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11-09-2010 (WEDC) Minutes Minutes Wylie Economic Development Corporation Board of Directors Meeting Friday, November 9, 2010 — 6:30 A.M. Inwood National Bank— Conference Room 200 South Highway 78 — Wylie, Texas CALL TO ORDER Announce the presence of a Quorum Vice President Herzog called the meeting to order at 6:30 a.m. Board Members present were: John Yeager, Todd Wintters, and Chris Seely. WEDC staff present was Executive Director Sam Satterwhite and Administrative Assistant Gerry Harris. Ex-officio members Mayor Eric Hogue and City Manager Mindy Manson were present. Also present was Assistant City Manager Jeff Butters who arrived at 6:37 a.m. Mayor Hogue departed at 7:16 a.m. CITIZEN PARTICIPATION There being no citizen participation, Vice President Herzog proceeded to Action Items. ACTION ITEMS ITEM NO. 1 — Consider and act upon approval of the October 22, 2010 Minutes of the WEDC Board of Directors Meeting. MOTION: A motion was made by Todd Wintters and seconded by John Yeager to approve the October 22, 2010 Minutes of the WEDC Board of Directors Meeting. The WEDC Board voted 4 — FOR and 0 — AGAINST in favor of the motion. ITEM NO. 2 — Consider and act upon approval of a Resolution authorizing the Wylie Economic Development Corporation to enter into a Loan Agreement with American National Bank in an amount not to exceed $5,000,000, further authorizing Vice President Herzog to execute all documentation necessary to effectuate the Loan Agreement. While the loan documentation is not complete between the WEDC and ANB for the Project 95k construction loan, staff reported that a Resolution authorizing the project and funding will be required by ANB prior to execution of the Loan Ageement. Being that the Gross Maximum Price is currently being refined by Hill & Wilkinson along with finalizing the down payment to be funded by the 95k equity partner; staff recommended a loan amount not to exceed $5 million even though the actual amount should be $4.8 million. The additional $200,000 was requested to provide flexibility. WEDC —Minutes November 9, 2010 Page 2 of 4 Staff was asked to address any extra money issues in the Lease Agreement. Staff was also directed to change the signature line to reflect Vice President Herzog as the signee in addition to correcting two typographical errors. MOTION: A motion was made by Chris Seely and seconded by Todd Wintters approving Resolution No. 2010-1(R) authorizing the WEDC to enter into a Loan Agreement with American National Bank in an amount not to exceed $5,000,000, further authorizing Vice President Herzog to execute said Loan Agreement as amended. The WEDC Board voted 4 * FOR and 0 — AGAINST in favor of the motion. ITEM NO. 3 — Consider and act upon issues surrounding a Construction Escrow Agreement between the WEDC and SAF-Holland USA, Inc. Staff provided a Construction Escrow Agreement between the WEDC and SAF-Holland USA, Inc. formalizing the WEDC's commitment to relocate improvements situated upon the 1.33 acres being purchased by the WEDC from Holland, The escrowed $50,500 will fund the removal of 775 linear feet (LF) of existing chain link fence and install 621 LF of chain link fence on the new property line. As well, 9,538 square feet of existing concrete will be removed with 11,770 square feet of paving added on Holland property. The WEDC will have 120 days to complete the improvements. Hill & Wilkinson will be bidding the improvements as an add-on to the bids for the 96,000 square foot industrial facility being constructed on WEDC property. Hill & Wilkinson and those contractors bidding on the job are aware that these improvements will be paid from a separate funding source. MOTION: A motion was made by Todd Wintters and seconded by John Yeager to approve the Construction Escrow Agreement between the WEDC and SAF- Holland USA, Inc. The WEDC Board voted 4 —FOR and 0 — AGAINST in favor of the motion. ITEM NO. 4 — Consider and act upon approval of AIA Document 141 (Standard Form of Agreement) and all applicable exhibits between the Wylie Economic Development Corporation and Hill & Wilkinson, Ltd. Staff presented for review the ALA Document 141 (Standard Form of Agreement) along with Exhibits A, B, and C. WEDC Counsel Bob Roeder developed the document with input from staff and Hill & Wilkinson's attorney. This AIA details each entity's responsibilities throughout and following the construction process in addition to fees charged by Hill & Wilkinson. Board member Yeager directed staff to ensure that the WEDC will be listed as additionally insured within the applicable policies to be provided. Staff recommended that the WEDC Board of Directors approve AIA Document 141 and all applicable exhibits and further authorize President Fuller to execute the same. WEDC — Minutes November 9, 2010 Page 3 of 3 MOTION: A motion was made by John Yeager and seconded by Chris Seely approving AIA Document 141 and all applicable exhibits between the WEDC and Hill & Wilkinson, Ltd. further authorizing President Fuller to execute the same. The WEDC Board voted 4— FOR and 0—AGAINST in favor of the motion. EXECUTIVE SESSION The WEDC Board Recess into Closed Session at 6:53 a.m. in compliance with Section 551.001, et,seq. Texas Government Code, to wit: Section 551.087 (Economic Development Negotiations) of the Local Government Code, Vernon's Texas Code Annotated (Open Meetings Act). • Deliberate commercial or financial information that the WEDC has received from a business prospect and deliberate the offering of incentives to a business prospect (Project 95k). • Deliberate a Performance Agreement between the WEDC and Project 95k. • Deliberate a Commercial Lease Agreement between the WEDC and Project 95k. RECONVENE INTO OPEN MEETING The WEDC Board of Directors reconvened into open session at 7:39 a.m. ADJOURNMENT With no further business, Vice President Herzog adjourned the WEDC Board meeting at 7:39 a.m. °Marvin Fuller;President t ) Pet-7151 ToELKT ATTEST: Samuel D.R. Satterwhite Executive Director