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09-16-2020 (WEDC) Agenda Packet WYLI �_49 TX NOTICE OF MEETING ECONOMIC DEVELOPMENT CORPORATION Regular Meeting Agenda September 16, 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 Mulliqi 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 August 19, 2020 Minutes of the WEDC Board of Directors Meeting. B. Consider and act upon approval of the August 2020 WEDC Treasurer's Report. ACTION ITEMS 1. Consider and act upon a Real Estate Sales Contract and a Performance Agreement between the WEDC and LUV-ROS HOLDINGS, LLC. WEDC—Agenda September 16, 2020 Page 2 of 3 Tabled from 8-19-20 Remove from Table and consider: 2. Consider and act upon a Performance Agreement between the WEDC and GDA Investments, LLC. — Series 53. DISCUSSION ITEMS 3. 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 • F.M. 544 & Commerce • Jackson& Oak 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 2019-3a • Project 2019-1 lb • Project 2019-12a • Project 2020-4a • Project 2020-4c WEDC—Agenda September 16, 2020 Page 3 of 3 RECONVENE INTO OPEN MEETING Take any action as a result from Executive Session ADJOURNMENT CERTIFICATION I certtbi that this Notice of Meeting was posted on this 11 th day of September 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 August 19, 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 8:32 a.m. Board Members present were John Yeager, Melisa Whitehead, and Gino Mulliqi. Tim Gilchrist arrived at 8:45 a.m. Ex-officio member Assistant City Manager Renae' 011ie arrived at 8:32 a.m. WEDC staff present included Executive Director Jason Greiner, BRE Director Angel Wygant, and Senior Assistant Rachael Hermes. INVOCATION&PLEDGE OF ALLEGIANCE Board Member Yeager gave the invocation and Board Member Whitehead 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 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. Board Action A motion was made by Melisa Whitehead, seconded by John Yeager, to approve the Consent Agenda as presented. A vote was taken, and the motion passed 4-0. ACTION ITEMS 1. Consider and act upon a Third Amended Promissory Note for American National Bank Loan 88193982. Staff Comments Staff referenced the July Board Meeting related to budget preparation for FY 21 and provided details regarding the Third Amended Promissory Note to Loan 88193982. This loan was secured for the purpose of purchasing property located near the intersection of Highway 78/Brown for redevelopment. The amendment provides for an interest rate reduction to 4% and interest-only payments through August 12, 2021. WEDC—Minutes August 19, 2020 Page 2 of 4 Board Action A motion was made by Gino Mulliqi, seconded by John Yeager, 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.A vote was taken, and the motion passed 4-0. 2. Consider and act upon a First Amendment to the Performance Agreement between the WEDC and North Dallas Wylie Land Investors,LLC. Staff Comments Staff discussed the Performance Agreement between the WEDC and North Dallas Land Investors, LLC for the construction of an 8,000 square foot medical office. There was a delay in the start period of the project due to COVID-19 and North Dallas Land Investors requested a 6-month extension to the completion of the project. Staff has verified that permits were approved prior to the COVID-19 related delay and anticipates construction will begin shortly. The Amendment under consideration allows for a six-month extension to the eligibility requirements outlined in the Agreement. Board Action A motion was made by Gino Mulliqi, seconded by John Yeager, 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. A vote was taken, and the motion passed 4-0. 3. Consider and act upon a Performance Agreement between the WEDC and GDA Investments,LLC.—Series 53. Staff Comments Staff advised that last-minute information had been received and recommended that the Board Table this Item until the next Regular Board Meeting. Board Action A motion was made by John Yeager, seconded by Melisa Whitehead, to table Item 3 until further consideration. A vote was taken, and the motion passed 4-0. Board Member Gilchrist arrived at 8:45 a.m. and was present for discussion of Item 4. 4. Consider and act upon issues surrounding a Purchase and Sale Agreement between WEDC and McClure Partners Construction Company. Staff Comments Staff discussed the acquisition of properties at Highway 78/Brown and the process of working toward the redevelopment of the site since 2018. The proposed Purchase&Sale Agreement on the 1.74-acre corner lot is contingent upon the relocation of a 42" water line that will need to be completed by NTMWD prior to the start of the development. The water line is currently in the design stage and the developer will begin construction immediately upon the completion of the relocation. Board Discussion The Board discussed the necessary earnest money and clarified the requirements within the Agreement related to termination. The Board discussed the expectations concerning the timing of WEDC—Minutes August 19, 2020 Page 3 of 4 the waterline relocation. Staff explained that the relocation deadline per the Agreement is March 31, 2022, but staff anticipates completion by October 1, 2021. Staff discussed efforts to line up median improvements, deceleration lanes and TCEQ VCP with the timing of this project. Board Member Whitehead disclosed that the legal counsel representing McClure Partners is the same legal counsel that represents her employer. While she did not believe that a conflict existed, she opted to abstain from the vote out of an abundance of caution. Board Action A motion was made by Gino Mulliqi, seconded by John Yeager, 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. A vote was taken, and the motion passed 4-0 with Whitehead abstaining and filing a conflict of interest form with staff. DISCUSSION ITEMS 5. Staff report: WEDC Property Update, Downtown Parking, upcoming events, WEDC Activities and Programs. Staff updated the Board regarding sales tax revenues for June, stating that revenues are up 14.63% over the same month last year. Staff displayed images of training opportunities made available to Wylie Fire Rescue and Wylie Police Department prior to demolition of WEDC-owned structures and updated the Board regarding the demolition process. Staff provided updated images of ongoing projects in Wylie and noted the grand opening of Collin College in September. Staff provided the Board with information related to the Sales Tax Workshop that will be available through TEDC. Staff noted that the 2020 TEDC Annual Conference and TEDC Basic will both be held virtually in October. Staff noted upcoming events including Manufacturing Day in October and Wylie Days in the Spring,noting that we will pivot as needed due to COVID-19. Staff is obtaining additional demolition quotes and handling a variety of code compliance issues on WEDC-owned properties. Staff informed the Board that plans have been sent for downtown parking improvements and more information will be provided as it becomes available. Staff discussed a potential Strategic Planning Workshop to be held in January and discussed website updates,video production,and branding/logo updates in the future. Staff is putting together a process for annual staff reviews and an Employee Handbook for the organization. EXECUTIVE SESSION Recessed into Closed Session at 8:59 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 • State Highway 78 &F.M. 544 • Cooper&F.M. 544 • Sanden&F.M. 544 • Jackson& Oak WEDC—Minutes August 19, 2020 Page 4 of 4 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: • Project 2018-2a • Project 2018-9b • Project 2018-9c • Project 2018-1Oc • Project 2019-12a • Project 2020-4a • Project 2020-7a President Demond Dawkins left at 10:10 a.m. during Executive Session and did not return. RECONVENE INTO OPEN MEETING Take any action as a result from Executive Session Vice President John Yeager reconvened into Open Session at 10:40 a.m. and the following action was taken: Board Action A motion was made by Gino Mulliqi, seconded by Tim Gilchrist,to move the Executive Director's car and phone allowance to his annual base salary. A vote was taken, and the motion passed 4-0. ADJOURNMENT With no further business, Vice President Yeager adjourned the WEDC Board meeting at 10:41 a.m. Demond Dawkins,President ATTEST: Jason Greiner,Executive Director WYLIE9 TX ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development Board AGENDA REPORT Meeting Date: September 16,2020 Item Number: B Department: WEDC (Staff Use Only) Prepared By: Jason Greiner Account Code: Date Prepared: 9/9/20 Exhibits: 4 Subject Consider and act upon approval of the August 2020 WEDC Treasurer's Report. Recommendation Motion to approve the August 2020 WEDC Treasurer's Report. Discussion Presented for the Board's review and approval is the August 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 June, allocated in August, was $325,104, an increase of 14.63% over the same period in 2019. EXPENSES: Incentives $32,000 Cardinal Strategies, Inc.- Incentive#1 of 4 Principal Payments $1,005,522 ANB Loan 58357/Dallas Whirlpool $347,040 ANB Loan 93982/Brown&Hwy 78 Special Services $5,000 Modification Fee to ANB Loan 93982 Page 1 of 1 Wylie Economic Development Corporation MONTHLY FINANCIAL REPORT August 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 $ 325,104.34 $ - $ 2,389,923.60 $ - $ 558,476.40 81.06% A ALLOCATED INTEREST EARNING: $ 6,000.00 $ 111.47 $ - $ 3,853.79 $ - $ 2,146.21 64.23% RENTAL INCOME $ 155,040.00 $ 15,435.00 $ - $ 142,897.00 $ - $ 12,143.00 92.17% 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 $ 340,650.81 $ - $4,044,899.86 $ - $ 1,843,266.14 68.70% EXPENDITURE SUMMARY PERSONNEL $ 440,285.00 $ 22,509.19 $ - $ 462,483.52 $ - $ (22,198.52) 105.04% OPERATING EXPENSES $ 73,509.00 $ 3,301.50 $ - $ 60,921.52 $ 257.30 $ 12,330.18 83.23% C INCENTIVES $ 551,291.00 $ 32,000.00 $ - $ 437,212.10 $ - $ 114,078.90 79.31% D SPECIAL SERVICES $ 212,871.00 $ 11,909.26 $ - $ 147,042.38 $ 7,942.62 $ 57,886.00 72.81% ADVERTISING $ 77,600.00 $ 2,805.94 $ - $ 44,605.21 $ 3,766.50 $ 29,228.29 62.33% COMMUNITY DEVELOPMENT $ 43,350.00 $ - $ - $ 32,787.78 $ 2,001.83 $ 8,560.39 80.25% TRAVEL&TRAINING $ 31,317.00 $ 29.96 $ - $ 14,703.23 $ 4,397.11 $ 12,216.66 60.99% DUES&SUBSCRIPTIONS $ 19,567.00 $ 573.42 $ - $ 14,804.14 $ 85.00 $ 4,677.86 76.09% AUDIT&LEGAL $ 23,000.00 $ - $ - $ 20,047.52 $ 1,533.00 $ 1,419.48 93.83% ENGINEERING&ARCHITECTURAL $ 35,000.00 $ - $ - $ 31,416.60 $ - $ 3,583.40 89.76% DEBT SERVICE $ 2,267,432.00 $ 1,409,273.53 $ - $ 1,993,464.51 $ - $ 273,967.49 87.92% E 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 $ 1,482,402.80 $ - $3,260,477.14 $ 19,983.36 $ 2,525,167.50 56.50% REV OVER/(UNDER) EXPEN $ 82,538.00 $(1,141,751.99) $ - $ 784,422.72 $ (19,983.36) $ (681,901.36) A. SLSTX Rev earned in June,allocated in Aug,was$325,104.34,an increase of 14.63%over the same period in 2019. Sales Tax received for 9 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. D. Incentives paid this month include Cardinal Strategies E. Debt Service/Principal Reduction Wylie Economic Development Corporation Statement of Net Position As of August 31, 2020 Assets Cash and cash equivalents $ 1,622,104.11 Receivables $ 70,000.00 Note 1 Inventories $ 12,088,145.50 Prepaid Items $ - Total Assets $ 13,780,249.61 Deferred Outflows of Resources Pensions $ 134,955.55 Total deferred outflows of resources $ 134,955.55 $ 13,915,205.16 Liabilities Accounts Payable and other current liabilities $ 9,063.94 Unearned Revenue $ 40,200.00 Note 2 Non current liabilities: Due within one year $ 137,770.71 Note 3 Due in more than one year $ 5,527,237.07 Total Liabilities $ 5,714,271.72 Deferred Inflows of Resources Pensions $ (1,490.41) Total deferred inflows of resources $ (1,490.41) Net Position Net investment in capital assets $ - Unrestricted $ 8,202,423.85 Total Net Position $ 8,202,423.85 $ 13,915,205.16 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 9-09-2020 03:38 PM CITY OF WYLIE PAGE: 1 BALANCE SHEET AS OF: AUGUST 31ST, 2020 111-WYLIE ECONOMIC DEVEL CORP ACCOUNT# TITLE ASSETS 1000-10110 CLAIM ON CASH AND CASH EQUIV. 1,620,104.11 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 831,600.00 14,611,849.61 TOTAL ASSETS 14,611,849.61 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 1.66 2000-20117 TMRS PAYABLE 1,597.54 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 6,341.54 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 9-09-2020 03:38 PM CITY OF WYLIE PAGE: 2 BALANCE SHEET AS OF: AUGUST 31ST, 2020 111-WYLIE ECONOMIC DEVEL CORP ACCOUNT# TITLE 2000-20201 AP PENDING 1,063.20 2000-20210 ACCOUNTS PAYABLE 0.00 2000-20530 PROPERTY TAXES PAYABLE 0.00 2000-20540 NOTES PAYABLE 831,600.00 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 880,863.94 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 4,044,899.86 TOTAL EXPENSES 3,260,477.14 REVENUE OVER/(UNDER) EXPENSES 784,422.72 TOTAL EQUITY & OVER/(UNDER) 13,730,985.67 TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 14,611,849.61 9-09-2020 03:38 PM CITY OF WYLIE PAGE: 1 BALANCE SHEET AS OF: AUGUST 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 32,619.50 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 4,095,819.31 2000-28245 ANB LOAN/DALLAS WHIRLPOOL 850,740.21 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 5,665,007.78 9-09-2020 03:38 PM CITY OF WYLIE PAGE: 2 BALANCE SHEET AS OF: AUGUST 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 ( 1,702,743.94) REVENUE OVER/(UNDER) EXPENSES 706,243.47 TOTAL EQUITY & OVER/(UNDER) ( 5,531,542.64) TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 133,465.14 Wylie Economic Development Corporation SALES TAX REPORT August 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 $ 325,104.34 $ 41,501.40 14.63% 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 $ 2,389,923.30 $ 246,034.11 11.40% Total $ 2,627,376.22 $ 2,562,759.35 $ 2,920,137.37 $ 2,389,923.30 $ 246,034.11 11.40% WEDC Sales Tax Analysis $400,000 $350,000 $300,000 $250,000 $200,000 2019 $150,000 ■2020 $100,000 $50,000 $0 c J � t c te e e e � Q� CC J � e� 0sOc � Que,mo`6se,m ` ,a Fe Q` °e o WYLIE9 TX ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development Board AGENDA REPORT Meeting Date: September 16, 2020 Item Number: 1 Department: WEDC (Staff Use Only) Prepared By: Jason Greiner Account Code: Date Prepared: 9/9/2020 Exhibits: 2 Subject Consider and act upon a Real Estate Sales Contract and a Performance Agreement between the WEDC and LUV-ROS HOLDINGS, LLC. Recommendation Motion to approve a Real Estate Sales Contract and a Performance Agreement between the WEDC and LUV- ROS HOLDINGS, LLC and further authorize WEDC President Dawkins to execute all documentation necessary to effectuate the transactions. Discussion As the Board will recall, WEDC staff presented Project 2018-2a for final consideration back in Q4 of 2019. After further analysis and Board direction, staff took the project to City Council on February 11, 2020. In accordance with Resolution No. 2019-17(R), the Wylie City Council authorized the WEDC to formalize negotiations with LUV-ROS Holdings, LLC. (dba Ken Ross, Inc.) and enter into a Real Estate Sales Contract under the term of a forgivable loan and Performance Agreement with the same. The WEDC has been working toward the redevelopment of Highway 78 and FM 544 since the early 2000's. This project will not only help clean up the appearance of Cooper Dr., but it will also help reduce the number of trucks loading and unloading product on the street. The attached Real Estate Sales Contract and Performance Agreement outlines the sale of a WEDC-owned .406 acre tract located on Cooper Drive and the provision of additional assistance($10,000). The overall$1.4MM project will include four new jobs,a 10,000 SF expansion of the facility and a new $400,000 manufacturing line. Analysis: • Corner lot on Cooper: 0.406 Acres or 17,685 SF • Sales Price: $60,000 (forgiven over 3 years) • Feasibility Period: 45 days • Closing Date: 5 days after expiration of Feasibility Period Page 1 of 2 Page 2 of 2 The Performance Measures and Incentive Payments are identified as follows: Incentive No. 1 $5,000 > Acquire adjacent 0.11 acre tract of land; and ➢ Execute a three (3) year lease with Ken Ross, Inc.; and > Complete construction of 23 parking spaces, the 10,000 SF expansion and installation of a new fire suppression system evidenced by Final CO within 18 months; and > Proof of$1,400,000 in Capital Investment; and ➢ Company is current on all ad valorem taxes and other property taxes Incentive No. 2 $5,000 > Proof of four(4)jobs created at the facility; and > Company is current on all ad valorem taxes and other property taxes Should LUV-ROS Holdings fail to meet the Performance Measures for Incentive No. 1,the entire Performance Agreement is voided in advance and the entire balance on the note must be paid to the WEDC. Further, no partial incentive payments will be provided. Economic Impact Analysis (EIA): The estimated valuation of the expansion is approximately $100/SF or $1.2MM and the projected increase to property value is greater than $50/SF or $590,000. With the WEDC's overall financial participation in the amount of$70,000 this project will generate an estimated $218,301 in overall tax revenue for the City of Wylie over the next 10 years. So,for every $1 that the WEDC invests, this business owner is investing$3.12 in our community. REAL ESTATE SALES CONTRACT STATE OF TEXAS § § COUNTY OF COLLIN § THIS REAL ESTATE SALES CONTRACT(this"Contract")is made by and between the WYLIE ECONOMIC DEVELOPMENT CORPORATION, of 250 State Highway 78 South, Wylie, Texas 75098 ("Seller") and LUV-ROS HOLDINGS, LLC, of 703 Cooper Drive, Wylie, Texas 75098 ("Purchaser"),upon the terms and conditions set forth herein. ARTICLE I 1.01 Seller hereby sells and agrees to convey by Special Warranty Deed (the "Deed"), and Purchaser hereby purchases and agrees to pay for, that certain real estate, and any improvements located thereon, being 0.406 acres of land situated in the S.B. Shelby Survey, Abstract No. 820, in the City of Wylie, Collin County, Texas, which property is generally described in the attached Exhibit "A" (the "Property"). Seller also sells and agrees to convey, and Purchaser hereby agrees to pay for, all and singular, the rights and appurtenances pertaining to the Property, including any right, title and interest of Seller in and to adjacent streets, roads, alleys or rights-of-way, and including all rights to all oil, gas and other minerals,together with any improvements, fixtures, and personal property situated on and attached to the Property, (all of such real property,rights, and appurtenances being hereinafter collectively referred to as the"Property"),for the consideration and upon the terms and conditions hereinafter set forth. Real Estate Sales Contract—Page 1 2988918v1 ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01 The purchase price (herein called the "Purchase Price") for the Property shall be the sum of Sixty Thousand and No/100 Dollars ($60,000.00). Payment of Purchase Price 2.02 The Purchase Price shall be payable as follows: (a) Seller Financing: A promissory note (the "Seller Note") from Purchaser to Seller in the amount of the Purchase Price,bearing interest at six percent(6%)per annum, secured by a Vendor's Lien and a Deed of Trust,with the Seller Note being due and payable on or before three (3) years from the date a Certificate of Occupancy is issued for the planned improvements for the Property as provided in the Performance Agreement hereinafter referenced; PROVIDED, HOWEVER, that the Seller Note shall be fully released without payment thereon in the event Purchaser complies with the performance requirements set forth in a Performance Agreement described in Article II, Section 2.02(b) hereinafter set forth, including, but not limited to the following requirements: (i) Acquire the adjacent 0.11 acre tract from Sandra K. Mondy; (ii) Execute a three(3)year lease with Ken Ross,Inc.,for the cumulative 21,663 square foot manufacturing facility located on the Property; (iii) Complete construction of a 10,000 square foot expansion of the existing facility not later than eighteen (18) months from Closing as evidenced by a final Certificate of Occupancy issued by the City of Wylie; Real Estate Sales Contract—Page 2 2988918v1 (iv) Retrofit the existing 11,663 square foot structure with a fire suppression system approved by the City in addition to the newly expanded 9,984 square feet in the facility; (v) Provide evidence satisfactory to Seller of a project cost, excluding the land acquisition cost, of$1,400,000.00 including,but not limited to,the acquisition of a new manufacturing line at a cost of$400,000.00 including installation; (vi) Increase the existing parking on the Property by at least 23 spaces consistent with the Zoning Exhibit attached hereto as Exhibit "B"; (vii) Construct improvements to the front building façade of the existing facility facing Cooper Drive consistent with the Elevation Plan attached hereto as Exhibit "C"; and (viii) Add four (4) additional jobs at the facility within twelve (12) months following the issuance of the Certificate of Occupancy. The facility improvements described in subsections (iii)-(vii) above will collectively be referred to as the "Improvements"), and all Improvements shall be completed within eighteen (18) months from the date of Closing. Not later than March 31, 2021, purchaser shall commence construction of the Improvements evidenced by the issuance of a building permit by the City, the issuance by the Purchaser of a notice to proceed to a third party contractor to construct the Improvements, and the actual commencement of construction of the Improvements In the event the Purchaser fails to commence construction, as described in the preceding sentence,within on or before March 31, 2021, Seller shall have the option to reacquire the Property on the terms set forth in Article IX of this Contract. Real Estate Sales Contract—Page 3 2988918v1 (b) Seller and Purchaser shall enter into a Performance Agreement (the "Performance Agreement") whereby Seller agrees to make available to Purchaser a financial economic grant in the event Purchaser meets certain economic criteria in the form set forth in the Performance Agreement attached hereto,marked Exhibit"D", and made a part hereof for all purposes. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01 The obligation of Purchaser hereunder to consummate the transaction contemplated hereby is subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the closing). Preliminary Title Commitment 3.02 Within twenty (20) days after the execution date of this Contract, Seller, at Purchaser's sole cost and expense, shall have caused Lawyers Title Company (Baron Cook), 250 Highway 78 South, Wylie, Texas 75098 (the "Title Company") to issue a preliminary title commitment (the "Title Commitment"), accompanied by true, correct and legible copies of all recorded documents relating to the Property referred to in the Title Commitment (the "Title Documents"). Purchaser shall give Seller written notice on or before twenty (20) days following receipt of the later of the Title Commitment, Title Documents, and Survey of any objections Purchaser may have to such Title Commitment, Title Documents, and Survey. Any exceptions listed in Schedule C of the Title Commitment shall be deemed objectionable to Purchaser. Purchaser hereby agrees that zoning ordinances (unless Purchaser's intended use of the Property violates or is improper under the current applicable zoning ordinances), the lien for current taxes, Real Estate Sales Contract—Page 4 2988918v1 and any items not objected to timely by Purchaser shall hereinafter be deemed to be permitted exceptions and Purchaser shall not be entitled to object to the status of title or avoid the closing on account of such permitted exceptions. In the event Seller is unable or unwilling to cure Purchaser's objections,then within ten (10) days after receipt of Purchaser's written notice, Seller shall notify Purchaser of the same and this Contract, any Options granted hereunder and the Performance Agreement shall thereupon be null and void at Purchaser's option for all purposes, and the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser. Purchaser's failure to give Seller written notice of such objections as provided herein shall constitute Purchaser's acceptance thereof. Survey 3.03 Within twenty (20) days after the execution of this Contract, Purchaser shall, at Purchaser's sole cost and expense, cause to be delivered to Seller and the Title Company a current plat of survey ("Survey") of the Property, prepared by a duly licensed Texas land surveyor. The Survey shall be in a form acceptable to the Title Company in order to allow the Title Company to delete the survey exception(except as to "shortages in area") from the Owner's Title Policy to be issued by the Title Company. The Survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, flood plain as defined by the Federal Insurance Administration, easements, and rights-of-way on or adjacent to the Property and shall set forth the number of total square feet comprising the Property. Feasibility Period 3.04 Purchaser shall have forty-five (45) days following the effective date of this Contract, in which to inspect the Property and determine if the same is suitable for Purchaser's Real Estate Sales Contract—Page 5 2988918v1 intended use (the "Feasibility Period"). In the event Purchaser notifies Seller in writing on or before 5:00 p.m. on the last day of the Feasibility 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 Contract shall terminate and all earnest money heretofore delivered by Purchaser to Title Company, save and except the sum of$100.00 which shall be considered non-refundable option money, shall be returned to Purchaser. In the event Purchaser fails to so notify Seller in writing prior to the expiration of the Feasibility Period of Purchaser's election to terminate this Contract, this Contract shall continue in full force and effect and all earnest money theretofore deposited, shall become non-refundable. 3.05 Seller hereby grants to Purchaser and Purchaser's representatives, contractors and agents the right to enter upon the Property and conduct such tests as Purchaser deems necessary. Purchaser shall indemnify and hold harmless Seller from all claims, actions or causes of action which might occur as a result of the negligence of Purchaser, Purchaser's representatives, contractors or agents while entering upon or testing of the Property and provided further that Purchaser shall be responsible for all damages occasioned to the Property arising out of the negligence of Purchaser during its occupation. Notwithstanding anything herein to the contrary, Purchaser shall not be liable in any way or form due to any damages arising out of the sole negligence or intentional acts of Seller. ARTICLE IV CLOSING 4.01 The closing shall be at the Title Company, on or before five (5) days following the expiration of the Feasibility Period(which date is herein referred to as the "Closing Date"). 4.02 At the closing, Seller shall: Real Estate Sales Contract—Page 6 2988918v1 (a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (1) General real estate taxes for the year of closing and subsequent years not yet due and payable; (2) Any exceptions approved by Purchaser pursuant to this Contract; and (3) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser,at Purchaser's sole cost and expense,a Texas Owner's Title Policy issued by the Title Company, in Purchaser's favor in the full amount of the Purchase Price,insuring Purchaser's fee simple title to the Property,together with the value of any proposed Improvements (additional coverage at Purchaser's expense), subject only to those title exceptions listed in this Contract, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy containing a survey exception deletion, at the expense of the Purchaser, except as to shortages in area. (c) Deliver to Purchaser the executed Performance Agreement. (d) Deliver to Purchaser possession of the Property. 4.03 At the closing, Purchaser shall deliver to Seller the executed Performance Agreement, the Seller Note, and the Deed of Trust executed by Purchaser in favor of the Seller. Real Estate Sales Contract—Page 7 2988918v1 4.04 All state, county, and municipal taxes for the then current year relating to the Property, if any, shall be assumed by the Purchaser. Any rollback taxes that may be assessed against the Property shall be the responsibility of the Purchaser. 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 Contract 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 for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the land is located. 4.05 Each party shall pay any attorney's fees incurred by such party. All other costs and expenses of closing the sale and purchase of the Property shall be borne and paid by the Purchaser. ARTICLE V REAL ESTATE COMMISSIONS 5.01 It is expressly understood and agreed that there are no brokers involved in this transaction. In the event a broker is occasioned by the consummation of this Contract, the Purchaser shall be responsible for all real estate commissions. ARTICLE VI ESCROW DEPOSIT Real Estate Sales Contract—Page 8 2988918v1 6.01 Upon the full execution of this Contract and for the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser shall deliver to the Title Company,a check in the amount of$1,000.00 as the Escrow Deposit which shall apply toward the Purchase Price at closing.Notwithstanding anything to the contrary herein, $100.00 of the Escrow Deposit shall be non-refundable and shall constitute independent consideration for Seller's performance under this Contract. ARTICLE VII CASUALTY 7.01 All risks of loss to the Property shall remain upon Seller prior to the Closing. ARTICLE VIII REPRESENTATIONS 8.01 As a material inducement to the Seller and Purchaser to execute and perform its obligations under this Contract, the Seller and Purchaser hereby represent and warrant to each other as of the date of the execution of this Contract, and through the date of the closing as follows: (a) Seller is the owner in fee of the Property; (b) To the best of Seller's knowledge,there are no actions, suits,or proceedings (including condemnation) pending or threatened against the Property, at law or in equity or before any federal, state, municipal, or other government agency or instrumentality, domestic or foreign,nor is the Seller aware of any facts which to its knowledge might result in any such action, suit, or proceeding. (c) The Property is not in a water district. ARTICLE IX Real Estate Sales Contract—Page 9 2988918v1 OPTIONS TO PURCHASE 9.01 Purchaser hereby grants to Seller (from and after the Closing Date) the exclusive right and option to purchase the Property(the "Option") on the following terms and subject to the following precedent: (a) The purchase price of the Property shall be equal to the Purchase Price which shall be paid either in the form of cash and/or as a credit against Seller's Note, less any sums that must be paid to any affiliate or third parties to clear any liens or encumbrances to the Property. (b) Seller must close upon exercise of the option within thirty (30) days of the exercise of the option. (c) Seller's right to exercise the Option is conditioned upon the following condition precedent: (d) That Purchaser fails to commence construction of the Improvements as defined in and by the date described in the Performance Agreement. Notwithstanding anything to the contrary, the criteria for the economic assistance set forth in Section 3(b) of the Performance Agreement shall be excluded for purposes of this Section 9.01. (e) The Option shall be subordinate to any third party financing for the construction of improvements upon the Property. (f) Seller's failure to give written notice to Purchaser of the exercise of this Option on or before July 1, 2021 shall automatically and immediately terminate all of Seller's rights under this Section 9.01. Real Estate Sales Contract—Page 10 2988918v1 9.02 The parties agree to execute the Option Contract at Closing setting forth the terms and conditions of the Options contained herein along with a memorandum of option that may be recorded by the parties in the Land Records of Collin County, Texas. 9.03 The provisions of Article IX shall survive closing and not be merged therein. ARTICLE X BREACH BY SELLER 10.01 In the event Seller shall fail to fully and timely perform any of Seller's obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may obtain the return of the Escrow Deposit as liquidated damages or pursue specific performance, as its sole and exclusive remedies. ARTICLE XI BREACH BY PURCHASER 11.01 In the event Purchaser shall fail to fully and timely perform any of Purchaser's obligations hereunder or shall fail to consummate the purchase of the Property for any reason, except Seller's default, and Seller not being in default hereunder, Seller shall receive the Escrow Deposit as liquidated damages as its sole and exclusive remedy Real Estate Sales Contract—Page 11 2988918v1 ARTICLE XII MISCELLANEOUS Survival of Covenants 12.01 Any of the representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties, shall survive the closing and shall not be merged therein. Notice 12.02 Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail,postage prepaid, certified mail,return receipt requested, addressed to the Seller or the Purchaser, as the case may be, at the address set forth herein above. Texas Law to Apply 12.03 This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Collin County, Texas. Parties Bound 12.04 This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. This Contract is not assignable by the Purchaser without the written consent of the Seller. Nondisclosure 12.05 Neither party shall disclose to any person or entity,except for the parties' attorneys, accountants or other professionals, the terms of this Agreement or the identity of the parties and Real Estate Sales Contract—Page 12 2988918v1 shall not issue any press or other informational releases without the express written consent of each party. Legal Construction 12.06 In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Integration 12.07 This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the within subject matter. This Contract cannot be modified or changed except by the written consent of all of the parties. Time of Essence 12.08 Time is of the essence of this Contract. Attorney's Fees 12.09 Any party to this Contract which is the prevailing party in any legal proceeding against any other party to this Contract brought under or with relation to this Contract or transaction shall be additionally entitled to recover court costs and reasonable attorneys' fees from the non- prevailing party. Gender and Number 12.10 Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa,unless the context requires otherwise. Real Estate Sales Contract—Page 13 2988918v1 Memorandum of Contract 12.11 Upon the request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 12.12 In accordance with the requirements of Section 28 of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance. Effective Date of Contract 12.13 The term"effective date of this Contract"as used herein shall mean the later of the two (2) dates on which this Contract is fully signed by Seller or Purchaser, as indicated by their signatures below,which later date shall be the date of final execution and agreement by the parties. [SIGNATURE PAGE FOLLOWS] Real Estate Sales Contract—Page 14 2988918v1 Executed on the dates set forth at the signatures of the parties hereto. Seller: WYLIE ECONOMIC DEVELOPMENT CORPORATION By: Demond Dawkins, President Date of Execution: Purchaser: LUV-ROS Holdings, LLC By: Daniel S. Ross Title: Date of Execution: Real Estate Sales Contract—Page 15 2988918v1 TITLE COMPANY ACCEPTANCE The Title Company acknowledges receipt of the Earnest Money on , and accepts the Earnest Money subject to the terms and conditions set forth in this Contract. LAWYERS TITLE COMPANY By: Name: Title: Address: Telephone: Fax: Real Estate Sales Contract—Page 16 2988918v1 Exhibit "A" Property Description Being a tract of land situated in the S.B. Shelby Survey, Abstract No. 820, in the City of Wylie, Collin County, Texas, and being a part of Lot 16,Block A of Wylie Industrial Park, an addition to the City of Wylie, Texas, according to the plat thereof recorded in Volume 8, Page 55 of the Map Records of Collin County,Texas(MRCCT),and refiled in Volume A,Page 77 MRCCT,and being more particularly described as follows: Beginning at a cut"x" set in the north line of Cooper Drive(50 foot right-of-way), at the southeast corner of said Lot 16, same being the southwest corner of Lot 15 of said Wylie Industrial Park; Thence N 87°44'40"W, along the north line of said Cooper Drive, 5.60 feet to a cut"x" set at the point of curvature of a circular curve to the left having a radius of 160.99 feet; Thence southwesterly, along the north line of said Cooper Drive and along said curve to the left, through a central angle of 22°38'06", an arc distance of 63.60 feet and having a chord which bears S 80°56'17" W, 63.19 feet to a cut "x" set at the southwest corner of said Lot 16, same being the southeast corner of Lot 17 of said Wylie Industrial Park; Thence N 24°10'00"W, departing the north line of said Cooper Drive, along the west line of said Lot 16 and east line of said Lot 17, at 131.38 feet passing the southeast corner of a tract of land as described in deed to The Kansas City Southern Railway Company,recorded in Volume 4386,Page 2977 in the Deed Records of Collin County, Texas (DRCCT), in all a distance of 151.05 feet to a 5/8-inch iron rod set with plastic cap stamped"Span Surveys", and lying in a non-tangent circular curve to the right having a radius of 538.01 feet; Thence northeasterly, departing the west line of said Lot 16 and east line of said Lot 17, along said curve to the right,at all times remaining 25.00 feet southeast of and parallel to a spur track,through a central angle of 13°16'38", an arc distance of 124.67 feet and having a chord which bears N 66°30'18" E, 124.39 feet to a 5/8-inch iron rod set with plastic cap stamped "Span Surveys" in the south line of the St. Louis and Southwest Railroad; Thence N 86°56'30" E, along the south line of said St. Louis and Southwest Railroad, 22.83 feet to a 5/8-inch iron rod set with plastic cap stamped"Span Surveys" at the northeast corner of said Lot 16 and northwest corner of said Lot 15, same being the northwest corner of a tract of land as described in deed to The Kansas City Southern Railway Company,recorded in Volume 4478,Page 2225 DRCCT; Thence S 02°15'20" W, departing the south line of said St. Louis and Southwest Railroad, along the east line of said Lot 16 and the west line of said Lot 15, at 17.95 feet passing the southwest corner of said Kansas City Southern Railway Company tract, in all a distance of 173.03 feet to the Point of Beginning and containing 0.406 acre of land. Exhibit "B" Real Estate Sales Contract—Page 17 2988918v1 Zoning Exhibit (Parking) 3 .33 „„33'3.7.13473., '' 3; - • '-1 ' — 11 ,f7,4„,"4°::.,Pi.REi:Oigt9.,,, i ;'•tiiiii esils,:xo,"- 41L1 U ""s 7:‘,.— ----: ,-,.. ._ 1 .„,..—E,.. , ?.,,p(pair " ..-.: - -;-, ....,T3VS,. . ' ? -43.3333% i , .' • - ^,T13 Lor 0.,m 4 ZONING EXHIBIT 1,' — —— Real Estate Sales Contract—Page 18 2988918v1 Exhibit "C" Elevation Plan (Facade) i-vrE.,-.=,„ t4--I —,....,.., , _ . _ ILAN .i.0,...1i.:1 Z';'''.'.-- E2''.I'''•street elevation Ion,„„wem scale' 3/32"=1' -- 11 t ---4H. _ . .•,---7--- .------ -r . __ ±.M.... V.-SEU--FL r ------'=-7 = a.- .....„... ., .•—„„,,,„.„„„ IP from South on Cooper Drive from East on Cooper Drive rz4 a.) , ,..—...„ ..,_„....,. ELEVATION EXHIBIT PD REQUEST.703 COOPER DRIVE ELEVATIONS Wylie,Texas _etail perspective Dan Ross Owner-Ken Ross,Inc. A0.1 Real Estate Sales Contract—Page 19 2988918v1 Exhibit "D" Form of Performance Agreement Real Estate Sales Contract—Page 20 2988918v1 PERFORMANCE AGREEMENT BETWEEN WYLIE ECONOMIC DEVELOPMENT CORPORATION AND LUV-ROS HOLDINGS,LLC This PERFORMANCE AGREEMENT (the "Agreement") is entered into as of the day of , 2020, by and between the WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas corporation ("WEDC") and LUV-ROS HOLDINGS, LLC, a Texas limited liability company ("Company"). RECITALS: WHEREAS, Company is purchasing from the WEDC 0.406 acres of property, more or less, situated in the City of Wylie, Texas, which real property is more particularly described in Exhibit"A", attached hereto and incorporated herein by this reference (the "Property"); WHEREAS, Company shall execute a promissory note of even date herewith evidencing the purchase price of the Property (the "Seller Note"), which is secured by a Deed of Trust upon the Property ("Deed of Trust"); WHEREAS, Company intends to expand its current facility and its business on this Property and will construct an expansion of the existing facility,retrofit the existing facility,make façade improvements, add parking, and other improvements on the Property more fully described below(the "Improvements"); WHEREAS, Company has requested that the WEDC provide economic assistance to offset the cost of the acquisition of the Property and the construction of the Improvements and other expenses associated with expanding the Company facility in City of Wylie, Texas; WHEREAS, for the public purpose of promoting economic development and diversity, increasing employment, reducing unemployment and underemployment, expanding commerce and stimulating business and commercial activities in the State of Texas, and the City of Wylie, the WEDC desires to offer economic assistance to Company as more particularly described in this Agreement. NOW, THEREFORE, for and in consideration of the promises, covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the WEDC and Company agree as follows: 1. Project Subject of Agreement. Company shall construct and complete the Improvements within eighteen (18) months from the date of this Agreement according to plans and specifications approved by the City of Wylie on the Property, and according to its rules and regulations(the"Completion Date"). No later than March 31,2021,the Company shall commence construction of the Improvements, evidenced by the issuance of a building permit by the City of Wylie and the delivery by the Company of a notice to proceed to a third party contractor to commence construction of the Improvements, and the actual commencement of construction of Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 1 2988979v1 the Improvements. To qualify for the economic incentives provided for in this Agreement, a Certificate of Occupancy("CO") shall be issued for the Project no later than the Completion Date. 2. Economic Assistance. Subject to the terms of this Agreement, the WEDC will provide to Company economic assistance in the amount of the purchase price of the Property together with the Additional Incentive defined below. The purchase price for the Property shall be in the form of the Seller Note in the amount of the purchase price of the Property. The Seller Note shall be secured by a Deed of Trust granting to the WEDC a security interest in the Property. The Seller Note, and any interest thereon, shall be forgiven over a three (3) year period in equal amounts on the anniversary date(s) Company receives a CO from the City of Wylie for the Improvements so long as the Company complies with the requirements set forth herein and is not in Default (as defined below) of terms outlined in this Agreement. Further, WEDC shall pay Company an additional economic incentive in the amount of Five Thousand and No/100 Dollars ($5,000.00) upon the issuance of the CO for the Improvements, and WEDC shall make an additional grant to Company of Five Thousand and No/100 Dollars ($5,000.00) twelve (12) months following the issuance of the CO so long as the additional jobs requirement is met as described below ("Additional Incentive"). Collectively, forgiveness of the Seller Note and the Additional Incentive, shall be called the "Economic Assistance". The Company shall be responsible for paying all fees associated with Building Permit Fee, Plumbing, Mechanical, and Electrical Permit Fees, Fire Inspection Fee, Fire Department Plan Review Fee Fire Development Fee, Thoroughfare Impact Fee, Water & Sewer Impact Fees, third party review of Fire Sprinkle and Fire Alarm plans, and all other inspection fees not specifically named. 3. Criteria to Qualify for Economic Assistance. To qualify for the Economic Assistance, Company shall: (i) Acquire the adjacent 0.11 acre tract from Sandra K. Mondy; (ii) Execute a three(3)year lease with Ken Ross,Inc.,for the cumulative 21,663 square foot manufacturing facility located on the Property; (iii) Complete construction of approx. 10,000 square foot expansion of the existing facility not later than eighteen (18) months from Closing as evidenced by a final Certificate of Occupancy issued by the City of Wylie; (iv) Retrofit the existing 11,663 square foot structure with a fire suppression system approved by the City in addition to the newly expanded 9,984 square feet in the facility; (v) Provide evidence satisfactory to Seller of a project cost, excluding the land acquisition cost, of$1,400,000.00 including,but not limited to,the acquisition of a new manufacturing line at a cost of$400,000.00 including installation; (vi) Increase the existing parking on the Property by at least 23 spaces consistent with the Zoning Exhibit attached hereto as Exhibit"B"; (vii) Construct improvements to the front building façade of the existing facility facing Cooper Drive consistent with the Elevation Plan attached hereto as Exhibit "C"; and (viii) Add four(4) additional jobs at the facility within twelve (12)months following the issuance of the Certificate of Occupancy to qualify for the Additional Incentive. Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 2 2988979v1 4. Term of the Economic Assistance. Notwithstanding anything to the contrary herein contained,this Agreement shall be null and void if the Company fails to meet the criteria to qualify for Economic Assistance described in paragraph 3 above (as further defined in paragraph 6), or in the event of the following (collectively a"Default"): (a) Any event of bankruptcy incurred by Company. (b) The conveyance by Company of its interest in the Property and Improvements without the express written consent of the WEDC prior to the expiration of three (3)years from the date of the issuance of the CO. (c) The non-payment of property taxes prior to the delinquency date imposed by the City of Wylie, Wylie Independent School District, Collin County Community College, and Collin County in a timely manner. 5. Payment of Economic Assistance. Subject to the terms and conditions of this Agreement, the WEDC must mark Seller Note "paid in full", and release the Deed of Trust lien, upon Company satisfying the criteria to qualify for Economic Assistance described in paragraph 3 above, except as provided in the last sentence of Section 6 below. The payment of the Additional Incentive shall be made as provided above. 6. Event of Default by Company. In the event of a Default by Company,WEDC may declare Company in Default of the Agreement in which event WEDC must provide Company with written notice of the particular Default. Company shall have thirty (30) days from the written notice to cure the said Default. In the event, Company fails to cure the Default within such thirty (30) days, except as provided in paragraph 3(b)herein, the Agreement shall become null and void with all future Economic Incentive payments and future forgiveness associated with the Seller Note suspended. The WEDC will not however pursue repayment of any previous Economic Incentive payments and any past forgiveness associated with the Seller Note. 7. Miscellaneous. (a) This Agreement may not be assigned by Company without the prior written consent of the WEDC, which consent shall be within the sole discretion of the WEDC. (b) This Agreement contains the entire Agreement of the parties with respect to the matters contained herein and may not be modified or terminated except upon the provisions hereof or by mutual written agreement of the parties hereto. (c) The Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County, Texas. (d) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 3 2988979v1 (e) The individuals executing this Agreement on behalf of the respective parties below represent to each other and to the others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date thereof (f) This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. (g) Any notice provided for under the terms of this Agreement by either party to the other shall be in writing and may be effected by registered or certified mail, return receipt requested. Notice to the WEDC shall be sufficient if made or addressed to the President, Wylie Economic Development Corporation, 250 State Highway 78 South, Wylie, Texas 75098. Notice to Company shall be sufficient if made or addressed to , until the issuance of the CO and thereafter to the address assigned to the Property. Each party may change the address to which notice may be sent to that party by giving notice of such change to the other parties in accordance with the provisions of this Agreement. (h) This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. (i) In case any one or more of the provisions contained in this Agreement shall for any reason be held to be valid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as is such invalid, illegal or unenforceable provision had never been contained herein. (j) Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had an opportunity to confer with its counsel. (k) Time is of the essence in the Agreement. (1) Force Majeure: The time by which the CO is to be received under the terms hereof will be extended for a reasonable time to the extent that any hindrance occurs to the completion of the Improvements due to events beyond the control of the Company, and all other dates of the Agreement shall be adjusted accordingly. Such hindrances include, but shall not be limited to epidemics, mobilization, war, revolution, act of God, natural catastrophes, and governmental delays; however, such governmental delays shall not be caused by the Company's failure to timely submit and process its development applications for the Project. Company shall be entitled to terminate the Agreement in its sole discretion if its performance of the Agreement is impeded for more than six months by reason of any Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 4 2988979v1 of the circumstances covered by this provision. Termination shall be given by written notice at least two weeks in advance. In the event Company terminates this Agreement under this provision, this Agreement shall become null and void with all future Economic Incentive payments and future forgiveness associated with the Seller Note. WEDC shall not pursue repayment of any previous Economic Incentive payments or any past forgiveness associated with the Seller Note. Company shall be entitled to all insurance proceeds, if any, received from any insurance policy procured by Company, including but not limited to builder's risk insurance. (m) The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. (n) For the purposes of this Agreement, a "Full-Time Employee" is defined as an employee hired as a full-time employee under the Company's policies then in effect, who normally is scheduled to work 40 hours per week [which shall include business travel and irregular offsite work commitments such as training, vacations sick leave lay-offs and personal leave], and who are eligible for Company benefits currently offered to similarly situated full-time hourly rated employees of Company who are employed exclusively and on-site at the Company's principal place of business in Wylie, Texas. [SIGNATURE PAGE FOLLOWS] Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 5 2988979v1 IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective on the latest date as reflected by the signatures below. WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas Corporation By: Demond Dawkins, President Date of Execution: LUV-ROS HOLDINGS, LLC, a Texas Limited Liability Company By: Daniel S. Ross Title: Date of Execution: Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 6 2988979v1 Exhibit "A" Property Description Being a tract of land situated in the S.B. Shelby Survey, Abstract No. 820, in the City of Wylie, Collin County, Texas, and being a part of Lot 16,Block A of Wylie Industrial Park, an addition to the City of Wylie, Texas, according to the plat thereof recorded in Volume 8, Page 55 of the Map Records of Collin County,Texas(MRCCT),and refiled in Volume A,Page 77 MRCCT,and being more particularly described as follows: Beginning at a cut"x" set in the north line of Cooper Drive(50 foot right-of-way), at the southeast corner of said Lot 16, same being the southwest corner of Lot 15 of said Wylie Industrial Park; Thence N 87°44'40"W, along the north line of said Cooper Drive, 5.60 feet to a cut"x" set at the point of curvature of a circular curve to the left having a radius of 160.99 feet; Thence southwesterly, along the north line of said Cooper Drive and along said curve to the left, through a central angle of 22°38'06", an arc distance of 63.60 feet and having a chord which bears S 80°56'17" W, 63.19 feet to a cut "x" set at the southwest corner of said Lot 16, same being the southeast corner of Lot 17 of said Wylie Industrial Park; Thence N 24°10'00"W, departing the north line of said Cooper Drive, along the west line of said Lot 16 and east line of said Lot 17, at 131.38 feet passing the southeast corner of a tract of land as described in deed to The Kansas City Southern Railway Company,recorded in Volume 4386,Page 2977 in the Deed Records of Collin County, Texas (DRCCT), in all a distance of 151.05 feet to a 5/8-inch iron rod set with plastic cap stamped"Span Surveys", and lying in a non-tangent circular curve to the right having a radius of 538.01 feet; Thence northeasterly, departing the west line of said Lot 16 and east line of said Lot 17, along said curve to the right,at all times remaining 25.00 feet southeast of and parallel to a spur track,through a central angle of 13°16'38", an arc distance of 124.67 feet and having a chord which bears N 66°30'18" E, 124.39 feet to a 5/8-inch iron rod set with plastic cap stamped "Span Surveys" in the south line of the St. Louis and Southwest Railroad; Thence N 86°56'30" E, along the south line of said St. Louis and Southwest Railroad, 22.83 feet to a 5/8-inch iron rod set with plastic cap stamped"Span Surveys" at the northeast corner of said Lot 16 and northwest corner of said Lot 15, same being the northwest corner of a tract of land as described in deed to The Kansas City Southern Railway Company,recorded in Volume 4478,Page 2225 DRCCT; Thence S 02°15'20" W, departing the south line of said St. Louis and Southwest Railroad, along the east line of said Lot 16 and the west line of said Lot 15, at 17.95 feet passing the southwest corner of said Kansas City Southern Railway Company tract, in all a distance of 173.03 feet to the Point of Beginning and containing 0.406 acre of land. Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 7 2988979v1 Exhibit"B" Zoning Exhibit (Parking) ,,w., sh,wW ,/� „�".w.r.. e.. % 4k"I^'w _ f- � _ /- 7y 1% 7--- " ZONING EXHIBIT ��:".w.�: — .ar sa,eu anti rank KEN KM. om1 fa: coov i El �R oav ego,.... a• � ...cue O, 1 Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 8 2988979v1 Exhibit "C" Elevation Plan (Facade) At4'- I -.., .. MIIIIII 11.1i -1?' '1:1'J street elevation ,...„.w.:.,--. - scale 3/32"-1 ...,, from South on Cooper Drive from East on Cooper Drive t:p:D4 • -, ___ _ — ELEVATION EXHIBIT PD REQUEST-703 COOPER DRIVE ELEVATIONS Wylie,Texas detail perspective Dan Ross Owner-Ken Ross,Inc • A0.1 Performance Agreement Between Wylie Economic Development Corporation and LUV-ROS HOLDINGS, LLC —Page 9 2988979v1 WYLIE9 TX ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development Board AGENDA REPORT Meeting Date: September 16, 2020 Item Number: 2 Department: WEDC (Staff Use Only) Prepared By: Jason Greiner Account Code: Date Prepared: 9/14/20 Exhibits: Subject Consider and act upon a Performance Agreement between the WEDC and GDA Investments, LLC. —Series 53. Recommendation Tabled from 8-19-20 No recommendation at this time. Discussion WEDC staff will provide an update during the meeting. Page 1 of 1 WYLIE TX ECONOMIC DEVELOPMENT CORPORATION Wylie Economic Development Board AGENDA REPORT Meeting Date: September 16,2020 Item Number: 3 Department: WEDC (Staff Use Only) Prepared By: Jason Greiner Account Code: Date Prepared: 9/14/20 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, Downtown Parking, and provide an overall review of issues surrounding WEDC Activities and Programs. Page 1 of 1 WYLIE5, TX ECONOMIC DEVELOPMENT CORPORATION 2020 September Board Meeting—16tn 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 23 SALES TAX TRAINING—Virtual (Q&A) 27 City Council 27-30 TEDC Basic—Virtual—MW, RH 2020 November Board Meeting- 17th Day Time Meeting/Event 5-6 _ IEDC BRE Class Virtual -AW 9-12 TDA Annual Conference—Virtual—RO,JG 12 NTCAR in Dallas 13 SALES TAX TRAINING—Houston Virtual (Receive the Files) ??? SALES TAX TRAINING—Virtual (Q&A) 17 City Council (NOTE: Mtg date was changed from 11/10) CLOSED hanksgiving Holiday Around the Corner... • TEDC Board Retreat-JG • Wylie Days • TEDC Legislative Conference