250,000
$200,000
I
2019
$150,000 ■2020
$100,000
$50,000
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WYLIE TX
ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development Board
AGENDA REPORT
Meeting Date: August 19, 2020 Item Number: 1
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 8/10/20 Exhibits: 1
Subject
Consider and act upon a Third Amended Promissory Note for American National Bank Loan 88193982.
Recommendation
Motion to approve a Third Amended Promissory Note for American National Bank Loan 88193982 and
authorize the WEDC Board President to execute any and all necessary documentation to effectuate the
Amendment.
Discussion
As you will recall, Anita Collins, Market President, American National Bank presented to the WEDC Board of
Directors at the 7-22-20 WEDC Board Meeting and discussed options for amending loan number 88193982. To
recap, this loan was secured for the purpose of purchasing property located near the intersection of Highway 78
and Brown for redevelopment. Following the presentation, the Board opted to make a $347,040 principal
reduction payment in FY 20 with the understanding that the interest rate on the loan would be reduced to 4%
and interest-only payments would be made thru FY 21.
Per direction from the WEDC Board of Directors, staff requested that American National Bank prepare an
amendment to Loan 88193982. Presented for consideration and approval is a Third Amended Promissory Note
which calls for a $347,040 principal reduction payment, interest-only payments thru September 12, 2021 and a
rate adjustment to 4%. Following approval of this Item, staff will submit payment in the amount of$347,040 for
principal reduction in accordance with the terms of the Third Amended Promissory Note.
Attached: Third Amended Promissory Note
Page 1 of 1
THIRD AMENDED PROMISSORY NOTE
$4,095,819.31 August_, 2020
Terrell,Texas
FOR VALUE RECEIVED, the undersigned, The Wylie Economic Development Corporation,
a Texas non-profit corporation (the "Maker"), promises to pay to the order of The American
National Bank of Texas (the "Bank") the sum of $4,095,819.31, together with interest on the
principal balance from time to time remaining unpaid prior to maturity as set forth below (this
"Note"). All sums are payable at 102 W. Moore Avenue, P.O. Box 40, Terrell, Kaufman County,
Texas 75160, or such other place as the holder of this Note may designate in writing.
1. Interest Rate
Interest will be calculated on an initial 365/360 days accrual and will be computed from
the date of this Note until the Maturity Date. As long as no Event of Default exists, the interest
rate is fixed at 4.00%.
All past-due installments of principal shall bear interest at fifteen percent (15%) per
annum. During the existence of any Event of Default under this Note or any instrument securing
or evidencing the loan evidenced by this Note, the entire unpaid balance of principal shall bear
interest at fifteen percent (15%) per annum.
2. Payment of Interest
For the first thirty two (32) months of this Note interest only payments will be due
monthly beginning on January 12, 2019,and continuing on the 12th day of each month thereafter
through August 12, 2021.
3. Payment of Interest and Principal
Principal and interest are due and payable in twenty seven (27) equal monthly
installments of Forty One Thousand Five Hundred Eighty One and 66/100 Dollars ($41,581.66),
beginning on September 12, 2021, and continuing on the 12th day of each month thereafter until
the Maturity Date when the final payment of all remaining principal and accrued but unpaid
interest will be due and payable. Payments will be applied first to accrued interest and the
remainder to reduction of the Principal Amount.
4. Maturity Date
This Note Matures on December 12, 2023, when all unpaid principal and interest shall
become due and payable, unless the Bank has exercised its right to accelerate the maturity of
this Note in the event of an uncured Event of Default by the Maker.
1
5. Security for this Note
This Note is secured by a Security Agreement of even date herewith between the Maker
and the Bank creating a lien upon sales and use tax revenues of the Maker.
6. Default
At the option of the holder of this Note the entire principal balance and accrued interest
owing shall at once become due and payable on the occurrence at any time of any of the
following Events of Default and the continuation of the same for ten (10) days with respect to a
payment of principal or interest hereunder, and for thirty (30) days with respect to any default
after receipt of the Maker of written notice of any of the following Events of Default:
(a) Default in the performance of any installment of principal or interest due
under this Note, the Loan Agreement, the Security Agreement, or any other agreement
evidencing or securing the loan evidenced by this Note.
b) The liquidation, termination, or dissolution of the Maker.
c) Any party liable for the payment of this Note, whether as Maker, endorser,
guarantor, surety, or otherwise suffers, makes, does, or allows to be suffered, made, or done on
its behalf any of the following:
i. Bankruptcy or insolvency;
ii. Any assignment for the benefit of creditor of any property
belonging to the individual or entity in question; or
iii. The appointment of a receiver for any property of the individual
in question.
7. Waiver
To the extent allowed by applicable law, and except as provided herein and in the Loan
Agreement, the Maker, sureties, and endorsers of this Note severally waive demand,
presentment, notice of dishonor, diligence in collecting, grace, and notice of protest, notice of
intent to accelerate, and notice of acceleration and agree to all renewals, extensions, and partial
payments before or after maturity without prejudice to the holder.
8. Attorney's Fees
If this Note is not paid at maturity and is placed in the hands of an attorney for collection,
or if it is collected through a bankruptcy or any other court, whether before or after maturity,
then the holder shall be entitled to all costs of collection, including, but not limited to, reasonable
attorney's fees.
2
9. Prepayment
This Note may be prepaid in part or in whole at any time without premium or penalty
provided that the Maker gives three (3) Business Days prior notice to the Bank of such
prepayment.
10. Receipt of Interest Clause
All agreements between the Maker of this Note and the holder are expressly limited so
that in no event shall the amount paid, or agreed to be paid, to the holder of this Note for the
use, forbearance, or detention of the money to be loaned under this Note exceed the maximum
amount permissible under applicable law. If,from any circumstances,fulfillment of any provision
of this Note at the time performance of such provision is due shall involve transcending the limit
of validity prescribed by law, then, ipso facto,the obligation to be fulfilled shall be reduced to the
limit of such validity. Determination of the rate of interest for the purpose of determining
whether it is within the maximum amount permissible under applicable law shall be made by
amortizing, prorating, allocating, and spreading, in equal parts during the period of the full stated
term of the loan, all interest at any time contracted for, charged, or received from the Maker in
connection with this Note. If from any circumstances the holder of this Note should ever receive
as interest an amount that would exceed the highest lawful rate, any amount that would be
excessive interest shall be applied to the reduction of the principal amount owing under this Note
and not to the payment of interest, or shall be refunded to the Maker of this Note.
11. Gender
Words of either gender used i n this Note shall be construed to include the other gender
and the neuter state, and words in the singular number shall be held to include plural, and vice
versa, unless the context requires otherwise.
12. Governing Law and Venue
This Note is being executed and delivered and is intended to be performed in the State of
Texas. Except to the extent that the laws of the United States may apply to the terms hereof, the
substantive laws of the State of Texas shall govern the validity, construction, enforcement, and
interpretation of this Note. In the event of a dispute involving this Note or any other instruments
executed in connection herewith,the undersigned irrevocably agrees that venue for such dispute
shall lie in any court of competent jurisdiction in Kaufman County, Texas.
13. Waiver of Trial by Jury
THE MAKER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT BANY
SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE AND/OR ANY
OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAQIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWLINGLY
AND VOLUTARILY BY THE MAKER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH
INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT OF TRIAL BY JURY WOULD OTHERWISE
3
ACCRUE. THE PAYEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE MAKER.
IN WITNESS WHEREOF,the undersigned has executed this Note effective as of August_,
2020.
MAKER:
WYLIE ECONOMIC DEVELOPMENT CORPORATION,
a Texas non-profit corporation
By:
Demond Dawkins, President
4
A RESOLUTION APPROVING A THIRD AMENDMENT TO THAT CERTAIN
AMENDED PROMISSORY NOTE RELATING TO A LOAN FROM THE AMERICAN
NATIONAL BANK OF TEXAS AND ENACTING OTHER PROVISIONS RELATING TO
THE SUBJECT
WHEREAS, the Wylie Economic Development Corporation (the "Corporation") has been
duly created and organized and is validly existing and operating as a duly constituted authority
and instrumentality of the City of Wylie, Texas, pursuant to Chapter 501 (the "Act"), Texas Local
Government Code, as amended ("Local Government Code"), and is governed as a Type A
Corporation under the Act and Chapter 504, Local Government Code;
WHEREAS, the Corporation has previously authorized the borrowing of money in an
amount not to exceed $4,500,000 (the "Loan") from The American National Bank of Texas (the
"Lender") which Loan is secured by a pledge of the Corporation's sales tax receipts;
WHEREAS, in conjunction with the Loan the Corporation and the Lender entered into
that certain Loan Agreement (the "Loan Agreement") made and entered into effective
December 12, 2018;
WHEREAS, in conjunction with the Loan Agreement the Corporation tendered that
certain Promissory Note (the "Promissory Note") dated December 12, 2018, to the Lender; and
WHEREAS, the Corporation previously found it necessary and appropriate to amend the
Promissory Note (the "Amended Promissory Note") and the Lender agreed to accept the
Amended Promissory Note in substitution for and replacement of the Promissory Note; and
WHEREAS, the Corporation previously found it necessary and appropriate to amend the
Amended Promissory Note with a Second Amended Promissory Note (the "Second Amended
Promissory Note") and the Lender agreed to accept the Second Amended Promissory Note in
substitution for and replacement of the Amended Promissory Note; and
WHEREAS, the Corporation presently owes the amount of $ 4,442,859.31 to the Lender
pursuant to the Second Amended Promissory Note;
WHEREAS, the Corporation finds it necessary and appropriate to further amend the
Second Amended Promissory Note with a Third Amended Promissory Note (the "Third
Amended Promissory Note") in the amount of $4,095,819.31 and the Lender has agreed to
accept the Third Amended Promissory Note in substitution for and replacement of the Second
Amended Promissory Note and the Corporation has agreed to pay the Lender the amount of
$347,040 in consideration for the Lender's acceptance of the Third Amended Promissory Note.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE WYLIE
ECONOMIC DEVELOPMENT CORPORATION THAT:
1. The Board of Directors of the Corporation hereby approves the Third Amended
Promissory Note in substantially the form presented to this Board on the date hereof.
2. All officers of the Corporation are hereby authorized and directed to execute and
attest the same and all other such agreements, assignments, certificates, contracts, documents,
instruments, financing statements, letters of instruction, written requests, and other papers,
whether or not mentioned herein, as may be necessary or convenient to carry out or assist in
carrying out the purposes of this Resolution.
3. It is officially found, determined, and declared that the meeting at which this
Resolution is passed was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by V.T.C.A., Government Code, Chapter 551, as amended.
4. This Resolution shall take effect immediately upon its passage.
PASSED AND APPROVED this _, 2020.
WYLIE ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
President
ATTEST:
By:
Secretary
WYLIE9 TX
ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: August 19, 2020 Item Number: 2
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 7/15/2020 Exhibits: 1
Subject
Consider and act upon a First Amendment to the Performance Agreement between the WEDC and North Dallas
Wylie Land Investors, LLC.
Recommendation
Motion to approve a First Amendment to the Performance Agreement between the WEDC and North Dallas
Wylie Land Investors providing for a 6-month extension to the eligibility expiration dates outlined in the
Agreement, Section II (a, b, c, & d) due to delays attributable to COVID-19.
Discussion
Under the Performance Agreement, North Dallas Wylie Land Investors, LLC dba Orthopedic Specialist of
Dallas (OSD) must complete construction and obtain a Certificate of Occupancy for an 8,000 square foot
medical office building no later than April 1, 2021. The building will be adjacent to the Kroger Anchored
Woodbridge Centre, more specifically 731 Woodbridge Parkway in Wylie, Texas. The Agreement outlines a
$120,000 incentive,payable over a three-year period.
Due to COVID-19 and the adverse impact on the flow of business, staff is requesting a First Amendment to the
Performance Agreement to provide for a 6-month extension to the eligibility expiration dates outlined in the
Agreement. This extension will require OSD to complete construction and obtain a Certificate of Occupancy
no later than October 1, 2021.
Attachment: First Amendment to Performance Agreement
Page 1 of 1
FIRST AMENDMENT TO PERFORMANCE AGREEMENT
THIS FIRST AMENDMENT TO PERFORMANCE AGREEMENT (this "First
Amendment"), is entered into and is effective as of the 19th day of August 2020 by and between
the WYLIE ECONOMIC DEVELOPMENT CORPORATION (the "WEDC"), a Texas
economic development corporation, and NORTH DALLAS WYLIE LAND INVESTORS,
LLC., a Texas limited liability company(the "Company").
WITNESSETH:
WHEREAS, WEDC Board of Directors approved that certain Performance Agreement
between WEDC and Company on October 16, 2019 to facilitate construction of an 8,000-square
foot medical office building (the "Project"); and
WHEREAS, WEDC and Company desire to modify and amend the Agreement in certain
respects, as more particularly set forth in this First Amendment.
NOW, THEREFORE, in an effort to address unforeseen circumstances surrounding
COVID-19, the WEDC and Company covenant and agree as follows:
1. Defined Terms. Capitalized terms used but not defined in this First Amendment
will have the meanings given to them in the Agreement.
2. Modification to Performance Obligations. Notwithstanding anything to the
contrary in the Agreement,the ELIGIBILITY EXPIRATION DATES by which the company must
provide receipt of documentation to prove Compliance with the Performance Requirements
associated with the project located in Wylie,Texas as defined in Section II(a,b,c,&d)are hereby
extended 6-months or until 5:00 PM CST on October 1st of the calendar year referenced in each
section.
3. Ratification. As expressly modified by this First Amendment, the Agreement is
hereby ratified and confirmed by the WEDC and Company.
4. 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.
[Signatures appear on next page]
IN WITNESS WHEREOF,the parties hereto have executed this First Amendment the day
and year first above written.
WEDC:
Wylie Economic Development Corporation
By:
Jason Greiner, Executive Director
COMPANY:
North Dallas Wylie Land Investors, LLC.
By:
Kushal V. Patel, Partner
WYLIE9 TX
ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: August 19, 2020 Item Number: 3
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 8/4/20 Exhibits:
Subject
Consider and act upon a Performance Agreement between the WEDC and GDA Investments, LLC. —Series
53.
Recommendation
Motion to Table item until next WEDC Board Meeting.
Discussion
WEDC staff will provide an update during the meeting.
Page 1 of 1
WYLIE9 TX
ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: August 19, 2020 Item Number: 4
Department: WEDC (Staff Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 8/14/2020 Exhibits: 1
Subject
Consider and act upon issues surrounding a Purchase and Sale Agreement between WEDC and McClure
Partners Construction Company.
Recommendation
Motion to approve a Purchase and Sale Agreement between WEDC and McClure Partners Construction
Company for the sale of a 1.74-acre property and further authorize WEDC President Dawkins to execute all
documentation necessary to effectuate the transaction.
Discussion
As the Board will recall,the WEDC has been working toward the redevelopment of the Highway 78 and Brown
Street properties since early 2018. The attached PSA between McClure Partners Construction Company and
the WEDC is for the 1.74-acre corner lot at Brown and Hwy 78. As previously discussed, the 42" NTMWD
water line will need to be relocated prior to the overall start of the redevelopment efforts.
Analysis:
• Corner Lot: 1.74 acres or 75,804 square feet
• Sales Price: $20/SF or approximately $1,516,080
• Water Line Relocation Deadline: March 31, 2022
• Inspection Period: 120 Days
• Closing Date: 60 Days
As negotiated within the PSA, the WEDC will get started on median improvements and deceleration lanes
required by TxDOT in FY 2021. Environmental work required by the TCEQ VCP program will conclude in
late 2020 or early 2021. Finally,the WEDC anticipates that the NTMWD water line relocation will be complete
by the end of FY 2021, well before the March 31, 2022 deadline.
Page 1 of 1
PURCHASE AND SALE AGREEMENT
1.74 acres, City of Wylie, Collin County, Texas
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and
entered into between WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas
non-profit corporation ("Seller") and MCCLURE PARTNERS CONSTRUCTION
COMPANY, a Texas corporation("Purchaser"),upon the terms and conditions set forth herein.
RECITALS
WHEREAS, defined terms are indicated by initial capital letters. Defined terms shall
have the meaning set forth herein, whether or not such terms are used before or after the
definitions are set forth.
WHEREAS, Purchaser desires to purchase the Property and Seller desires to sell the
Property,all upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and
agreements set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other
good and valuable consideration, the receipt and sufficiency of which are acknowledged,
Purchaser and Seller agree as follows:
ARTICLE 1
BASIC INFORMATION
Section 1.1 Certain Defined Terms.
The following defined terms shall have the meanings set forth below:
A. City. The City of Wylie, Texas.
B. Closing. The completion of the transaction described in this Agreement.
C. Closing Date. The date mutually agreed upon by Purchaser and Seller
that shall occur no later than sixty (60) days after the expiration of the Inspection Period.
D. Convenience Store. A retail store selling, renting or providing
merchandise and/or services customarily sold, rented or provided from time to time at
stores operated or franchised as a convenience store and including, by way of example,
but not limited to, merchandise and/or services customarily sold, rented or provided from
time to time at stores such as a 7-Eleven, Cumberland Farms, Circle K, Stop N Shop, On
the Run, High's, Store 24, WaWa, and Kwik Stop, and other similar regional
convenience stores.
E. Cure Period. The period beginning on the date Seller receives
Purchaser's Objections and ending on the date that is fifteen(15) days thereafter.
Purchase and Sale Agreement Page 1
3047132v3
F. Development. The property of which the Land is a part, as shown by the
site plan attached as Exhibit A, consisting of approximately 11.4463 acres.
G. Due Diligence Delivery Date. The date that is fifteen (15) days after the
Water Line Relocation Date.
II. Earnest Money. TEN THOUSAND AND NO/100 DOLLARS
($10,000.00).
L Earnest Money Delivery Date. The date that Seller and Purchaser
formally execute this Agreement.
J. Effective Date. The date on which the fully executed Agreement along
with the Earnest Money is receipted by the Title Company, as shown on the Title
Company Acceptance Page.
K. Inspection Period. The period beginning on the Water Line Relocation
Date and ending on the date which is one-hundred twenty (120)days thereafter.
L. Motor Fuels Facility. A full-service and/or self-service facility which
provides for the retail sale and dispensing of gasoline and other petroleum products,
which Motor Fuels Facility may include, without limitation, the related underground
storage tanks, lines, dispensing pumps, meters and measuring devices, in-tank monitoring
devices, Stage II vapor recovery systems, if required by applicable legal requirements,
canopies, lights, intercommunication systems, elevated concrete islands and parking
strips or pads and related electrical and piping systems, any air/water/vacuum stations,
and gas controllers, diagnostic or monitoring equipment,motor fuels POS equipment, and
credit card readers necessary for the operation of such Motor Fuels Facility.
M. NTMWD. The North Texas Municipal Water District.
N. Purchase Price. An amount equal to the sum of TWENTY AND NO/100
DOLLARS ($20.00) multiplied by the gross square feet contained in the Property as
determined by the Survey.
O. Review Period. The period ending twenty (20) days after Purchaser's
receipt of the latest of the (i) initial Title Commitment, (ii) Title Documents, (iii) Survey,
and(iv)Due Diligence Material.
P. Survey Delivery Date. The date that is fifteen (15) days after the Water
Line Relocation Date.
Q. Title Commitment Delivery Date. The date that is fifteen (15) days after
the Water Line Relocation Date.
R. Title Company. Lawyers Title Insurance Company.
Purchase and Sale Agreement Page 2
3047132v3
S. Title Termination Period. The period ending five (5) days after the
earlier of(i) the date Purchaser receives written notice from Seller that Seller cannot or
refuses to cure any of Purchaser's Objections, and(ii)the expiration of the Cure Period.
T. Water Line. The existing NTMWD water line that runs through the
Development, including across the Land, as shown on the site plan attached hereto as
Exhibit A-1.
U. Water Line Easement. The existing easement for the Water Line.
V. Water Line Relocation. The Water Line shall have been relocated by
NTMWD from the Land and all work in connection thereto shall have been completed
and the relocated water line shall be in service (i.e., delivering water) and the Water Line
removed from the Land or filled where necessary in order to permit the Purchaser's
vertical improvements, and the Water Line Easement shall have been abandoned and
released by NTMWD.
W. Water Line Relocation Date. The date the Water Line Relocation has
been completed.
X. Water Line Relocation Deadline. March 31, 2022.
Section 1.2 Closing Costs. Closing costs shall be allocated and paid as follows:
COST RESPONSIBLE PARTY
Title Commitment Seller
Premium for standard form Title Policy Seller
Premium for endorsements or additional coverage for the Title Purchaser
Policy, and additional cost for any loan policies
Cost of new,updated or revised Survey Seller
Financing expenses for Purchaser's loan(if any) Purchaser
Recording Fees Purchaser
Escrow Fee charged by Title Company Equally Shared
Rollback Taxes(if any) Purchaser
— —
All other Closing costs,expenses, charges and fees Purchaser
customarily paid by purchasers in Collin County
All other Closing costs, expenses, charges and fees Seller
customarily paid by sellers in Collin County
Purchase and Sale Agreement Page 3 es,
3047132v3
Section 1.3 Notice Addresses.
Seller: Wylie Economic Development Corporation
Attn: Mr. Jason Greiner,Executive Director
250 South Highway 78
Wylie, TX 75098
with copy to: Abernathy,Roeder, Boyd&Hullett,P.C.
Attn: Mr. Randy Hullett
1700 Redbud Blvd., Suite 300
McKinney, TX 75069
Purchaser: McClure Partners Construction Company
Attn: Charles A. (Mac)McClure
F.O. Box 2935
Wylie, TX 75098
with copy to: Wagstaff LLP
Attn: Charles Black
P.O. Box 360
Abilene,TX 79601
Title Company: Lawyers Title Insurance Company
Attn: Ms. Catherine Ginn, Escrow Manager
250 Highway 78 South
Wylie, Texas 75098
ARTICLE 2
PROPERTY
Section 2.1 Property Description.
Upon the terms and conditions hereinafter stated, Seller hereby agrees to sell and convey
to Purchaser the following(collectively,the"Property"):
A. Land. Good and indefeasible title to a tract of land approximately 1.74 +
acres (75,804 square feet), being Lot 5 depicted in the site plan on Exhibit "A" attached
hereto and incorporated herein by this reference (the "Land"), together with all benefits,
privileges, easements, tenements, hereditaments, rights and appurtenances thereon or
pertaining to such Land.
B. Improvements. All buildings, structures, fixtures, and improvements
situated on, in, or under the Land, if any ("Improvements"), and all benefits, privileges,
tenements, hereditaments, rights and appurtenances thereon or pertaining to the
Improvements and all easements owned by Seller, if any, which are used or needed in
connection with the operation or development of the Land (the Land and the
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Improvements are herein referenced as the "Real Property").Licenses and Permits. To
the extent assignable by Seller to Purchaser, and to the extent any of the following exist
and run with the Real Property, all of Seller's right, title, and interest in and to (i)
licenses, permits, certificates of occupancy, or similar documents relating to the Real
Property; (ii) all permits, approvals, licenses, water and sewer capacity commitments, all
engineering and architectural plans relating to the Real Property; and (iii) all plans,
drawings, specifications, surveys, engineering reports, and other technical descriptions of
the Real Property(collectively, "Licenses and Permits").
D. Leases. All current leases covering the Real Property, if any, together
with any new leases covering the Real Property, if any, that are entered into after the
Effective Date but prior to Closing subject to restrictions set forth herein (all such leases,
together with any and all amendments, modifications or supplements thereto and
guaranties thereof, are hereinafter referred to collectively as the "Leases"). After the
Effective Date of this Agreement, Seller shall not (i) enter into any new Leases for any
portion of the Real Property, (ii) enter into any amendments or any extensions of any of
the current Leases, or (iii) terminate any of the current Leases, in each case without
Purchaser's prior written consent, which consent shall not be unreasonably withheld or
delayed.
Section 2.2 Legal Description.
The legal description of the Land set forth in the final Survey shall be substituted for
Exhibit "A" at a later date as the description of the Property to be conveyed hereunder and shall
become part of this Agreement.
ARTICLE 3
PURCHASE PRICE
Purchaser agrees to purchase the Property at the Purchase Price and upon the terms set
forth herein. At Closing, Purchaser shall deliver to Seller the Purchase Price in cash or other
immediate funds.
ARTICLE 4
EARNEST MONEY
On or before the Earnest Money Delivery Date, Purchaser shall deposit the Earnest
Money in the form of a check or wire transfer with the Title Company in its capacity as escrow
agent, to be held in escrow pursuant to the terms of this Agreement. If Purchaser fails to timely
deposit the Earnest Money, Seller may terminate this Agreement at any time before Purchaser
deposits the Earnest Money with the Title Company, and upon such election, this Agreement
shall terminate and thereafter neither party shall have any rights or obligations under this
Agreement except for those which may expressly survive the termination of this Agreement.
Purchaser agrees that One Hundred and No/100 Dollars ($100.00) of the Earnest Money is given
as consideration for this Agreement (the "Independent Consideration"), which Independent
Consideration shall be applied to the Purchase Price at Closing, but shall not be returned to
Purchaser in the event the Earnest Money is otherwise returned to the Purchaser pursuant to the
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terms of this Agreement. The Earnest Money shall be credited to the Purchase Price at Closing
provided the Purchaser has fulfilled the terms of the Agreement prior to Closing.
ARTICLE 5
DUE DILIGENCE AND CONTINGENCIES
Section 5.1 Survey and Title Review.
A. Survey. Seller shall obtain a new survey of the Property (the "Survey"),
and shall deliver such Survey to Purchaser on or before the Survey Delivery Date. The
Survey shall be prepared by a registered land surveyor in conformity with the "Minimum
Standard Detail Requirements for ALTA/NSPS Land Title Surveys"jointly established
and adopted by ALTA and NSPS in 2016 (or such local equivalent as may exist with
respect to the Property/Real Property). Moreover, the Survey shall conform to the
standards required by the Title Company as a condition to the removal of the survey
exception from the Title Commitment, and the Survey shall be certified to Purchaser, the
Title Company and such other parties as Purchaser shall designate by written notice to
Seller.
B. Title Commitment. On or before the Title Commitment Delivery Date,
Seller shall deliver or cause to be delivered to Purchaser(i) a title commitment (the "Title
Commitment") covering the Property binding the Title Company to issue a Texas Owner
Policy of Title Insurance (the "Title Policy") on the standard form prescribed by the
Texas State Board of Insurance at the Closing, in the full amount of the Purchase Price,
insuring Purchaser's fee simple title to the Property to be good and indefeasible, subject
only to the Permitted Exceptions as defined below, and (ii) the following documents
(collectively, the "Title Documents"): (1) true and legible copies of all recorded
instruments affecting the Property and recited as exceptions in the Title Commitment,
and (2) a current tax certificate.
C. Due Diligence. On or prior to the Due Diligence Delivery Date, to the
extent such items are in Seller's possession or control, Seller shall deliver to Purchaser
copies of the following documentation in relation to the Property (collectively, the "Due
Diligence Material"): contracts, agreements, assessments, letters of commitment, studies,
engineering and/or soils reports, topographical surveys, and other information related to
the Property. Notwithstanding Seller's delivery of the Due Diligence Material, Purchaser
acknowledges that any information of any type which Purchaser has received or may
receive from Seller, or its agents, is furnished to Purchaser as a courtesy only and on the
express condition that Purchaser shall make an independent verification of the accuracy
of such information, and that all such information is being furnished without any
representation or warranty by Seller as to the truth, accuracy, or completeness of such
information; provided, however, that Seller confirms that Seller has no current actual
knowledge of any material inaccuracies or errors in the Due Diligence Material. Further,
as a condition to Seller's delivery of the Due Diligence Material to Purchaser, Purchaser
expressly acknowledges the foregoing in its acceptance of the Due Diligence Material,
and agrees to waive any and all claims against Seller for any cause of action arising from
Purchaser's reliance on the Due Diligence Material.
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D. Special Assessment Districts. If the Property is situated within a utility
district or flood control district subject to the provisions of Section 50.301, Texas Water
Code, then Seller shall give to Purchaser as part of the Title Documents the required
written notice and Purchaser agrees to acknowledge receipt of the notice in writing. The
notice must set forth the current tax rate, the current bonded indebtedness and the
authorized indebtedness of the district, and must comply with all other applicable
requirements of the Texas Water Code. If the Property is subject to mandatory
membership in a property owner's association, Seller shall notify Purchaser of the current
annual budget of the property owners' association, and the current authorized fees, dues
and/or assessments relating to the Property.
E. Review and Cure Period. During the Review Period, Purchaser shall
have the opportunity to review the Survey, the Title Commitment, the Title Documents
and the Due Diligence Material. If Purchaser has any objections to the Survey, Title
Commitment or Title Documents, Purchaser may deliver such objections to Seller in
writing prior to the expiration of the Review Period (collectively, "Objections").
Purchaser's failure to provide Objections to Seller prior to the expiration of the Review
Period shall be a waiver of Purchaser's right to object, and any item to which Purchaser
does not include in its Objections on or before to the expiration of the Review Period
shall deemed a "Permitted Exception." Items that the Title Company identifies as to be
released at Closing will be deemed Objections by Purchaser and shall not be Permitted
Exceptions. If Purchaser provides Seller with any Objections, Seller may, but is not
obligated to attempt to satisfy the Objections within the Cure Period. Zoning ordinances
and the lien for current taxes are deemed to be Permitted Exceptions.
F. Failure or Refusal to Cure. If Seller cannot satisfy Purchaser's
Objections within the Cure Period or provides Purchaser a written notice of refusal to
satisfy Purchaser's Objections on or before the expiration of the Cure Period, then
Purchaser may terminate this Agreement by delivering a written notice to Seller prior to
the expiration of the Title Termination Period. If Purchaser terminates this Agreement,
the Earnest Money, less and except the Independent Consideration, shall be immediately
returned to Purchaser and thereafter neither party shall have any rights or obligations
under this Agreement except for those which may expressly survive the termination of
this Agreement. If Purchaser does not terminate this Agreement, then Purchaser shall be
deemed to have waived any uncured Objections, except for those Objections Seller has
agreed to cure, and must accept such title as Seller is able to convey as of Closing,
subject to the other terms and provisions of this Agreement. Notwithstanding the
foregoing, at or prior to Closing, Seller shall discharge or cause to be discharged all: (i)
matters set forth on Schedule C of the Title Commitment; (ii) exceptions to title created
after the Effective Date without the written consent of Purchaser; and (iii) judgments,
liens and mortgages affecting the Property, and same shall not constitute Permitted
Exceptions.
Section 5.2 Inspection Period.
A. Water Line Relocation. Purchaser and Seller acknowledge and agree
that, as of the Effective Date, the Water Line runs through the Property, and each party's
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obligation to consummate the transaction contemplated in this Agreement is contingent
upon the Water Line Relocation. If the Water Line Relocation is not completed on or
before the Water Line Relocation Deadline, then Purchaser may terminate this
Agreement by delivering a written notice to Seller at any time prior to completion of the
Water Line Relocation. If Purchaser terminates this Agreement, the Earnest Money, less
and except the Independent Consideration, shall be immediately returned to Purchaser
and thereafter neither party shall have any rights or obligations under this Agreement
except for those which may expressly survive the termination of this Agreement. If
Purchaser does not terminate this Agreement, then the parties shall proceed to Closing
subject to the terms and conditions of this Agreement.
B. Purchaser's Right to Inspect the Property. On or before the end of the
Inspection Period, Purchaser shall have the right to inspect the Property and determine if
the same is suitable for Purchaser's intended use. If Purchaser notifies Seller in writing
on or before 11:59 p.m. on the last day of the Inspection Period that Purchaser
disapproves or is dissatisfied in any way with the Property, such determination to be
made in Purchaser's sole and absolute discretion, then this Agreement shall terminate. If
Purchaser terminates this Agreement, the Earnest Money, less and except the
Independent Consideration, shall be immediately returned to Purchaser and thereafter
neither party shall have any rights or obligations under this Agreement except for those
which may expressly survive the termination of this Agreement. If Purchaser fails to so
notify Seller in writing prior to the expiration of the Inspection Period of Purchaser's
election to terminate this Agreement, this Agreement shall continue in full force and
effect, and the Earnest Money shall become non-refundable to Purchaser except in the
case of Seller's default of the Agreement as set forth in Section 9.1 herein, or failure of
any condition precedent to Purchaser's obligation to consummate this transaction as set
forth in Section 5.3 herein. Seller hereby grants to Purchaser during the Inspection Period
the right to enter upon the Property and conduct such tests as Purchaser deems necessary
subject to the restrictions set forth in this Agreement.
C. Indemnification for Inspection. Purchaser shall indemnify, defend, and
hold harmless Seller from all claims, actions or causes of action which might occur by
virtue of the entry upon or testing of the Property and provided further that in the event
Purchaser does not return the Property to its condition prior to Purchaser's activities,
Purchaser shall be responsible for all damages occasioned to the Property arising out of
the entry upon or testing of the Property by Purchaser, and this indemnity and covenant
will survive the Closing or termination of this Agreement for a period of one (1) year.
Notwithstanding the foregoing or anything contained herein to the contrary, Purchaser
shall have no obligation to indemnify Seller for any claim, action or cause of action
which is caused, in whole or in part, by Seller's grossly negligent act or omission or to
the extent caused by the willful misconduct of Seller, nor shall Purchaser be required to
indemnify Seller with respect to Purchaser's discovery or disturbance of any preexisting
matter on or with respect to the Real Property existing prior to entry on the Real Property
by Purchaser or Purchaser's agents, independent contractors, servants, or employees,
including,but not limited to, any hazardous material or dangerous condition.
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Section 5.3 Governmental Approvals.
A. Seller acknowledges and agrees that Purchaser's enjoyment of the
Property is premised upon the Property being used for the operation of a Convenience
Store and/or a Motor Fuels Facility (collectively, the "Intended Use"). In connection
with the Intended Use of the Property, Purchaser shall prepare and submit the necessary
applications to the City to obtain approval of all modifications to the zoning of the
Property to permit the Intended Use on the Property ("Zoning Modifications"), and
Purchaser will use its best efforts to obtain the City's approval of the Zoning
Modifications prior to the expiration of the Inspection Period. Purchaser shall be
responsible for all costs and expenses incurred in connection with obtaining the Zoning
Modifications. Purchaser shall copy Seller on all communication with and submittals to
the City in connection with the Zoning Modifications and/or Property, and Purchaser
shall also provide Seller a copy of any documents received from the City relating to the
Zoning Modifications and/or Property. If Purchaser fails to obtain the Zoning
Modifications prior to the expiration of the Inspection Period, Purchaser may terminate
this Agreement. If Purchaser terminates this Agreement, the Earnest Money, less and
except the Independent Consideration, shall be immediately returned to Purchaser and
thereafter neither party shall have any rights or obligations under this Agreement except
for those which may expressly survive the termination of this Agreement.
B. Seller shall have obtained the City's approval of a conveyance plat of the
Property in essentially the same form as shown on Exhibit "A" (the "Plat"). Seller shall
copy Purchaser on any documents submitted to or received from the City relating to the
Amending Plat. Seller shall be responsible for all legal costs, planning fees and other
expenses, including, but not limited to, standard application fees payable to the City,
incurred in connection with obtaining approval of the Plat. If the Plat has not been
approved by the end of the Closing Date, the Purchaser shall have ten (10) days within
which to terminate this Contract by written notice to Seller, in which event the Escrow
Deposit shall be returned to Purchaser and thereafter neither party shall have any further
obligation to the other hereunder. If Purchaser does not provide timely written notice to
Seller of such termination, Purchaser will be deemed to have waived the approval as set
forth in this Section 5.3 as a condition to Closing.
Section 5.4 Seller's Additional Condition to Closing.
Purchaser acknowledges and agrees that, as of the Effective Date, Collin County and the
Texas Department of Transportation (TxDOT) own a portion of the Land in fee simple and/or
control the disposition of title thereof (collectively, the "Contingency Parcel"). As of the
Effective Date, Seller is under contract to purchase the Contingency Parcel in fee simple, and
anticipates closing a transaction for the Contingency Parcel prior to the commencement of the
Inspection Period. Notwithstanding the foregoing, Seller's obligation to consummate Closing of
the transaction contemplated in this Agreement is contingent upon Seller's acquisition of the
Contingency Parcel. If Seller fails to acquire the Contingency Parcel on or before Closing, Seller
or Purchaser may terminate this Agreement by delivering a written notice to the other party. If
Seller or Purchaser terminates this Agreement for the reason stated in this section, the Earnest
Money, less and except the Independent Consideration, shall be immediately returned to
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Purchaser and thereafter neither party shall have any rights or obligations under this Agreement
except for those which may expressly survive the termination of this Agreement.
Section 5.5 Development Requirements
A. Cooper Plaza Exclusive Use Restriction. The tract of real property
depicted on Exhibit "A"that consists of approximately 11±acres adjoining the Property
is a proposed future development referred to herein as "Cooper Plaza" (although Seller
may change the name of the Development). In connection with the transaction
contemplated in this Agreement, Seller acknowledges and agrees that it will not sell or
lease, or permit the sale or lease of, any real property that it owns or controls within
Cooper Plaza to any purchasers or lessees that intend to (i) use such real property for
operation of a Convenience Store or a Motor Fuels Facility, or (iii) use Lot 4 (defined
below) for operation of a fast food/fast casual Mexican food restaurant (the "Exclusive
Use Restriction"). Notwithstanding the foregoing, if Purchaser or its successors or
assigns, as owner of the Property, or the tenant of the Property (a "Property Occupant"),
fails to obtain a certificate of occupancy from the City to operate a Convenience Store
that includes a Motor Fuels Facility on the Property prior to January 1, 2024, the
Exclusive Use Restriction shall automatically terminate, and Seller shall have the right to
sell or lease real property within Cooper Plaza to purchasers or lessees that intend to use
such real property for operation of a Convenience Store or Motor Fuels Facility. This
Section 5.5(A) shall survive Closing.
B. Declaration of Covenants, Conditions, and Restrictions. Within thirty
(30) days after the commencement of the Inspection Period, Seller will prepare and the
parties will agree upon the form of a Declaration of Covenants, Conditions, and
Restrictions for Cooper Plaza (the "CC&R"). The CC&R shall include, among other
things, (i) the reasonable rights of pedestrian and vehicular access through all portions of
the Development, (ii) provisions to assure that Exclusive Use Restriction shall apply to
the Development, (iii) certain reasonable conditions, covenants and restrictions for the
benefit of the Development, and (iv) reasonable covenants on maintenance of common
areas, including any common area signage. Additionally, the CC&R will provide that
any construction activities on Lot 4 of the Development as depicted in Exhibit A ("Lot 4"
and any construction activities thereon, the "Remaining Construction") must comply with
the following terms and conditions to be set forth in the CC&R:
(1) The Remaining Construction must be performed in such a manner
so as to not unreasonably or negatively interfere with: (i)the parking rights of the
Property, (ii) access to and from the Property onto State Highway 78 and onto
Brown Street, including, without limitation, to and from all of the parking spaces
on the Property, (iii) the visibility of the Property and the signage to be installed
by Property Occupant, and (iv) the normal operation of a Convenience Store and
Motor Fuels Facility at the Property.
(2) That (i) any damage to the Property caused by the performance of
the Remaining Construction will be promptly repaired by the person causing such
damage; (ii)the party acquiring, developing, or leasing Lot 4 (the "Other Owner")
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will provide Property Occupant an estimate of the length of time to complete the
Remaining Construction, when and as known by the Other Owner, (iii) the Other
Owner shall provide notice to Property Occupant of its contractor providing work
on Lot 4, in the event that any issues arise relating to the Remaining Construction,
and (iv) remedies in the event of violation of the terms and conditions of the
CC&R. In all events, the CC&R shall provide that the Other Owner shall use
good faith, diligent efforts to complete any Remaining Construction.
(3) In the event that access to the Property of the parking spaces, the
visibility of the Property or signage thereon, or the normal business operations at
the Property of the Convenience Store and Motor Fuels Facility are negatively,
materially or adversely affected by the performance of the Remaining
Construction (the "Remaining Construction Impacts"), Other Owner causing such
Remaining Construction Impacts shall be responsible for actual damages caused
by such Remaining Construction Impacts.
(4) During the performance of the Remaining Construction, Property
Occupant shall be permitted to install temporary signage, subject to any
applicable City regulations and the approval of the City, if required, in and around
the Property, at their reasonable discretion, which signage may state that, among
other things, that Property Occupant is open and operating during the
construction.
(5) In connection with the Remaining Construction, the Other Owner
may erect a construction fence around the construction site(s) on Lot 4. However,
in no event shall such construction fence be placed in such a manner that would
impair the ability of Property Occupant and their agents, employees, contractors,
licensees, customers and invitees to use common area driveways and entrances on
Lot 4 as necessary to access State Highway 78 and Brown Street from the
Property.
C. Access Easements. Within thirty (30) days after the commencement of
the Inspection Period, Seller and Purchaser shall mutually agree to provide cross access
and reciprocal ingress/egress easements between the Property and real property adjoining
the Property that Seller owns or controls (collectively, "Access Easements," and together
with the CC&R, the "Declaration"). Such Access Easements shall be in locations
mutually agreed upon by the parties. The Access Easements will be documented at or
prior to Closing in a plat of the Cooper Plaza, and/or by separate reciprocal access and
easement agreement or similar agreement.
D. Exclusive Use. The CC&R shall include the Exclusive Use Restriction
and shall provide that no occupant of the Development will violate the Exclusive Use
Restriction. In addition,the CC&R will provide:
(1) Any future sale or lease of all or any portion of the Development
other than the Property shall be subject to the Exclusive Use Restriction and no
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party shall enter into any lease for occupancy or use of any portion of the
Development that would violate the Exclusive Use Restriction,
(2) Any owner or tenant of lots in the Development shall have the
right to take all commercially reasonable actions, including legal action, to stop
any sales or rentals on the Development in violation of the Exclusive Use
Restriction or other exclusive uses provided in the Declarations (collectively, an
"Exclusive Use"), if necessary, to stop any sales or rentals in violation of an
Exclusive Use, and
(3) Any party violating an Exclusive Use shall be subject to and
responsible for costs of any proceeding to enforce the Exclusive Use, including
attorneys' fees, and any and all damages or losses of a landlord or a tenant in the
Development resulting from such violation, whether under common law or as a
result of the terms of any lease or other use agreement, including loss of profits or
other damages caused by such violation, and including all costs and losses arising
under any lease or the termination of any lease due to such violation of the
Exclusive Use, including reduction of rent during any period of the violation, or
any losses due to termination of a lease due to the violation of the Exclusive Use,
including costs incurred in entering into the lease, such as preparation of
architectural and engineering plans, reports and studies, or incurred in the
preparation of the leased premises, including tenant finish, or costs incurred in
connection with or arising from the termination of the lease and relocation of the
tenant, including removal of equipment or underground storage tanks, and
restoration of the premises to leasable space.
E. In the event Property Occupant discontinues operations of both the
Convenience Store and Motor Fuels Facility (the operations of either or both of a
Convenience Store and a Motor Fuels Facility, the "Use") on the Property (excluding,
however, an Exempted Discontinuance of the Use, as defined below), and such
discontinuance of the Use continues for three hundred (300) consecutive days, any owner
of any other lot in the Development may, by written notice to Property Occupant (the
"Election Notice") lease all or any portion of any other lot in the Development for the
Use, in which event the Exclusive Use Restriction shall be deemed abandoned and shall
terminate sixty (60) days after the date of Property Occupant's receipt of the Election
Notice, unless by such sixtieth (60th) day Property Occupant is open and operating the
Use at the Property or has entered into a written assignment or sublease (with any
consents required hereunder) and the assignee or sublessee is open and operating the Use
at the Property or in the process of making expeditious and diligent efforts to design,
obtain permits for or construct renovations, fixturize, stock or open for business and
continues to do so promptly and with due diligence and upon completion promptly opens
for business the Use at the Property, but in no event later than one hundred twenty (120)
days after Property Occupant's receipt of the Election Notice. The following
discontinuances of the Use shall be exempted from the calculation of the three hundred
(300) consecutive days provided for in this Section 5.5. (E) (the "Exempted
Discontinuance"): (1) during the restoration of the Property; (2) if Property Occupant is
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prevented from doing so by reason of a force majeure event; (3) during reasonable
periods of time while alterations are being made to the Property; (4) for periods of seven
(7) days or less when inventory is taken or other administrative functions are performed;
(5) during severe weather conditions which materially adversely affect customers' or
employees' ability to travel to the Property; (6) following the occurrence of a taking or
condemnation; or(7) during any federal, state or local holidays.
F. Median Breaks and Deceleration Lanes. Prior to Closing, Seller agrees
to construct median breaks and deceleration lanes on State Highway 7$ in accordance
civil engineering drawings produced by Seller that are mutually agreed upon by the
parties.
G. Civil Engineering of Cooper Plaza. Seller's civil engineer will be
responsible for designing Cooper Plaza in coordination with Juan Vasquez of Vazquez
Engineering. The final civil designs for Cooper Plaza shall conform to the overall
concept design depicted on Exhibit "A", subject to City approval. This Section 5.5(G)
shall survive Closing.
H. Signage on Property. Purchaser desires to install a pole sign and extend
building heights to the maximum extent allowable by City regulations. In connection
therewith, Seller, at no cost to Seller, agrees to reasonably cooperate as Purchaser
requests with any applications or waiver requests the City may require. The CC&R shall
provide that:
(1) Subject to Property Occupant's compliance with all applicable
laws and regulations and the approval of the City, if required, Property Occupant
may display promotional banners and awnings in and around the Property for its
grand opening, provided that Property Occupant has obtained all necessary
governmental approvals.
(2) Without limiting any rights of Property Occupant to erect and
maintain signage under this Agreement, Property Occupant shall have the right,
subject to applicable law, to install its building and fascia signage at the Property.
Subject to any required local governmental approvals, Property Occupant shall
also have the right to install an individual monument sign with a reader board on
the Property as well as a gas pricing sign on the canopy of the Motor Fuels
Facility.
(3) Without limiting any rights of Property Occupant to erect and
maintain signage on the Property, Property Occupant shall have the right to install
signage on any common area signage. Property Occupant shall have first choice
of location and size of any panels on such common area signage.
(4) In addition, Property Occupant, subject to any applicable City
regulations and the approval of the City, if required, shall be entitled to install a
permanent, lit, ATM sign in the window of the Convenience Store building on the
Property.
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(5) The Seller will have the right to retain a signage and landscaping
easement on the Property in a location mutually agreeable to Purchaser, Seller,
and Property Occupant for purposes of erecting a monument sign for the City.
I. Marketing of Cooper Plaza. For the benefit of Purchaser's development
on the Property and the health of the project generally, Purchaser will assist Seller with
marketing Cooper Plaza and planning the development of the remaining real property
therein. This Section 5.5(I) shall survive Closing.
Section 5.6 Right of First Refusal.
As part of the consideration for Purchaser's assistance with the planning and marketing
for Cooper Plaza, and so long as Seller owns any real property within Cooper Plaza, if Seller
receives an offer that Seller is willing to accept(the "Offer")to sell any tract of real property that
Seller owns within Cooper Pla7a (the"Option Property"), Purchaser will have an ongoing right
of first refusal ("Right of First Refusal") to purchase all, but not part, of the Option Property that
is the subject of the Offer(the"Subject Property") upon the same terms and conditions contained
in the Offer. If, within ten (10) days after Purchaser receives written notice of the Offer (which
shall include a statement of all material terms and conditions thereof), Purchaser does not notify
Seller in writing that Purchaser elects to exercise its Right of First Refusal with respect to the
Subject Property, then Seller may enter into a purchase contract with the prospective purchaser
or any affiliated party thereof on the terms set forth in the Offer; provided, however, if Seller
fails to consummate closing of the Subject Property with the prospective purchaser that initiated
the Offer or affiliate thereof, this Right of First Refusal shall apply again with respect to the
Subject Property subject to the terms and conditions set forth herein. In addition, if the Subject
Property is less than all of the Option Property, Purchaser's failure to exercise the Right of First
Refusal with respect to the Option Property will not prejudice its Right of First Refusal with
respect to the remainder of the Refusal Property. Except as provided in the preceding two
sentences, the failure of Purchaser to exercise the Right of First Refusal within the time period
set forth herein will constitute a waiver of the Right of First Refusal. If Purchaser timely notifies
Seller of its intention to purchase the Subject Property, Seller and Purchaser will promptly enter
into a purchase contract substantially similar to this Agreement that otherwise incorporates the
terms and conditions of the Offer. This Right of First Refusal is personal to Purchaser and is not
assignable to any third parties without Seller's prior written consent. This Right of First Refusal
shall automatically terminate upon Seller's conveyance of all real property that it owns within
Cooper Plaza. At Closing, each party will be responsible for delivering an executed copy of a
memorandum of this Right of First Refusal in a recordable form that includes the terms and
conditions of the Right of First Refusal set forth herein. This Section 5.6 shall survive Closing.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
Section 6.1 Seller's Representation and Warranties.
Seller represents and warrants to Purchaser as of the Effective Date and as of the Closing
the following:
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A. Title. Subject to Section 5.4 herein, Seller has the right to convey and will
convey to Purchaser good and indefeasible fee simple title to the Property free and clear
of any and all liens, assessments, unrecorded easements, security interests and other
encumbrances except only to the Permitted Exceptions.
B. Licenses. There are no parties in possession of any portion of the
Property as licensees, tenants at sufferance or trespassers except for those disclosed, and
delivered to Seller as part of the Due Diligence Material.
C. Negative Covenants. Seller shall not further encumber any of the
Property or allow an encumbrance upon the title to any of the Property without the
written consent of Purchaser.
D. Liens and Debts. There are no mechanic's liens, Uniform Commercial
Code liens or unrecorded liens against the Property, and Seller shall not allow any such
liens to attach to the Property prior to Closing, which will not be satisfied out of the
Closing proceeds. All obligations of Seller arising from the ownership and operation of
the Property and any business operated on the Property, if any, including, but not limited
to,taxes, leasing commissions, salaries, and similar agreements,have been paid or will be
paid prior to Closing. Except for obligations for which provisions are made in this
Agreement for prorating at Closing, there will be no obligations of Seller with respect to
the Property outstanding as of Closing.
E. Litigation. To Seller's knowledge, there is no pending or threatened
litigation, condemnation, or assessment affecting any of the Property. Seller shall
promptly advise Purchaser of any litigation, condemnation or assessment affecting any of
Property which is threatened or instituted after the Effective Date.
F. Operation of the Property. After the Effective Date through the Closing
Date, Seller shall (i) operate the Property in the same manner as the Property has been
operated, and (ii) maintain the Property in the same condition and in the same manner as
existed on the Effective Date, except for ordinary wear and tear and any casualty loss.
G. Authority. The execution and delivery of this Agreement by the
officer(s) executing this Agreement on behalf of Seller and the performance of this
Agreement by Seller have been duly authorized by Seller, and this Agreement is binding
on Seller and enforceable against Seller in accordance with its terms. No consent or
waiver of any restriction against any such execution, delivery and performance is
required from any creditor, judicial or administrative body, governmental authority, or
other party other than any such consent or waiver, which already has been given. The
execution of this Agreement and the consummation of the transaction contemplated
herein will not violate any restriction, court order or agreement to which Seller or the
Property is subject.
H. No Prohibitions. Neither Seller, nor any employee executing this
Agreement on behalf of Seller is prohibited from (i) executing or delivering this
Agreement; (ii) complying with the terms of this Agreement or (iii) consummating the
Purchase and Sale Agreement Page 15 @ ...--.
3047132v3
transactions contemplated by this Agreement by any applicable governmental
requirement, agreement, instrument, restriction, or by a judgment, order or decree of any
governmental authority having jurisdiction over Seller or the Property.
I. Compliance with Laws. To the best of Seller's current actual knowledge,
neither the Property, nor Seller are currently subject to (i) any existing, pending or
threatened investigation or inquiry by any governmental authority or (ii) any remedial
obligations, under any applicable law, statute, ordinance, rule, regulation, order or
determination of any governmental authority or any board of fire underwriters (or other
body exercising similar functions), or any restrictive covenant or deed restriction or
zoning ordinance or classification affecting the Property, including, without limitation, all
applicable building codes, fire codes, health codes, water codes, flood disaster laws and
health and Environmental Laws and regulations (hereinafter sometimes collectively
called the "Applicable Laws"). Seller has received no notice from any state, federal or
other governmental authority of any violation of any Applicable Laws issued in respect
of the Property which has not been heretofore corrected, and no such violation exists.
J. "AS IS". EXCEPT AS EXPRESSLY PROVIDED HEREIN, IT IS
UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING ANY
WARRANTIES OR REPRESENTATIONS OF ANY HIND OR CHARACTER,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING,
BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO
MATTERS OF TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE SET
FORTH IN THE DEED TO BE DELIVERED AT CLOSING), ZONING, TAX
CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION,
ABSENCE OF LATENT DEFECTS, OPERATING HISTORY OR
PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS,
GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING
RELATING TO OR AFFECTING THE PROPERTY. EXCEPT AS EXPRESSLY
PROVIDED HEREIN,PURCHASER AGREES THAT WITH RESPECT TO THE
PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY
UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR
WARRANTY OF SELLER OR SELLER'S REPRESENTATIVES. PURCHASER
WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND
ENVIRONMENTAL CONDITIONS THEREOF,AND RELY UPON SAME, AND,
UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, LATENT DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, PURCHASER AGREES TO
TAKE WHATEVER ACTION AND PERFORM WHATEVER
INVESTIGATIONS AND STUDIES PURCHASER DEEMS NECESSARY TO
SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE
EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE
TAKEN WITH RESPECT TO, ANY HAZARDOUS AND/OR TOXIC
Purchase and Sale Agreement Page 16 �p.„,,
3047132v3
SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY. PURCHASER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL
SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT
THE PROPERTY "AS IS, WHERE IS", WITH ALL FAULTS AND THERE ARE
NO ORAL OR WRITTEN AGREEMENTS, WARRANTIES OR
REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY
BY SELLER OR ANY THIRD PARTY. FURTHER, PURCHASER HEREBY
ACKNOWLEDGES TO SELLER THAT PURCHASER AND SELLER ARE NOT
IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. THE TERMS
AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE
THE CLOSING AND SHALL NOT BE MERGED THEREIN.
Section 6.2 Purchaser's Representations and Warranties.
Purchaser represents and warrants to Seller as of the Effective Date and as of the Closing
the following:
A. Organization and Authority. Purchaser is a corporation duly organized
and validly existing under the laws of the State of Texas. The execution and delivery of
this Agreement by the officer(s) executing this Agreement on behalf of Purchaser and the
performance of this Agreement by Purchaser have been duly authorized by Purchaser,
and this Agreement is binding on Purchaser and enforceable against Purchaser in
accordance with its terms. No consent or waiver of any restriction against any such
execution, delivery and performance is required from any creditor, judicial or
administrative body, governmental authority, or other party other than any such consent
or waiver, which already has been given. The execution of this Agreement and the
consummation of the transaction contemplated herein will not violate any restriction,
court order or agreement to which Purchaser is subject. If Purchaser assigns this
Agreement to an allowed third party, such entity shall be duly organized, validly existing
and in good standing under the laws of the State of Texas and have all the requisite power
and authority to enter into, deliver and perform this Contract.
B. Litigation. To Purchaser's knowledge, there is no pending or threatened
litigation affecting Purchaser and its ability to consummate the transaction contemplated
herein. Purchaser shall promptly advise Seller of any litigation affecting Purchaser and its
ability to consummate the transaction contemplated herein which is threatened or
instituted after the Effective Date.
C. Patriot Act. To the extent applicable to Purchaser, Purchaser has
complied in all material respects with the International Money Laundering Abatement
and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (the "Patriot Act") and the regulations promulgated
thereunder, and the rules and regulations administered by the U.S. Treasury Department's
Office of Foreign Assets Control ("OFAC"), to the extent such laws are applicable to
Purchaser. To the best of Purchaser's knowledge, Purchaser is not included on the List of
Specially Designated Nationals and Blocked Persons maintained by the OFAC, or is a
Purchase and Sale Agreement Page 17
3047132v3
resident in, or organized or chartered under the laws of, (i) a jurisdiction that has been
designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot
Act as warranting special measures due to money laundering concerns or (ii) any foreign
country that has been designated as non-cooperative with international anti-money
laundering principles or procedures by an intergovernmental group or organization, such
as the Financial Action Task Force on Money Laundering, of which the United States is a
member and with which designation the United States representative to the group or
organization continues to concur.
D. No Prohibitions. Neither Purchaser, nor any employee executing this
Agreement on behalf of Purchaser is prohibited from (i) executing or delivering this
Agreement; (ii) complying with the terms of this Agreement or (iii) consummating the
transactions contemplated by this Agreement by any applicable governmental
requirement, agreement, instrument, restriction, or by a judgment, order or decree of any
governmental authority having jurisdiction over Purchaser.
Section 6.3 Knowledge.
A. Seller's Knowledge. For purposes of this Agreement and any
closing document, whenever the phrase "to Seller's actual knowledge," "to
Seller's knowledge," "the knowledge of Seller," or "to the best of Seller's
knowledge" or similar words of similar import are used, they shall be deemed to
refer to facts within the actual knowledge of Jason Greiner, Executive Director of
Seller, at the times indicated only, without independent inquiry, without any
actual or implied duty of inquiry whatsoever and without imputation to such
person of the knowledge of any other person. The named individual is acting for
and on behalf of Seller and in a capacity as an officer or representative of Seller
and is in no manner expressly or impliedly making any representations or
warranties in an individual capacity. Purchaser waives any right to sue or seek
any personal judgment or claim against such individual.
B. Purchaser's Knowledge. For purposes of this Agreement and any
closing document, whenever the phrase "to Purchaser's actual knowledge," "to
Purchaser's knowledge," "the knowledge of Purchaser," or "to the best of
Purchaser's knowledge" or similar words of similar import are used, they shall be
deemed to refer to facts within the actual knowledge of Charles A. (Mac)
McClure at the times indicated only, without independent inquiry, without any
actual or implied duty of inquiry whatsoever and without imputation to such
person of the knowledge of any other person. The named individuals are acting
for and on behalf of Purchaser and in a capacity as an officer or representative of
Purchaser and is in no manner expressly or impliedly making any representations
or warranties in an individual capacity. Seller waives any right to sue or seek any
personal judgment or claim against such individuals.
Purchase and Sale Agreement Page 18
3047132v3
Section 6.4 Remedies.
If either party discovers prior to Closing that any of the other party's representations or
warranties have been misrepresented or are inaccurate, such discovering party may notify the
party with deficient representations and/or warranties in writing, and the deficient party may
attempt to correct or remedy the misrepresentation or inaccuracy. If the misrepresentation or
inaccuracy is not remedied prior to Closing, upon written notice to the deficient party, the
discovering party may: (i) proceed to Closing without waiving any claim for breach of warranty
or misrepresentation; (ii) delay Closing until ten (10) days after the misrepresentation or
inaccuracy is remedied; or (iii) exercise any remedies available for default by the deficient party
under this Agreement. The Parties agree that neither party will incur liability or damages pursuant
to this section for any claim or cause of action asserted more than one (1)year after the date of the
Closing.
Section 6.5 Non-Conformance.
Purchaser has or will independently investigate and verify to Purchaser's satisfaction the
extent of any limitations or permitted uses of the Property. Purchaser acknowledges that the
current use of the Property or any improvements located on the Property (or both) may not
conform to applicable Federal, State or municipal laws, ordinances, codes or regulations.
Zoning, permitted uses, height limitations, setback requirements, minimum parking
requirements, limitations on coverage of improvements to total area of land, requirements of the
Americans with Disabilities Act, wetlands restrictions and other matters may have a significant
economic impact upon Purchaser's intended use of the Property. However, if Seller is aware of
nonconformance with any Federal, State or local laws, ordinances, codes or regulations, Seller
shall disclose same to Purchaser. Purchaser is not relying upon any warranties or representations
of Seller concerning the permitted uses of the Property or with respect to any nonconformance of
the Property.
ARTICLE 7
CLOSING
Section 7.1 Closing Date.
The Closing shall occur on or before the Closing Date. Seller shall deliver possession of
the Property at Closing.
Section 7.2 Seller's Closing Documents.
At the Closing, Seller shall deliver the following to Purchaser:
A. A duly executed Special Warranty Deed (the "Deed"), in the form
attached hereto as Exhibit "B", conveying the Property to Purchaser in fee simple
according to the legal description prepared by the surveyor as shown on the Survey,
subject only to the Permitted Exceptions;
Purchase and Sale Agreement Page 19 ,
3047132v3
B. The Title Policy issued by the underwriter for the Title Company pursuant
to the Title Commitment, subject only to the Permitted Exceptions, in the full amount of
the Purchase Price, dated as of the date of Closing, and with the survey exception deleted
except as to "shortages in area;"
C. A General Assignment assigning to Purchaser all of Seller's interest in the
Licenses and Permits, as applicable;
D. A recorded copy of the CC&R and Access Easements, in form and
substance acceptable to Purchaser;
E. An executed copy of the Right of First Refusal and a memorandum of the
Right of First Refusal in recordable form;
F. Evidence of Seller's authority and capacity to close this transaction; and
G. All other documents reasonably required by the Title Company from
Seller to close this transaction.
Section 7.3 Purchaser's Closing Documents.
At the Closing, Purchaser shall deliver to Seller at Purchaser's expense:
A. The Purchase Price;
B. An executed copy of the Right of First Refusal and the memorandum of
the Right of First Refusal in recordable form;
C. Evidence of Purchaser's authority and capacity to close this transaction;
and
D. All other documents reasonably required by the Title Company from
Purchaser to close this transaction.
Section 7.4 Closing Costs.
Each party shall pay its respective costs associated with the Closing in accordance with
Section 1.2 above.
Section 7.5 Ad Valorem Taxes.
Since the Seller is an exempt entity, all ad valorem taxes applicable to the Property for
the year of closing will be assumed by the Purchaser.
Section 7.6 Rollback Taxes.
Purchaser will be responsible for all rollback taxes, if any, that may be assessed against
the Property, for any periods of time prior to Closing. This obligation shall survive the Closing.
Purchase and Sale Agreement Page 20
3047132v3
NOTICE REGARDING POSSIBLE LIABILITY FOR ADDITIONAL TAXES. If
for the current ad valorem tax year the taxable value of the land that is the subject of this
Agreement is determined by a special appraisal method that allows for appraisal of the land at
less than its market value, the person to whom the land is transferred may not be allowed to
qualify the land for that special appraisal in a subsequent tax year and the land may then be
appraised at its full market value. In addition, the transfer of the land or a subsequent change in
the use of the land may result in the imposition of an additional tax plus interest as a penalty for
the transfer or the change in the use of the land. The taxable value of the land and the applicable
method of appraisal is public information and may be obtained from the tax appraisal district
established for the county in which the land is located.
ARTICLE 8
CASUALTY LOSS; CONDEMNATION.
All risk of loss to the Property shall remain upon Seller prior to the Closing. If, prior to
the Closing, any portion of the Property is damaged or destroyed by fire or other casualty, or
subject to a condemnation or taking or the threat of a condemnation or taking, Purchaser may
either terminate this Agreement by delivering a written termination notice to Seller or elect to
close. If the transaction is to proceed to Closing, there shall be no reduction in the Purchase
Price, but Seller shall assign to Purchaser all of Seller's right and interest in any insurance
proceeds and/or condemnation awards, as applicable, plus an amount equal to any insurance
deductible.
ARTICLE 9
DEFAULT
Section 9.1 Purchaser's Remedies.
If Seller fails to perform its obligations under this Agreement for any reason, except
Purchaser's default, and such failure to perform continues for more than thirty (30) days
following delivery of written notice of such default from Purchaser to Seller, Seller shall be in
default and Purchaser may elect to (i) terminate this Agreement and receive the Earnest Money,
or (ii)pursue the remedy of specific performance, as its exclusive remedies.
Section 9.2 Seller's Remedies.
If Purchaser fails to perform its obligations under this Agreement for any reason, except
Seller's default, and such failure to perform continues for more than thirty (30) days following
delivery of written notice of such default from Seller to Purchaser, Purchaser shall be in default,
and Seller may terminate this Agreement and receive the Earnest Money.
ARTICLE 10
REAL ESTATE COMMISSIONS
Each party to this Agreement represents and warrants to the other party that such party
has had no dealings with any person, firm, agent or finder in connection with the negotiation of
this Agreement and/or the consummation of the purchase and sale contemplated herein and no
Purchase and Sale Agreement Page 21 per,
3047132v3
real estate broker, agent, attorney,person, firm or entity is entitled to any commission or finder's
fee in connection with this transaction as the result of any dealings or acts of such party. Each
party hereby agrees to indemnify, defend, protect and hold the other party harmless from and
against any costs, expenses or liability for compensation, commission, fee, or charges which may
be claimed by any agent, finder or other similar party by reason of any dealings or acts of the
indemnifying party.
ARTICLE 11
MISCELLANEOUS PROVISIONS
Section 11.1 Notices.
All notices and other communications required or permitted under this Agreement must
be in writing and shall be deemed delivered on the earlier of: (i) actual receipt, if delivered in
person or by messenger with evidence of delivery; (ii) the date and time of transmission if
delivered by email; or (iii) three (3) business days after deposit in the United States Mail as
required below. Notices delivered by mail must be deposited with the U.S. Postal Service and
sent by certified mail return receipt requested with postage prepaid, and properly addressed to
the intended recipient at the address set forth below. Any party may change its address for notice
purposes by delivering written notice of its new address to all other parties in the manner set
forth above.
Section 11.2 Forms and Construction.
This Agreement is the result of negotiations between the parties, neither of whom has
acted under any duress or compulsion, whether legal, economic or otherwise. Accordingly, the
terms and provisions hereof shall be construed in accordance with their usual and customary
meanings. Seller and Purchaser hereby waive the application of any rule of law which otherwise
would be applicable in connection with the construction of this Agreement that ambiguous or
conflicting terms or provisions should be construed against the party who (or whose attorney)
prepared the executed Agreement or any earlier draft of the same.
Section 11.3 Attorney's Fees.
The prevailing party in any legal proceeding brought in relation to this Agreement or
transaction shall be entitled to recover from the non-prevailing party's court costs, reasonable
attorneys' fees and all other reasonable litigation expenses.
Section 11.4 Assignment.
Purchaser may not assign this Agreement without the prior written consent of Seller.
Notwithstanding the foregoing, Purchaser may assign its rights under this Agreement to any
affiliated entity which directly or indirectly controls, is controlled by or is under common control
with Purchaser without the consent of Seller, on the condition that the assignee expressly
assumes all of the obligations of Purchaser hereunder in a written agreement, and such written
agreement is delivered to Seller prior to the Closing Date. This Agreement shall be binding upon
Purchase and Sale Agreement Page 22
3047132v3
and inure to the benefit of the respective legal representatives, successors, assigns, heirs, and
devises of the parties.
Section 11.5 Integration.
This Agreement contains the complete agreement between the parties with respect to the
Property and cannot be varied except by written agreement of the parties hereto. The parties
agree that there are no oral or signed agreements, understandings, representations or warranties
made by the parties which are not expressly set forth herein.
Section 11.6 Survival.
Any warranty, representation, covenant, condition or obligation contained in this
Agreement not otherwise consummated at the Closing will survive the Closing of this transaction
for a period of one (1)year thereafter.
Section 11.7 Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the parties to this
Agreement and their respective heirs, legal representatives, successors and assigns.
Section 11.8 Time for Performance.
Time is of the essence under each provision of this Agreement. If any date of
performance hereunder falls upon a Saturday, Sunday or recognized holiday, such date will be
deemed moved forward to the next day which is not a Saturday, Sunday or recognized holiday.
Section 11.9 Business Day.
The term "business day" shall mean days elapsed exclusive of Saturday, Sunday or bank
holidays recognized by banking institutions located in Dallas, Texas.
Section 11.10 Agency Disclosure Statement.
Pursuant to the terms of The Real Estate License Act of the State of Texas, Texas
Occupations Code, Title 7, Subtitle A, Section 1101, Seller is herewith notified that certain
owners and officers of the Purchaser, are licensed real estate brokers as defined by The Real
Estate Act of the State of Texas and intend to represent themselves in this transaction. Further,
each party is herewith notified that Seller and Purchaser shall each warrant to each other that it
has dealt with no other brokers with respect to this transaction.
Section 11.11 Governing Law.
This Agreement shall be construed under and governed by the laws of the State of Texas,
and unless otherwise provided herein, all obligations of the parties created under this Agreement
are to be performed in the county where the Property is located.
Purchase and Sale Agreement Page 23
3047132v3
Section 11.12 Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a
court of competent jurisdiction, the invalid, illegal or unenforceable provision shall not affect
any other provisions, and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision is severed and deleted from this Agreement.
Section 11.13 Counterparts.
This Agreement may be executed in a number of identical counterparts. Each counterpart
is deemed an original and all counterparts shall, collectively, constitute one agreement. Executed
documents transmitted electronically shall be considered originals.
Section 11.14 Gender; Number.
Unless the context requires otherwise, all pronouns used in this Agreement shall be
construed to include the other genders,whether used in the masculine, feminine or neuter gender.
Words in the singular number shall be construed to include the plural, and words in the plural
shall be construed to include the singular.
Section 11.15 Further Assurances.
The parties each agree that at any time, or from time to time, after the execution of this
Agreement, each party will, upon the request of the other party hereto, execute and deliver such
further documents and do such further acts and things as such other party may reasonably request
in order to effect fully the purposes of this Agreement.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
Purchase and Sale Agreement Page 24 ,
3047132v3
EXECUTED on the dates stated below, but to be EFFECTIVE on the Effective Date
defined herein.
SELLER:
Date: WYLIE ECONOMIC DEVELOPMENT
CORPORATION, a Texas non-profit
corporation
By:
Name:
Title:
PURCHASER:
Date: McCLURE PARTNERS CONSTRUCTION
COMPANY, a Texas corporation
By:
Name: Charles A. (Mac) McClure
Title: Chairman
Signature Page----Purchase and Sale Agreement Page 25
3047132
TITLE COMPANY ACCEPTANCE
The Title Company acknowledges receipt of the executed Agreement and Earnest Money
on , 20 , at (a.m./p.m.) and has accepted the Earnest
Money subject to the terms and conditions set forth in this Agreement.
TITLE COMPANY:
LAWYERS TITLE INSURANCE COMPANY
By:
Title Company Acceptance Page—Purchase and Sale Agreement Page 26
3047132 ( ,�.
EXHIBIT "A"
DEPICTION OF PROPERTY
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Exhibit"A"—Purchase and Sale Agreement Page 27
3047132 •.---.
EXHIBIT "B"
FORM OF SPECIAL WARRANTY DEED
"NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER."
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF COLLIN §
THAT, WYLIE ECONOMIC DEVELOPMENT CORPORATION ("Grantor") for
and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration in hand paid by ("Grantee"),
the receipt and sufficiency of which is hereby acknowledged; has GRANTED, BARGAINED,
SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and
CONVEY unto Grantee that certain real property located in the City of Wylie, Collin County,
Texas, and being more particularly described in Exhibit "A" attached hereto and incorporated
herein by this reference for all purposes, together with all and singular the improvements,
buildings, structures and fixtures located thereon or attached thereto (the"Property");
This conveyance is made and accepted subject to all those certain easements, covenants,
restrictions and other matters more particularly described in Exhibit "B" attached hereto and
incorporated herein by this reference for all purposes, to the extent that same arc valid and
subsisting and affect the Property (the"Permitted Exceptions").
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever; and
Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER
DEFEND all and singular the title to the Property unto Grantee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim the Property or any part thereof,
by, through or under Grantor, but not otherwise; subject only, however, to the Permitted
Exceptions.
EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THAT CERTAIN
PURCHASE AND SALE AGREEMENT, DATED , BY AND BETWEEN
GRANTOR AND GRANTEE (THE "PURCHASE AGREEMENT"), IT IS UNDERSTOOD
AND AGREED THAT GRANTOR IS NOT MAKING ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR
REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN GRANTOR'S
WARRANTY OF TITLE SET FORTH IN THE PURCHASE AGREEMENT OR HEREIN),
ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION,
Exhibit"B"—Purchase and Sale Agreement Page 28
3047132 �,
ABSENCE OF LATENT DEFECTS, OPERATING HISTORY OR PROJECTIONS,
VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR
ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY.
EXCEPT AS EXPRESSLY PROVIDED IN THE PURCHASE AGREEMENT OR HEREIN,
GRANTEE AGREES THAT WITH RESPECT TO THE PROPERTY, GRAN TEE HAS NOT
RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY,
ANY REPRESENTATION OR WARRANTY OF GRANTOR OR GRANTOR'S
REPRESENTATIVES. GRANTEE WILL CONDUCT SUCH INSPECTIONS AND
INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND RELY UPON
SAME, AND, UPON RECEIPT OF THIS DEED, SHALL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, LATENT DEFECTS AND
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
REVEALED BY GRANTEE'S INSPECTIONS AND INVESTIGATIONS. EXCEPT AS
EXPRESSLY PROVIDED HEREIN, GRANTEE AGREES TO TAKE WHATEVER ACTION
AND PERFORM WHATEVER INVESTIGATIONS AND STUDIES GRANTEE DEEMS
NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND
THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN
WITH RESPECT TO, ANY HAZARDOUS AND/OR TOXIC SUBSTANCES ON OR
DISCHARGED FROM THE PROPERTY. GRAN FEE ACKNOWLEDGES AND AGREES
THAT UPON RECEIPT OF THIS DEED, GRAN I'EE SHALL ACCEPT THE PROPERTY
"AS IS, WHERE IS", WITH ALL FAULTS AND THERE ARE NO ORAL OR WRITTEN
AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR
AFFECTING THE PROPERTY BY GRANTOR OR ANY THIRD PARTY. FURTHER,
GRANTEE HEREBY ACKNOWLEDGES TO GRANTOR THAT GRANTEE AND
GRANTOR ARE NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSIXION.
[Signature Page to Follow]
Exhibit"B"—Purchase and Sale Agreement Page 29
3047132 �—,
EXECUTED effective as of the day of ,20 .
GRANTOR:
WYLIE ECONOMIC DEVELOPMENT
CORPORATION, a Texas non-profit
corporation
By:
Name:
Title:
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the day of
20_, by , of the
WYLIE ECONOMIC DEVELOPMENT CORPORATION, on its behalf
Notary Public, State of Texas
Exhibit"B"—Purchase and Sale Agreement Page 30 ,
3047132
Exhibit"A"
Legal Description of Property
Exhibit"B"—Purchase and Sale Agreement Page 31
3047132 -.-'
Exhibit"B"
Permitted Exceptions
Exhibit"B"—Purchase and Sale Agreement Page 32
�3047132
WYLIE TX
ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: August 19, 2020 Item Number: 5
Department: WEDC (Staff'Use Only)
Prepared By: Jason Greiner Account Code:
Date Prepared: 8/17/20 Exhibits: 1
Subject
Staff report: WEDC Property Update,Downtown Parking,Upcoming Events,WEDC Activities and Programs.
Recommendation
No action is requested by staff for this item.
Discussion
Staff will lead a discussion regarding WEDC Properties,Regional Housing Permits,Downtown Parking, and provide an
overall review of issues surrounding WEDC Activities and Programs.
Page 1 of 1
WYLIE9 TX
ECONOMIC DEVELOPMENT CORPORATION
2020 August Board Meeting—19th
Day Time Meeting/Event
11 City Council
17-18 SEDCAnnual Conference—Virtual
25 City Council
2020 September Board Meeting—16`h
Day Time Meeting/Event
3 Retail Live South Central—Virtual
4 SALES TAX TRAINING—Virtual (Receive the Files)
7 CLOSED Labor Day
8 City Council
17-18 IEDC—Entrepreneurial and Small Business Development Course—Online-AW
18 SALES TAX TRAINING—Virtual (Q&A)
22 City Council - Mfg Day Proclamation
25 Collin College Ribbon Cutting&Campus Tour
2020 October-Industry Appreciation Month Board Meeting—21st
Day Time Meeting/Event
2 Manufacturing Day
5-9 TEDC Annual Conference—Virtual *TEDC Board Meeting/CEDA Committee
8-9 IEDC—Strategic Planning Course—Virtual
9 SALES TAX TRAINING—Virtual (Receive the Files)
13-16 IEDC Annual Conference—Virtual
13 City Council—(Mfg Day Proclamation)
23 SALES TAX TRAINING—Virtual (Q&A)
27 City Council
27-30 TEDC Basic—Virtual—DD, MW, RH
Around the Corner...
• Manufacturing Day
• IEDC Business Retention and Expansion Course-AW
• NTCAR—North Texas Commercial Association of Realtors—Commercial RE and Developer Expo
• TEDC Sales Tax Training(tentatively scheduled for Houston&Austin)
• TEDC Board Retreat-JG
• Wylie Days
• TEDC Legislative Conference