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09-22-2015 (City Council) Agenda Packet /1/11 Wylie City Council CITY OF WYLIE NOTICE OF MEETING Regular Meeting Agenda September 22, 2015 — 6:00 pm Wylie Municipal Complex Council Chambers/Council Conference Room 300 Country Club Road, Building #100 Eric Hogue Mayor Keith Stephens Mayor Pro Tern Diane Culver Place 2 Todd Wintters Place 3 Candy Arrington Place 4 William Whitney Ill Place 5 David Dahl Place 6 Mindy Manson City Manager Richard Abernathy City Attorney Carole Ehrlich City Secretary 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. As a courtesy, the entire Agenda Packet has also been posted on the City of Wylie website: www.wylietexas.gov. The Mayor and City Council request that all cell phones and pagers be turned off or set to vibrate. Members of the audience are requested to step outside the Council Chambers to respond to a page or to conduct a phone conversation. The Wylie Municipal Complex is wheelchair accessible. Sign interpretation or other special assistance for disabled attendees must be requested 48 hours in advance by contacting the City Secretary's Office at 972.516.6020. Hearing impaired devices are available from the City Secretary prior to each meeting. CALL TO ORDER Announce the presence of a Quorum INVOCATION & PLEDGE OF ALLEGIANCE PRESENTATIONS • Proclamation declaring October 4-10, 2015 as Fire Prevention Week in the City of Wylie. (B. Parker, Fire Chief) September 22,2015 Wylie City Council Regular Meeting Agenda Page 2 of 5 CITIZENS COMMENTS ON NON-AGENDA ITEMS Residents may address Council regarding an item that is not listed on the Agenda. Residents must fill out a non- agenda form prior to the meeting in order to speak. Council requests that comments be limited to three(3) minutes. In addition, Council 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 City Council 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 Minutes of September 8, 2015 Regular Meeting of the Wylie City Council. (C. Ehrlich, City Secretary) B. Consider, and act upon approval of a Final Plat for Dallas Agility Working Group, creating one single lot on 1.1194 acres, generally located in the City of Wylie ETJ at 1725 E Stone Road, north of East Stone Road. (R. 011ie, Development Services Director) C. Consider, and act upon, approval of a Preliminary Plat for LaQuinta Addition, creating three lots on 10.31 acres, generally located on the southwest corner of FM544 and Sanden Road. (R. 011ie, Development Services Director) D. Consider, and act upon, Resolution 2015-19(R) approving the current Investment Policy as required by the Texas Government Code, Chapter 2256, Public Funds Investment Act, Subchapter A — Authorized Investments for Governmental Entities (L. Bantz, Finance Director) E. Consider, and act upon, approving the Financial Management Policies.(L. Bantz, Finance Director) F. Consider, and place on file, the City of Wylie Monthly Investment Report for August 31, 2015. (L. Bantz, Finance Director) G. Consider, and place on file, the City of Wylie Monthly Revenue and Expenditure Report for August 31,2015. (L. Bantz, Finance Director) H. Consider, and act upon, Resolution No. 2015-20(R) of the City Council of the City of Wylie, Texas, approving an annual Interlocal Agreement with renewals between the City of Wylie and Collin County for GIS Services in an estimated annual amount of $15,000; and authorizing the City Manager to execute any necessary documents. (G. Hayes, Purchasing) REGULAR AGENDA 1. Hold a Public Hearing and consider, and act upon a change in zoning from Commercial Corridor (CC) to Planned Development — Light Industrial District (PD-LI) to allow Light industrial uses; on approximately 2 acres generally located west of Commerce Street and south of Business Way (710 Business Way). ZC 2015-10 (R. 011ie, Development Services Director) September 22,2015 Wylie City Council Regular Meeting Agenda Page 3 of 5 Executive Summary The applicant is requesting to amend the zoning on approximately 2 acres of commercially zoned land to allow limited light industrial uses and to establish guidelines for such development. The guidelines as described in Exhibit B outline the conditions and uses of the proposed ordinance. 2. Consider, and act upon, a screening wail on the north side of Stone Rd, east of Akin Rd. (C. Holsted, City Engineer) Executive Summary A living screen existed south of the alley along Candlewood Court prior to the Stone Road reconstruction. The screening was removed due to utility relocations, roadway construction, and sidewalk construction. Residents adjacent to the alley have requested that a screen wall be constructed in this area. 3. Consider, and act upon, Resolution No. 2015-21(R) authorizing and approving WEDC Resolution 2015-02 (R) adopted by the Board of Directors of the Wylie Economic Development Corporation authorizing one or more loans in the aggregate amount of $1,685,000 from The American National Bank of Texas and pledging the Vz cent sales tax for economic development as collateral to secure the repayment of said loan(s). (S. Satterwhite, WEDC Director) Executive Summary The WEDC Board of Directors will be meeting to consider approval of the attached Resolution on September 21, 2015 which authorizes the borrowing of$1,685,000 from The American National Bank of Texas and the pledging of the WEDC 'h cent sales tax for economic development as collateral for the repayment of the same. The loan proceeds will be used to fund the purchase of two properties in Wylie with the first property located at 398 Highway 78 and the second property at 710 Business Way. 4. Accept, and place on file, a Performance Agreement between the Wylie Economic Development Corporation and Mann Made,Inc.—II. (S. Satterwhite, WEDC Director) Executive Summary Attached for the Council's review is a Performance Agreement between Maim Made, Inc. and the Wylie Economic Development Corporation(WEDC). As an inducement to sell to the WEDC property owned by Joe & Barbara Edge located at 398 Highway 78, the WEDC will be conveying real property and improvements located at 710 Business Way, Wylie, Texas to Mann Made, Inc. — II, making certain modifications to said property so that Maim Made may continue to operate its miniature extrusion business, and fund expenses necessary for Mann Made to relocate all personal property from its current Highway 78 location to the aforementioned property on Business Way. It has been estimated that the modification to 710 Business Way will be$549,450 and the relocation expenses$171,000. 5. Accept, and place on file, a Real Estate Sales Contract between Joe H. Edge & Barbara J. Edge and the Wylie Economic Development Corporation. (S. Satterwhite, WEDC Director) Executive Summary Attached for the Council's review is a Real Estate Sales Contract between Joe H. Edge & Barbara J. Edge (Edge) and the Wylie Economic Development Corporation (WEDC). The contract calls for Edge to sell 1.23 acres of land to the WEDC for$750,000. WEDC staff anticipates that the Contract will be executed on September 21,2015 with a closing date no later than October 9,2015. 6. Accept, and place on file, a Commercial Contract of Sale between TD Linduff Real Estate LP and the Wylie Economic Development Corporation. (S. Satterwhite, WEDC Director) September 22,2015 Wylie City Council Regular Meeting Agenda Page 4 of 5 Executive Summary Attached for the Council's review is a Commercial Contract of Sale between TD Linduff Real Estate LP and the Wylie Economic Development Corporation (WEDC). The Contract calls for the WEDC to purchase±2.107 acres from TD Linduff for$950,000. The WEDC anticipates executing Loan Document with The American National Bank of Texas to finance the purchase on September 23rd and close on the Contract no later than October 9, 2015. The Linduff purchase will be made simultaneously along with the Sale of the Edge tract on Highway 78 to the WEDC. 7. Accept and place on file a Real Estate Sales Contract between the Wylie Economic Development Corporation and Joe H. Edge & Barbara J. Edge. (S. Satterwhite, WEDC Director) Executive Summary Attached for the Council's review is a Real Estate Sales Contract between the Wylie Economic Development Corporation(WEDC)and Joe H.Edge and Barbara J.Edge. Following closing on the Linduff property,the WEDC will convey the Linduff Property to Joe&Barbara Edge who will in turn lease the real estate to Maim Made,Inc.—II. There will be no direct cost to the Edge's other than those commitments identified within the Performance Agreement. All Contracts/Agreements with Edge,Maim Made,and Linduff will be executed simultaneously. READING OF ORDINANCES Title and caption approved by Council as required by Wylie City Charter,Article III, Section 13-D. EXECUTIVE SESSION Recess into Closed Session in compliance with Section 551.001, et seq. Texas Government Code, to wit: Sec. 551.071. CONSULTATION WITH ATTORNEY; CLOSED MEETING. A governmental body may not conduct a private consultation with its attorney except: (1) when the governmental body seeks the advice of its attorney about: (A) pending or contemplated litigation; or (B) a settlement offer; or (2) on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with this chapter. • City of Wylie vs. Parker Country Club, LP, Cause No. 003-02341-2014 pending in Collin County Court at Law No.3. RECONVENE INTO OPEN SESSION Take any action as a result from Executive Session. September 22,2015 Wylie City Council Regular Meeting Agenda Page 5 of 5 ADJOURNMENT If during the course of the meeting covered by this notice,the City Council should determine that a closed or executive meeting or session of the City Council 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 City Council at the date,hour and place given in this notice as the City Council may conveniently meet in such closed or executive meeting or session or consult with the attorney for the City concerning any and all subjects and for any and all purposes permitted by the Act,including,but not limited to,the following sanctions and purposes: CERTIFICATION I certify that this Notice of Meeting was posted on September 18, 2015 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. Carole Ehrlich,City Secretary Date Notice Removed Mit Wylie City Council CITY OF WYLIE Minutes City Council Meeting Tuesday, September 8, 2015— 6:00 p.m. Wylie Municipal Complex — Council Chambers 300 Country Club Road, Bldg. 100 Wylie, TX 75098 CALL TO ORDER Announce the presence of a Quorum. Mayor Eric Hogue called the meeting to order at 6:00 p.m. City Secretary Ehrlich took roll call with the following City Council members present: Mayor Eric Hogue, Mayor pro tem Keith Stephens, Councilwoman Candy Arrington, Councilman Todd Wintters, Councilwoman Diane Culver, Councilman William Whitney III, and Councilman David Dahl. Staff present were: City Manager, Mindy Manson; Assistant City Manager, Jeff Butters; Fire Chief, Brent Parker; Development Services Director, Renae 011ie; City Engineer, Chris Hoisted; Police Chief, Anthony Henderson; Finance Director, Linda Bantz; City Secretary, Carole Ehrlich; Public Information Officer, Craig Kelly; and various support staff. INVOCATION & PLEDGE OF ALLEGIANCE Wylie Police Chaplain Dan Rainey gave the invocation and Boy Scout Troop 78 presented the colors and led the Pledge of Allegiance. PRESENTATIONS • Promotion Badge Pinning and Oath of Office for Anthony Henderson as Chief of Police (J. Butters, Asst. City Manager) Mayor Hogue and City Manager Mindy Manson presented the new Wylie Police Chief, Anthony Henderson. Judge Terry Douglas administered the Oath of Office and Henderson's wife, Melody, pinned the new Chief of Police. Henderson's family members were also in attendance. • Presentation by the NCTCOG of the 2015 CLIDE Award (Celebrating Leadership in Development Excellence—Special Development Category) to the City of Wylie for the Wylie Municipal Complex. (M. Sferra, Community Services Director) Minutes September 8, 2015 Wylie City Council Page 1 Edith Marvin, P.E. and Director of Environment and Development for the North Central Texas Council of Governments, presented the CLIDE Award to the City of Wylie for the exceptional LEED and water conservation efforts and overall construction of City Hall, the Wylie Recreation Center, Smith Public Library, and surrounding park/trail areas of the Wylie Municipal Complex. • Proclamation of September 2015 as Blood Cancer Awareness Month -North Texas Chapter of the Leukemia and Lymphoma Society. (E. Hogue, Mayor) Mayor Hogue read a proclamation declaring September 2015 as Blood Cancer Awareness Month. A member of the North Texas Chapter of the Leukemia and Lymphoma Society was present to accept the proclamation. CITIZENS COMMENTS ON NON-AGENDA ITEMS Residents may address Council regarding an item that is not listed on the Agenda. Residents must fill out a non- agenda form prior to the meeting in order to speak. Council requests that comments be limited to three(3) minutes. In addition, Council is not allowed to converse, deliberate or take action on any matter presented during citizen participation. There were no citizens present wishing to address Council during Citizens Comments. CONSENT AGENDA All matters listed under the Consent Agenda are considered to be routine by the City Council 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 Minutes of August 25, 2015 Regular Meeting and September 1, 2015 Special Called Meeting of the Wylie City Council. (C. Ehrlich, City Secretary) B. Consider, and act upon, Ordinance No. 2015-28, amending the zoning from Agricultural (A/30) to Planned Development-Single-Family (PD-SF), for single-family residential development on approximately 20 acres, located north of Alanis Drive and west of S. Ballard Ave. ZC 2015-07. (R. 011ie, Development Services Director) C. Consider, and act upon, Ordinance No. 2015-29, a change in zoning from Agricultural-30 (AG/30) to Planned Development-Single-Family (PD-SF), to allow for residential uses of varied densities on approximately 45 acres, generally located west of E. Stone Road and approximately 2,100 feet south of Brown Street. ZC 2015-08. (R. 011ie, Development Services Director) D. Consider, and act upon, accepting a donation from Hole in One Plumbing, Inc.for a football scoreboard,to be installed on Field 3 at Founders Park. (S. Rodgers, Parks Manager) Councilman Dahl requested Item D be removed from the Consent Agenda and be considered individually. Consensus of the Council was to remove Item D from the Consent Agenda. Minutes September 8, 2015 Wylie City Council Page 2 Council Action A motion was made by Councilman Wintters, seconded by Mayor pro tem Stephens to approve Consent Items A, B, and C as presented. A vote was taken and the motion passed 7-0. D. Consider, and act upon, accepting a donation from Hole in One Plumbing, Inc. for a football scoreboard,to be installed on Field 3 at Founders Park. (S. Rodgers, Parks Manager) Council Discussion Councilman Dahl addressed Council stating that he wanted to thank Hole in One Plumbing, Inc. for their generous donation of the scoreboard. Council Action A motion was made by Councilman Dahl, seconded by Councilman Whitney to approve Consent Item D as presented. A vote was taken and the motion passed 7-0. Mayor Hogue recessed City Council at 6:34 p.m. RECESS CITY COUNCIL CALL TO ORDER THE WYLIE PARKS & RECREATION FACILITIES DEVELOPMENT CORPORATION (4B) Mayor Hogue called the Wylie Parks & Recreation Facilities Development Corporation (4B) to order at 6:35 p.m. with the following members present: Board Chair, Eric Hogue; Board members Stephens, Culver, and Dahl; and Vice Chair, Dan Chesnut. Board member Jeff Harris was absent. 1. (4B) Consider, and act upon, approval of the Minutes from the September 09, 2014 Special Called Meeting of the Wylie Parks and Recreation Facilities Development Corporation (4B). (C. Ehrlich, City Secretary) Board Action A motion was made by board member Culver, seconded by board member Stephens to approve the minutes from the September 9, 2014 Special Called Meeting of the Wylie Parks and Recreation Facilities Development Corporation (4B). A vote was taken and the motion passed 6-0 with board member Jeff Harris absent. 2. (4B) Consider, and act upon, approval of the FY 2015-2016 4B Budget and authorize expenditures for the FY 2015-2016 Community Services Facilities Capital Improvement Plan. (L. Bantz, Finance Director) Minutes September 8, 2015 Wylie City Council Page 3 Staff Comments Finance Director Bantz addressed the 4B board stating that The Parks and Recreation Facilities Development Corporation was established in accordance with State law as a result of the January 15, 1994 election approving the 'h cent sales tax for parks and recreation projects. As set out in the Articles of Incorporation, the Board has the power to authorize the expenditure of sales tax receipts for projects approved by the City Council. Further, the Bylaws state that, "It shall be the duty and obligation of the Board to finance and implement the Community Services Facilities Capital Improvement Plan as adopted by the Wylie City Council." Board Action A motion was made by board member Dahl, seconded by Vice Chair Chesnut to approve the FY 2015-2016 4B Budget and authorize expenditures for the FY 2015-2016 Community Services Facilities Capital Improvement Plan. A vote was taken and the motion passed 6-0 with board member Jeff Harris absent. ADJOURN 4B BOARD With no further business before the 4B Board, Chair Hogue adjourned the 4B Board at 6:36 p.m. Consensus of the board was to adjourn. RECONVENE INTO OPEN SESSION OF THE WYLIE CITY COUNCIL Mayor Hogue reconvened the Wylie City Council meeting at 6:37 p.m. REGULAR AGENDA 1. Hold a Public Hearing and consider, and act upon, approval of a Re-plat for Trailsplace Addition, Block A, Lots 6-B & 6-C, to create two separate multi-family residential lots, located south of Trails Place and approximately 180 feet east of 2nd Street. (R. 011ie, Development Services Director) Staff Comments Development Services Director 011ie addressed Council stating that the applicant is requesting a residential re-plat to establish two residential lots of 0.046 and 0.210 acres. The lots are zoned Multi- Family (MF). Currently Lot 6B is two units of a triplex housing unit with Lot 6 being the third unit (not a part of this re-plat). Public Hearing Mayor Hogue opened the public hearing on Item #1 at 6:40 p.m. asking anyone present wishing to address Council to come forward. No citizens were present wishing to address the City Council. Minutes September 8, 2015 Wylie City Council Page 4 Mayor Hogue closed the public hearing at 6:41 p.m. Council Action A motion was made by Mayor pro tem Stephens, seconded by Councilman Wintters to approve a re-plat for Trailsplace Addition, Block A, Lots 6-B & 6-C to create two separate multi-family residential lots, located south of Trails Place and approximately 180 feet east of 2nd Street. A vote was taken and the motion passed 7-0. 2. Consider, and act upon, approving the property tax increase reflected in the budget. (L. Bantz, Finance Director) Executive Summary Finance Director Bantz addressed Council stating that the tax rate needed to fund the FY 2015-2016 budget is $0.868900 per $100 of assessed valuation. Although this tax rate represents a decrease of $0.01 (one cent) from the tax rate in FY 2014-2015, there will be an increase in tax revenue the City receives due to new property that was added to the tax roll and an increase in the total property assessed valuation. Section 26.05 of the Texas Property Tax Code requires the governing body to hold a separate vote to ratify this property tax increase that is reflected in the budget. Council Action A motion was made by Mayor pro tem Stephens, seconded by Councilman Wintters to approve the property tax increase reflected in the budget. A vote was taken and the motion passed 7-0 with Mayor Hogue, Mayor pro tem Stephens, Councilwoman Culver, Councilwoman Arrington, Councilman Wintters, Councilman Whitney, and Councilman Dahl voting for and none against. 3. Consider, and act upon, Ordinance No. 2015-30 adopting a budget and appropriating resources for Fiscal Year 2015-2016, beginning October 1, 2015, and ending September 30, 2016. (L. Bantz, Finance Director) Staff Comments Finance Director Bantz addressed Council stating that the tax rate being proposed for Fiscal Year 2015- 2016 is $0.8689 per $100 of assessed valuation. The summary of all operating and capital funds includes the budget for the Wylie Economic Development Corporation. Bantz noted the adoption of the FY 2015-2016 tax rate is presented as a separate agenda item. Council Action A motion was made by Mayor pro tem Stephens, seconded by Councilwoman Arrington to approve Ordinance No. 2015-30 adopting the budget and appropriating resources for Fiscal Year 2015-2016, beginning October 1, 2015, and ending September 30, 2016. A vote was taken and the motion passed 7-0 with Mayor Hogue, Mayor pro tem Stephens, Councilwoman Culver, Councilwoman Arrington, Councilman Wintters, Councilman Whitney, and Councilman Dahl voting for and none against. 4. Consider, and act upon, Ordinance No. 2015-31 fixing the tax rate/levy for Tax Year 2015 and Budget Year FY 2015-2016 at $0.86890 per $100 of assessed valuation. (L. Bantz, Finance Director) Minutes September 8, 2015 Wylie City Council Page 5 Staff Comments Finance Director Bantz addressed Council stating that the tax rate needed to fund the FY 2015-2016 budget is $0.86890 per $100 of assessed valuation. The tax rate is broken down with $0.611583 being used for operations and maintenance and $0.257317 being used to fund the General Debt Service Fund. This tax ordinance will generate levies of$17,864,669 for the General Fund and $7,516,368 for the I & S Fund. Bantz noted the adopted Fiscal Year 2015-2016 budget requires the support of this ordinance for funding. Council Action A motion was made by Mayor pro tem Stephens, seconded by Councilwoman Arrington to approve Ordinance No. 2015-31 fixing the tax rate/levy for Tax Year 2015 and Budget Year FY 2015-2016 at $0.86890 per $100 of assessed valuation. I move that the property tax rate be increased by the adoption of a tax rate of $0.868900, which is effectively a 0.93% increase in the tax rate. A vote was taken and the motion passed 7-0 with Mayor Hogue, Mayor pro tem Stephens, Councilwoman Culver, Councilwoman Arrington, Councilman Wintters, Councilman Whitney, and Councilman Dahl voting for and none against. 5. Consider, and act upon, approval of Ordinance No. 2015-32 amending Subsection B (Water Rates) and Subsection C (Sewage Collection and Treatment Rates) of Section 1 (Water and Sewer Fees) of the Wylie Comprehensive Fee Schedule. (C. Holsted, City Engineer) Staff Comments City Engineer Holsted addressed Council stating that on August 27, 2013 Council held a work session to discuss the water and sewer rate study prepared by McLain Decision Support Systems. Financing Scenario 2 was selected which includes a small annual increase in the rates. The study incorporated the water and sewer capital improvements plan (CIP), outstanding debt service, the proposed wholesale water rate increases from the North Texas Municipal Water District, the transfer to the general fund, and the expansion of the Public Works Service Center. Holsted noted the 2015/2016 budget reflects the increase recommended. Holsted explained that in the new study it is anticipated that water rate increases may be even higher due to water conservation by citizens over the past drought and the payments by cities for water to NTMWD. City Manager Manson explained that different cities increase or pass on water rates increases differently with some absorbing the increases by NTMWD for a time. The difficulty with doing that is when they do make their water rate increases they are raising them significantly. Councilwoman Arrington asked what the increase was. Holsted explained it was a 4% increase due to the study and a 5% pass-through increase from North Texas Municipal Water District fees to the City. Arrington asked what the normal citizen would see in the way of an increase on their water bill. Holsted reported for a billing of$30 for water usage, the citizen would see approximately$1.50 increase. Council Action A motion was made by Councilman Wintters, seconded by Councilman Dahl to amend Subsection B (Water Rates) and Subsection C (Sewage Collection and Treatment Rates) of Section 1 (Water and Sewer Fees) of the Wylie Comprehensive Fee Schedule. A vote was taken and the motion passed 7-0. Minutes September 8, 2015 Wylie City Council Page 6 READING OF ORDINANCES Title and caption approved by Council as required by Wylie City Charter,Article III, Section 13-D. City Secretary Ehrlich read the captions to Ordinance No.'s 2015-28, 2015-29, 2015-30, 2015- 31, and 2015-32 into the official record. WORK SESSION • Discuss the Park Boulevard and Forrest Ross intersection alignment options. (C. Holsted, City Engineer) City Engineer Holsted addressed Council stating that staff wished to get input from Council regarding the intersection alignment options for the future Park Boulevard extension and the Forrest Ross intersection. Staff met on August 28th with Collin County, Halff Associates, the NTMWD, and the USACOE to discuss the alignment options and receive comments. Holsted reviewed the options below and asked for direction from Council. FR1 — Provides for a consolidated park space in accordance with City of Wylie conceptual park documents. Creates good intersection geometry and increases contiguous NTMWD property. FR2 — (Least expensive option) Maintains existing Forrest Ross alignment; however, the skew at the intersection is not desirable. The Trinity Trailhead Corral entrance must be moved directly off Park Blvd. FR3 — Requires realignment of the Park entrance road. The Trinity Trailhead Corral entrance must be moved to directly off Park Blvd. FR4 — (Most costly option) Forrest Ross would separate USACOE property form the City owned property. Direction from Council was to further research FR1 that possibly includes an entrance to Eastfork City Park with signage. RECONVENE INTO REGULAR SESSION Mayor Hogue reconvened into Regular Session at 7:18 p.m. ADJOURNMENT A motion was made by Councilman Whitney, seconded by Councilman Dahl to adjourn the meeting at 7:20 p.m. A vote was taken and the motion passed 7-0. Minutes September 8, 2015 Wylie City Council Page 7 Eric Hogue, Mayor ATTEST: Carole Ehrlich, City Secretary Minutes September 8, 2015 Wylie City Council Page 8 of Wylie City Council AGENDA REPORT �y' rei Y"Y,MY Iea..W°�.wlb September September 22, 2015 Item Number: B Department: Planning (City Secretary's Use Only) Prepared By: Renae' 011ie Account Code: Date Prepared: September 14, 2015 Budgeted Amount: Exhibits: 1 Subject Consider, and act upon, approval of a Final Plat for Dallas Agility Working Group, creating one single lot on 1.1194 acres, generally located in the City of Wylie ETJ at 1725 E Stone Road, north of East Stone Road. Recommendation Motion to approve a Final Plat for Dallas Agility Working Group, creating one single lot on 1.1194 acres, generally located in the City of Wylie ETJ at 1725 E Stone Road, north of East Stone Road. Discussion OWNER: Dallas Agility Working Group APPLICANT: Herbert Blasé The property currently totals 1.3757 acres and will create one commercial lot of 1.1194 acres. The applicant has plans to develop a dog training park on the property. The subject property is part of the City of Wylie's Extra-Territorial Jurisdiction (ETJ) and is subject to our subdivision regulations. The City Engineer has requested a 50' Right-of-Way dedication, shown on this plat, for the future expansion of Stone Road. The plat is technically correct and abides by all aspects of the City of Wylie Subdivision Regulations. P&Z Commission Discussion The Commission recommends approval 4-0 subject to additions and/or alterations to the engineering plans as required by the Engineering Department. (Rev 01/2014) Page 1 of 1 01 0 1 f2 ro g a Legal ta �a� Agility Waning OtiaP Inc isathe comer of a l.37s acre tract of la.as situated In the a PIMA SURVEY x u CountyABSTRACT NO. in Colin Clerk N exFil sa.p being al that cx.in010,100700109,70 emct of land as conveyed.Dallas..9ay Working 9, Group ribed by es embouabses.h s,f the Real Properly Records of Can County. oaaa,ET a I ® e" and on'eyedto`Pa ickShipleyasrecorded CALLED 20 ACRES CENTRAL cords oleo..County, eofa TEXAS NORTH C to Pamela L.Schrader as recorded In N Clerk Fle Ho. CROSS TIE JAMES E. AND ROSAMOND B. CROSS zoNE zaz A DHDtza=Ag �raNar.DEdegrees FENCE coRNER eEnRs , CCF.#19960424000332150 Rocords of Colin County,Texas:from which a 1/2.Iron rod found for,aitness E z Ta sm sle near a fence corner post " NO2'1432'E 1.6' R,P,R,C,C,T, THENCE South ns degrees as minutes tU se the center of East Stone and the Sou.line LOCATION HAP — Della.eglllty tract and the Noah Inc of sold Schrader tract a.wnh the North pie or dedication"f Country Road W NOT TO SCALE PFG Collin County as recorded In Volume.Pogo ss of the Map Records or Collin county.Texas a d'slance or 20 40 60 IN HACKRERRY,.d N 88'56'00"E 213.43' oapointfor rnermr the Southwest corner of said LuttrelHram and being atthe Southeast cornerofaalled ��— —� TREE 3/4'IRPF grkna conveyeam nne.y n.l3emcn.zaa reco.sn in vdume sage.l=age sass gt Inc Real Pmgady � SCALE I=20 WITH /2'IRF INSIDE OF PIPE seconds East,a'dlsmne of28.ao footwnlcn a3'e°Iron rga rognd mrwttnass beaw Nor.02tlegraes to minus 32 w 1 ta440ttr1Rn,,,, DALLAS AGILITY WORKING GROUP INC. A minu2132 seconds East,iththe �ne of said Dallas Agility tract and the East line of said Barrientez tract near a wire fence a distance dart oefeet to'Rest point for corner lying in a Hachbeay tree from which a C.C.F.#20141007001097470 adistancogr,6gfeet: DEED RECORDED IN BOUM CLERIC FILEN,ovtu D.p,Dt D or nFl N ,AgsoTedg,20earntraddf..asconveedrodamesEa.RosamndB.Cosa„recorded in P.P,R,C,C,T, int for corner being at the Southwestaza oo33a;bD of the Re Property cords rCollincount,,Teas: COLLIN I.T,.TEN.E. _- m n Nt otr na us Ad a1c/t2 a" nt „ := g,A 1.3757 #rr_ theNortheaacornerfs, Agitytracta ' h,estcornerof said snip eyorant: PTHENCE South DO degrees nutes 22 seconds West with me East line of Dallas Agply..and the West line of of Shipley tract near a wiro a distanceor2Eaa3 feet.the POINT OF BEGINNING containing 59s25 square feet or LOT1 g cn CA t.3,nacresdla.ofwhich3,o26oro.,333awesDfla.IswithintheEDmneRoad, o o NOW.THEREFORE.KNOWN ALL MEN BY THESE PRESENTS: BLOCK A 48,761 Sq.Feet �0 0 o Ik. Iand do hereby reserve the easement d designating the herelnabove described h TIps shown on N e GROUPt for.mutual use accommodation t shown�I thereon. me.Any pubic utny sna.ade the riot to remove and keep removed all or part of Go N 1.1194 Acres ,� 1^', r�'., maintenance or efficiency of its respective nprovements or groMhs that in any way endanger or interfere with the construction, sonafo of these easement asegtermepnragaanfeetredmp raagngtalgimemave.me A P� �". pnl�3a,,n ow the permteaan granyone.nanras na andr me cIN gr ,II.Teas. ,IJ vna ppr ra olemall pldnn g t1of ants. yRNEss rtiv HAND,THISTHE N N P 0, IZ1 BY: 7D W due: Pw COUNTY OF CALLED 51439 ACRES N W RSTATE obEua anrmMgnan a,nnod8 allot.,y Pgblb:ln ana mrs.m nnanN ant..I g�u.do'=dn"nary MARY A. BARRIENTEZ ap area' kna:m.membetne regnr gee name VOLUME 5448, PAGE 6655 O �� subscribed.the foregoing Instrument and acknowledged to me that he executed.a same.rime purpose and consideration R.P.R.C.C.T. thereof expressed. UIVEN UNDER VT HAND AND SEAL OF OFFICE GO a CALLED 1.348 ACRES \ PATRICK SHIPLEY This day of 2015. S VOLUME 3907, PAGE 1192 Public In and fors or ma.. R.P.R.C.C.T. My Commission Expire. "Selling n portion oft.,addition by met. ds is a violation �P�P �maamg��a'fg'ppt�.n�"armm,,,,,,a SURVEYOR'S CERTIFICATE: atrt,b�Daf,b� rat,. dad P.' , y ,Ti..a. ,NA NENEYT E3EPRE3ENT3.NND. dlnrEna,t,getm„ THAT I,DAVIS WILLIAM FINNEY,a RegIstercd Professional Land Surveyor In the Stato of Tcy.s.do bard,certifythat Pefx I prepared this plat from an actual a.accurate survey of the la.a.that the cpmer momments shown thereon 10 W 222.37' • found ardor pipped under my personal super...Ion In awordonee P.the Platting Rules and Regulations of the n,of S 85°45 Rs TEMS ND H NENTRAE ,Ayle Planning a.Zoning Commission. E 222 37' T°"E`ozMayor.City of,...e.Texas Date °45'10" gS weha�natbere m a�andeha�baga or upon N 85 E z5T<dTDses 1.1 vdgPRELIMINARYament this vr,RS• PER'PHIS PLAT AY DEDICATION t, Cn 3/8"IRF I HT-OF.w` y N 0 an,. wrb,rnw_ otg aitA Rork r<t, 50 R1G Feet 4. 11,164 Sq. N N 0.2563 Acres w �^_ DDN�DFSTATE OF En3 0 S 85°45'10"W 224.20' PFc° tr.. athee2ewtmdgln42lhepatagsesaacnsid day peheroi forogoing n ap WIIIIn E a. .STONE ROAD POINT ❑F Davis is, yknatatao. to beeted.e same person whoso p p eaneco consideration p aedandlnme — PF° BEGINNING PZ - 5 CC - - 5 eePa G0000 WITNESS MY HAND at Texas:this y cots _ CALLED ].032 ACRES FINAL PLAT w �I PAMELA L. SCHRADER DALLAS AGILITY WORKING GROUP Notary Pubic and for the State ROAD DED7CAT]ON PER VOL. g,_PG. 56�_y___-- ADDITION Prat Pr _ C.C.F.#20120206000137430 --"— R.P.R.C.C.T. LOT i,BLOCK LOT 4 I 1.3757 ACRES IN THE CouNT Rv ROAn sr,.. UEDIV19oN LA PIRA SURVEY,ABSTRACT NO.58A s rude.., LOT 3 VOLUME S,PAGE 56 IN THE CITY OF RIM COL IN COUNTY,TEXAS M.R,.C.T. m node ten um fne cents ,P U.i im„0,,,tW.Mtn c,O x?sta _rsan a, [ntt f Wylie City Council AGENDA REPORT "N,Mk Ifa wlb September September 22, 2015 Item Number: C Department: Planning (City Secretary's Use Only) Prepared By: Renae' 011ie Account Code: Date Prepared: September 16,2015 Budgeted Amount: Exhibits: 1 Subject Consider, and act upon, approval of a Preliminary Plat for LaQuinta Addition, creating three lots on 10.31 acres, generally located on the southwest corner of FM544 and Sanden Road. Recommendation Motion to approve a Preliminary Plat for LaQuinta Addition, creating three lots on 10.31 acres, generally located on the southwest corner of FM544 and Sanden Road. Discussion OWNER: Dallas Agility Working Group APPLICANT: Herbert Blase APPLICANT: Kevin Patel for Triangle Engineering OWNER: Parker/Schultz Properties,LTD The property totals 10.31 acres and will create three lots. Lot 1 will contain a hotel use, Lot 3 is open space to be maintained by the property owner, and Lot 2 is the remaining acreage that may be further subdivided and used as permitted under PD 2012-03. The plat shall also dedicate the necessary rights-of-way, fire lanes, and utility easements. A Site Plan was approved by P&Z Commission on September 15, 2015. This Preliminary Plat complies with the applicable technical requirements of the City of Wylie and is recommended for approval subject to additions and/or alterations to the engineering plans as required by the Engineering Department. P&Z Commission Discussion The Commission recommends approval 5-0 subject to additions and/or alterations to the engineering plans as required by the Engineering Department. (Rev 01/2014) Page 1 of 1 .soss Pg.27 an[Cr roma o •.rAJTr a.,..POINT OF F` — /9�/ \6 � reEO PiSIJETJPFACE �MaoDs e, RNEID % 5 UVL r 573[� a LMZCHAEL MILLIRONS UTVEY A 663,/ S/NN NG /�` to Issu s DUXE STRICXLAND �r /,S'UAVEY / 0INT OF A-84/ / � \ �'�erE rrIjil sf oo o SCALEINFEET ao / / �.. n • / �/ "4 H> FM RO Lor Pu\mo°roN / e• / ▪ i a'%"'3 �/1 I �^/ R solo" V o�344 0 4 a / L �—;-¢Da I— v VICINITY MAP 5`e. p=A`A':� Ei d / 1 �/ �/ c T , ._ .�� , ,.n „Al b D , ssre0 / LEGEND / /�, / / / / /I/t^ </ ,°" �' v�/R� 1 gw II" DI[IFAIFEDDADE83"E'DE --- / d' / cl I I i rx4 _ 1,0 aCex,I .. ....AA. OD°0,55 0 n "/FIE / �"t I,° 1 /L1 i v. ° ° l moo / m�,, 4o 4. r, bw re \ m.. sAn.w� r°ate,a�/ Y�i: °x�o 1��.▪ /"��✓ I / i /� 1 4 R��a m �..a r Ap i l ;�1 1 q c / y9 II\ II sJ ' / \ p1/' �� i/ ate a /i / / / / / 5. � ,.mm*w F I I II M u ..�a... /// j/ �/ `./ N�1 k /�ntl \ sm,em¢ �pd§b_ /l e// / 1 035 0 \ ss000 Doc 23aas'I �f56\ ,,5�\ res ZONE. 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NO. 841, 4" / CITY OF WYLIE, COLLIN COUNTY, TEXAS �' / uaccr ' R.C.A/YERS SURVEY/NC LLC ARROYO668 COURT WO 75182 LEcv?LOPER rv118) 32-0RR6 FAX(962) es SreSz e�s0'e°sNUw e�P26 PARXPR/SCN TEXAS OLZ PROPERTIES,S,LTD 'Oe NO ow veo,aF e 5 DATE aoLv zo.zms M `5v l w CAP 13,21E./ FIRM NO e o,eoo Lrom 33, MOM.OWN.[WK., u E „EmEE LEEE,EL,LEL SIKEOFTEKS WUM-Y OKOLUE M[P[OWE DK 5,111,1M, MOT NOKMEMFOMONOWELLMBEBYMEEPREK, RAMEMS.0.0.05.11, LE*,ME ELE,dmo„,,,AMEEEELmedmEELEL Ewe, 15.7 SEKEMLE.M.11.[KEWEEKLEEEKLLEKKE[(EMMA MEE.. 5LE.Ed ELE„. S""34.35.E S7"39".E S7"39".E M, "17'444" • E,5LEmo .000. -MOM, N675,11M lay NEWOOK EaK BEONNINKW[Lereo dm.,my, LE , LE .50531, EEEE MLNEO, AE EL, 05.5. 5,15651,VE LE LLEEE„, 50.7.. FM KKK,.OE 50.05.11, LE 5,15551EWE LE NEELEMOE EKE. LE MIKA, Ey 55.'755" 9339..3. 31". STALEOFTEW '339.33. ". MU.OFOWIN N09,00, 91. KOOK. MK' KEKKEE EE. APPROVAL BLOCK N9:5005:0, SOLMOK, 09. LE▪E SOLMOK, 31". MMOMMENDED FOMEMMOWL. LEL [5,5WMK-5.5 ,FPROMO FOR[..0.10 N. SURVEYOR'S CERTIFICATE LEW.. [KmuooKEELELEYLKELKE YEYEL WOOLMEE MEM., KEE LEEM E7=LLE 5 KKE5[5,,,momm Lm,Komaosommye LE YEE OLE MEIMEME. „KEE„LammEumumm, PRELIMINARY PLAT FOR REVIEW PURPOSES ONLY LA QUINTA ADDITION LOTS 1, 2, & 3, BLOCK A BERG 0150,10.EKE OFBELINNE,WO CONEWM61[310,,,E, 10.310 ACRES 009.5mmElEEL„LEE SITUATED IN THE DUKE STRICKLAND SURVEY, ABST. NO. 841, CITY OF WYLIE, COLLIN COUNTY, TEXAS R.C.LAYERS SURVEYING:LLC 01401ERODEVELORER 488 ARROYO COURT PARKER SCROLL PROPERTIES;LTD SUNNYVALE.TX 75182 P.O.BM 307 (214)532-0636 WYLIE.TEXAS 75098-0307 FAX(972)412-4875 072)442-5114 EMAIL:,msurvey,gagmoil.com FIRM NO.10192300 10EI NO.314 "°E DATE'JULY 20.2015 Wylie City Council AGENDA REPORT Meeting Date: September 22,2015 Item Number: D Department: Finance (City Secretary's Use Only) Prepared By: Linda Bantz Account Code: Date Prepared: September 14,2015 Budgeted Amount: Exhibits: Investment Policy/Resolution Subject Consider, and act upon, Resolution No. 2015-19(R) approving the current Investment Policy as required by the Texas Government Code, Chapter 2256, Public Funds Investment Act, Subchapter A —Authorized Investments for Governmental Entities. Recommendation Motion to approve Resolution No. 2015-19(R) approving the current Investment Policy. Discussion Texas Government Code requires that the governing body of an investing entity review its investment policy not less than annually. The governing body should adopt a written instrument by rule, order, ordinance, or resolution stating that it has reviewed the investment policy and that the written instrument so adopted shall record any changes made to the investment policy. No changes are currently being made to it. Page 1 of 1 RESOLUTION NO. 2015-19R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, APPROVING THE CURRENT INVESTMENT POLICY, PROVIDING FOR SCOPE OF THIS POLICY, PROVIDING FOR INVESTMENT OBJECTIVES, PROVIDING FOR AN INVESTMENT COMMITTEE, PROVIDING FOR DELEGATION OF AUTHORITY, PROVIDING INVESTMENT STRATEGIES BY POOLED FUND GROUPS, PROVIDING FOR STANDARD OF CARE, PROVIDING FOR OTHER INVESTMENT GUIDELINES, PROVIDING FOR INVESTMENTS AUTHORIZED BY PUBLIC FUNDS INVESTMENT ACT AND INVESTMENTS UNAUTHORIZED BY THE CITY, PROVIDING FOR PORTFOLIO DIVERSIFICATION AND MATURITY LIMITS, PROVIDING FOR SELECTION OF BROKERS/DEALERS, PROVIDING FOR SELECTION OF DEPOSITORIES, PROVIDING FOR SAFEKEEPING AND CUSTODY, PROVIDING FOR RECORD KEEPING AND REPORTING, PROVIDING FOR ETHICS AND CONFLICTS OF INTEREST, PROVIDING FOR POLICY REVISIONS; AND MAKING VARIOUS FINDINGS AND PROVISIONS RELATED TO THE SUBJECT. WHEREAS, the Public Funds Investment Act, as amended, requires the City of Wylie to adopt the investment policy by rule, order, ordinance or resolution; and WHEREAS, the Investment Policy was originally approved December 12, 2006; and WHEREAS, the Investment Policy complies with the Texas Government Code, Chapter 2256, Public Funds Investment Act, Subchapter A — Authorized Investments for Governmental Entities and Subchapter B —Miscellaneous Provisions as amended, and authorizes the investment of City funds in safe and prudent investments. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, THAT the City of Wylie has complied with the requirements of the Public Funds Investment Act and the Investment Policy, attached hereto, is adopted as the investment policy of the City effective September 22, 2015. DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas on this the 22nd day of September, 2015. Eric Hogue, Mayor ATTESTED BY: Carole Ehrlich, City Secretary Resolution No.2015-19(R) Amendment of Investment Policy INVESTMENT POLICY Adopted May 1995 Revised December 2006 INVESTMENT POLICY Table of Contents I. INTRODUCTION 1 II. SCOPE 1 III. OBJECTIVES 1 Safety 1 Liquidity 1 Diversification 1 Yield 1 IV. INVESTMENT COMMITTEE 2 V. DELEGATION OF AUTHORITY 2 VI. INVESTMENT STRATEGY 3 Operating Funds 3 Debt Service Funds 3 Debt Service Reserve Funds 3 Special Projects and Special Purpose Funds 3 VII. STANDARD OF CARE 3 VIII. INVESTMENTS AUTHORIZED BY THE CITY 4 IX. OTHER INVESTMENT GUIDELINES 5 X. DIVERSIFICATION AND MATURITY LIMITS 5 XI. SELECTION OF BROKER/DEALERS 6 XII. SAFEKEEPING AND CUSTODY 6 XIII. RECORD KEEPING AND REPORTING 7 X1V. ETHICS AND CONFLICTS OF INTEREST 8 XV. POLICY REVISIONS 9 APPENDIX A -BROKER/DEALER QUESTIONNAIRE APPENDIX B -CERTIFICATION BY DEALER 111 ' . g:" 'Li In, I 1-0A A S INVESTMENT POLICY I.INTRODUCTION The City's principal investment objectives, in order of priority, are listed below. Chapter 2256 of Title 10 of the Local Government Code (herein after referred to as the "Public Funds Safety. The primary objective of the City's Investment Act") prescribes that each city is to adopt investment activity is the preservation of principal written rules governing its investment practices and (capital) in the overall portfolio. Each investment to define the authority of the investment officer. The transaction shall seek first to ensure that capital following Investment Policy addresses the methods, losses are avoided, whether the loss occurs from the procedures, and practices which must be exercised to default of a security or from erosion of market value. ensure effective and judicious fiscal management of the City's funds. This Policy shall not apply to the Liquidity. The City's investment portfolio will selection, retention or other issues concerning the remain sufficiently liquid to enable the City to meet depositories of the City's funds in demand deposits as operating requirements that might be reasonably provided under Chapter 105 of the Local Government anticipated. Liquidity shall be achieved by matching Code. investment maturities with forecasted cash flow requirements, by investing in securities with active II. SCOPE secondary markets, and by using state or local investment pools. This Policy shall apply to the investment and management of all funds of the City under its control, Diversification. The governing body recognizes that other than those expressly excluded herein or by in a diversified portfolio, occasional measured losses applicable law or valid agreement. This Policy shall due to market volatility are inevitable, and must be not supersede the restrictions on investment and use considered within the context of the overall applicable to any specific fund and, in the event of portfolio's return, provided that adequate any conflict between this Policy and the requirements diversification has been implemented. Therefore, of any fund subject hereto, the specific requirement assets held in the common investment portfolio shall applicable to such fund shall be followed as well as be diversified to eliminate the risk of loss resulting all other provisions of this Policy other than those in from one concentration of assets in a specific conflict. The Employees Deferred Compensation maturity, a specific issuer or a specific class of Agency Fund is excluded from coverage under this securities. Policy. Yield. The investment portfolio goal (benchmark) In order to make effective use of the City's resources, against which the yield is compared will be all monies shall be pooled into one bank account, established from time to time by the Finance except for those monies required to be accounted for Director. Recommendations by the Investment in other bank accounts as stipulated by applicable Committee will be considered when the performance laws,bond covenants or contracts. The bank account measure is being established. Efforts to seek higher will be maintained by pooled fund group for purposes than the above goal must be consistent with risk of implementing pooled fund strategies and reporting. limitations identified in this policy and prudent The income derived from this pooled investment investment principles. The City's investment account shall be distributed by fund in accordance portfolio shall be designed with the objective of with the City's internal procedures. attaining a rate of return which is consistent with the risk limitations and cash flow characteristics of the III.OBJECTIVES City's investments. IV.INVESTMENT COMMITTEE 111 ' . g:" 'Li In, I 1-0A A S INVESTMENT POLICY misrepresentation by third parties, or imprudent An investment committee consisting of the City actions by employees and officers of the City. Attorney, City Manager and Director of Finance will meet on a quarterly basis. The Investment Committee With written approval from the City Manager, the shall be authorized to invite advisors to the meetings Director may delegate any phase of the investment as needed. management program to members of the City staff. Such approval shall state specifically the functions The investment officer will present a brief report of such person is authorized to perform or that the investment activities to the Investment Committee. person is authorized to perform all activities of the The primary objectives of the committee will be to Director under this Policy. The Director shall obtain and maintain, at the City's expense, fidelity bonds for (1) make recommendations regarding investment himself and each of his designees in amounts strategies determined adequate by the Director (which shall not (2) approve a list of authorized brokers, dealers, be less than five percent of the amounts subject to banks, savings and loans, credit unions, and this Policy) for each fiscal year as shown by the pools approved budget. No person may engage in an (3) recommend a list of authorized training investment transaction except as provided under the sources for the state mandated investment terms of this Policy and the internal procedures training and established by the Director. A current list of persons (4) monitor program results. authorized to transact investment business and wire funds on behalf of the City shall be maintained by the The committee shall include in its deliberations such Director. topics as performance reports, economic outlook, portfolio diversification, maturity structure, potential At the discretion of either the City Manager or the risk to the city's funds, and the target rate of return Director and in any event upon the termination or on the investment portfolio. The Investment reassignment of any member of the Director's staff Committee shall provide for minutes of its meetings. authorized to conduct transactions for the City pursuant to this Policy, the authority of such person V.DELEGATION OF AUTHORITY shall be revoked and such revocation of authority shall be immediately communicated by the Director Management responsibility for the investment orally and in writing to each and every depository, program is delegated by the City Council to the City broker/dealer, investment advisor, custodian and Manager who will designate the Finance Director as other agency or entity with whom the City has any Investment Officer (hereinafter referred to as the existing or continuing relationship in the "Director"). The Director's authority will at all times management of its investments. be limited by conformance with all Federal regulations, State of Texas statutes and other legal VI.INVESTMENT STRATEGY requirements including the City Charter and City Ordinances, including this Policy. The City of Wylie maintains a pooled investment portfolio. The pooled portfolio utilizes specific The Director shall develop and maintain written investment strategies designed to address the unique administrative procedures for the operation of the characteristics of the pooled investment portfolio. investment program consistent with this Policy. The The pooled investment portfolio includes Operating controls shall be designed to prevent, identify and Funds, Debt Service Funds, Debt Service Reserve control losses of public funds arising from deviation Funds, Capital Projects and Special Purpose Funds. from this Policy, fraud, employee error, and ' 1, 00'Li In, I 1-cX A S INVESTMENT POLICY Investment strategies for these different groups are (1) the investment of all funds, or funds under detailed below. the City's control, over which the officer had responsibility rather than a consideration as (1) Investment strategies for operating, debt to the prudence of a single investment; and service, capital project, and special purpose funds have as their primary objective to assure that (2) whether the investment decision was anticipated cash outflows are matched with adequate consistent with the written investment policy investment liquidity. The secondary objective is to of the City. create a portfolio structure which will experience minimal volatility during economic cycles. The Director and his staff shall recognize that the investment activities of the City are a matter of public (2) The investment strategy for the debt service record. Therefore, all participants in the investment reserve funds shall have as the primary objective the process shall seek to act responsibly as custodians of ability to generate a dependable revenue stream from the public trust. Investment officials shall avoid any securities with a low degree of volatility. Securities transactions that might impair public confidence in should be of high quality, with short to intermediate the City's ability to govern effectively. term maturities. Except as may be required by a bond ordinance, securities should be of high quality with VIII.INVESTMENTS AUTHORIZED BY THE short to intermediate-term maturities. CITY OF WYLIE VII. STANDARD OF CARE Authorized investments for municipal governments in the State of Texas are set forth in the Public Funds Investments shall be made with judgment and care, Investment Act, as amended (Section 2256.009- under prevailing circumstances, that a person of 2256.019, Government Code). However, suitable prudence, discretion, and intelligence would exercise investments for the City of Wylie are limited to the in the management of the person's own affairs, not following. for speculation, but for investment, considering the probable safety of capital and the probable income to (1) Direct obligations of the United States or its be derived. Investment of funds shall be governed by agents and instrumentalities with a stated maturity of the following investment objectives, in order of 5 years or less. priority: (2) Certificates of deposit issued in the State of (1) preservation and safety of principal; Texas with a maximum maturity of 2 years or less and insured by the Federal Deposit Insurance (2) liquidity; and Corporation. (3) diversification; and (3) Fully collateralized direct repurchase agreements with a defined termination date of 2 years (4) yield. or less which are secured by obligations of the United States or its agencies and instrumentalities and In determining whether an investment officer has pledged with a third party in the City's name. The exercised prudence with respect to an investment agreement must be placed through a primary decision, the determination shall be made taking into government securities dealer, as defined by the consideration: Federal Reserve, or by a financial institution doing business in the State of Texas. Each issuer of ' 1, 00'Li In, I 1-cX A S INVESTMENT POLICY repurchase agreements shall be required to sign a Reserve Bank as the securities are simultaneously master repurchase agreement. released to the purchaser). In this manner the City will always have possession of either its securities or (4) Approved investment pools as described in its monies. Section 2256.016 which are continuously rated no lower than AAA, AAA-m or an equivalent rating by X. DIVERSIFICATION AND MATURITY at least one nationally recognized rating agency and LIMITS have a weighted average maturity no greater than 90 days. It is the policy of the City to avoid concentration of assets in a specific maturity, a specific issue, or a IX. OTHER INVESTMENT GUIDELINES specific class of securities,with the exception of U.S. Treasury issues. The asset allocation in the portfolio The City seeks active management of its portfolio should, however, be flexible depending upon the assets. In order to meet the objectives of this Policy, outlook for the economy and the securities markets. the City may from time to time sell securities that it owns in order to better position its portfolio assets. The City will not exceed the following maximum Sales of securities prior to maturity shall be limits as a percentage of the total portfolio for each of documented and approved by the Director before the categories listed below: such a transaction is consummated. Sales of securities yielding net proceeds less than 92% of the Max. book value of the securities must be approved in of Max. advance and in writing by the City Manager. Three Investment Category Portfolio Maturity examples of situations involving the sale of securities Obligations of the United 100% 5 years prior to maturity are States or its agencies and instrumentalities. (1) swap - to sell an investment to realize a capital gain, Certificates of Deposit 25% 18 mon. (2) To better position selected investments due to a change in market conditions, Repurchase Agreements 100% 2 years NOT Reverse Repurchase (3) To react to emergency liquidity demands. Agreements Each investment transaction must be based upon The Director shall evaluate how each security competitive quotations received from at least three purchased fits into the City's overall investment broker/dealers who have been approved by the City strategy. in accordance with Texas law. At all times the City shall maintain 10 percent of its The purchase and sale of all securities shall be on a total investment portfolio in instruments maturing in delivery versus payment or payment versus delivery 90 days or less. The weighted average maturity of all basis (i.e., for securities purchases, monies will not securities and certificates of deposit in the City's total be released by the City's safekeeping bank until investment portfolio at any given time (not including securities are received at the Federal Reserve Bank cash or demand deposits) shall not exceed 2 years. for further credit to the City's safekeeping bank. In the case of securities sales, monies will be received XI. SELECTION OF BROKERS/DEALERS by the City's safekeeping bank via the Federal ' 1, 00'Li In, I 1-cX A S INVESTMENT POLICY The City shall maintain a list of broker/dealers and imprudent investment activities being conducted financial institutions which have been approved for between the entity and the securities firm (See investment purposes by the investment committee. Appendix B). (For the purpose of this investment policy, Broker/dealer will be used to refer to any brokerage All approved broker/dealer firms must have a firm, bank, investment pool, or financial institution completed City of Wylie broker/dealer questionnaire, with which the City does investment business). investment policy, written acknowledgment per Securities may only be purchased from those above guidelines, executed master repurchase authorized institutions and firms. The authorized agreement, if applicable, and current financial broker/dealers will be reviewed at least annually. To information on file. Certification language should be be eligible, a broker/dealer must meet at least one of mutually acceptable to both parties. An investment the following criteria: 1) be recognized as a Primary officer of the City may not buy any securities from a Dealer as defined by the New York Federal Reserve person who has not delivered to the City an Market Reports Division; or 2) complies with instrument substantially in the form provided by this Securities and Exchange Commission Rule 15C3-1, policy. the Uniform Net Capital Requirement Rule. If the City's depository bank also provides custodial and The Director shall review the quality of service and safekeeping services for the City, the bank may not financial stability of each broker/dealer and financial be included as an authorized broker/dealer for the institution approved under this Section at least City, however (Non- negotiable Certificate of annually. Any approved broker/dealer or financial Deposits are exempt from this policy. institution may be removed from the list of approved broker/dealers with the approval of the Director, if in Broker/dealers will be selected and recommended to the opinion of the Director, the firm has not the investment committee by the Director on the performed adequately or its financial position is basis of their financial stability, expertise in cash considered inadequate. management and their ability to service the City's account. Each broker/dealer that has been authorized by the City shall be required to submit and annually XII. SAFEKEEPING AND CUSTODY update a Broker/Dealer Information Request form which includes the firm's most recent financial Investment securities purchased for the City will be statements. The Director shall maintain a file which delivered by either book entry or physical delivery includes the most recent Broker/Dealer Information and shall be held in third-party safekeeping by a Request forms submitted by each firm approved for Federal Reserve Member financial institution investment purposes. A copy of the submitted designated as the City's safekeeping and custodian Broker/Dealer Information Request forms as well as bank. The City may designate more than one a list of those broker/dealers approved by the City custodian bank. The City shall execute a shall be maintained by the Director (See Appendix Safekeeping Agreement with each bank prior to A). utilizing the custodian's safekeeping services. Only a state or national bank located within the State of The City of Wylie will provide all approved Texas may be utilized as a custodian of securities securities dealers with a copy of the City's pledged to secure certificates of deposit. The Investment Policy. A principal in the firm must safekeeping agreement must provide that the execute a written statement acknowledging receipt safekeeping bank will immediately record and and review of the policy and a statement promptly issue and deliver a signed safekeeping acknowledging that reasonable procedures and receipt showing the receipt and the identification of controls have been implemented to preclude the security, as well as the City's interest. 111 ' . g:" 'Li In, I 1-0A A S INVESTMENT POLICY XIII.RECORD KEEPING AND REPORTING The Director shall maintain a list of designated custodian banks and a copy of the Safekeeping A record shall be maintained of all bids and offerings Agreement executed with each custodian bank. for securities transactions in order to ensure that the City receives competitive pricing. All transactions The City must approve release of securities in writing shall be documented by the person authorizing the prior to their removal from the custodial account. A transaction in a form that shows that person's name, telephone facsimile of a written authorization shall be the party instructed to execute the transaction, the sufficient if the custodian orally confirms receipt of date, a description of the transaction and a brief the transmission and an exact copy of the document statement of the reason(s) for the transaction. is retained in the City's files. In no event shall the custodial bank be an authorized depository bank, At least annually, the Director shall verify that all issuer of repurchase agreements in which the City securities purchased by or pledged to the City are on invests or broker/dealer of securities on behalf of the hand in appropriate form. The City, in conjunction City. with its annual financial audit, shall perform a compliance audit of management controls on All securities shall be confirmed in the name of the investments and adherence to the City's established City and delivered to an approved custodial bank or investment policies. carried at a Federal Reserve Bank in the name of the City. The Custodian shall not otherwise deposit Each depository of the City's funds shall maintain purchased or pledged securities. All book entry separate, accurate and complete records relating to all securities owned by the City shall be evidenced by a deposits of the City's funds, the securities pledged to safekeeping receipt issued to the City and signed by secure such deposits and all transactions relating to the appropriate officer at the custodian bank stating the pledged securities. Each approved custodian that the securities are held in the Federal Reserve shall maintain separate, accurate and complete System in a CUSTOMER ACCOUNT naming the records relating to all securities received on behalf of City as the "customer." In addition, the custodian the City, whether pledged, purchased or subject to bank will, when requested, furnish a copy of the repurchase agreement, as well as all transactions delivery advice received by the custodian bank from related to such securities. In addition, each the Federal Reserve Bank. depository shall file all reports required by the Texas State Depository Board. Each depository and All certificated securities (those transferred by custodian shall agree to make all the records physical delivery) shall: 1) be held by an approved described in this paragraph available to the Director custodian bank or any correspondent bank in New or designee and the City's auditors at any reasonable York City approved by the Director; and 2) the time. correspondent bank or the City's safekeeping bank shall issue a safekeeping receipt to the City All broker/dealers, custodians, depositories and evidencing that the securities are held by the investment advisors shall maintain complete records correspondent bank for the City. of all transactions that they conducted on behalf of the City and shall make those records available for The original safekeeping receipt for each transaction inspection by the Director or other representatives including purchased securities under a repurchase designated by the City Council or City Manager. agreement and collateral securing deposits will be forwarded to the Director or his designee and held in All sales of securities for less than the book value of a secured file by the City. the security shall be approved by the Director. Sales of securities for less than 92 percent of the book ' 1, 00'Li In, I 1-cX A S INVESTMENT POLICY value of the securities must be approved by both the City Manager and the Director. XIV.ETHICS AND CONFLICTS OF INTEREST An investment report shall be prepared by the Officers and employees of the City involved in the Director and signed by each officer and employee of investment process shall refrain from personal the City authorized to conduct any of the City's business activity that involves any of the City's investment activity, on a annual basis listing all of the approved custodians, depositories, broker/dealers or investments held by the City, beginning and ending investment advisors. Employees and officers shall not market value for period, the current market valuation utilize investment advice concerning specific of the investments and transaction summaries, securities or classes of securities obtained in the including a detailed list of the gains and losses transaction of the City's business for personal recognized. The market value will be determined by: investment decisions, shall in all respects subordinate (1)written reports such as the Wall Street Journal; (2) their personal investment transactions to those of the on-line services such as Bloomberg; or (3) through a City, particularly with regard to the timing of primary dealer or national bank that is independent of purchases and sales and shall keep all investment the specific security being valued. The report must advice obtained on behalf of the City and all state the pooled fund group for each asset/security. transactions contemplated and completed by the City The report shall explain the total investment return confidential, except when disclosure is required by during the previous quarter and compare the law. portfolio's performance to other benchmarks of performance. If invested in securities, the City's An investment officer of the City who has a personal audit firm must review the quarterly reports annually business relationship with an organization seeking to and the result of the review shall be reported to the sell an investment to the City shall file a statement City Council by that auditor. disclosing that personal business interest. An investment officer who is related within the second Within 90 days after the end of the City's fiscal year, degree by affinity or consanguinity to an individual the Director shall prepare, sign and deliver to the City seeking to sell an investment to the City shall file a Manager and the City Council an annual report on the statement disclosing that relationship. A statement City's investment program and investment activity required under this subsection must be filed with the which has also been signed by each officer and Texas Ethics Commission and the governing body of employee of the City authorized to conduct any of the the City. City's investment activity. The annual report shall include full year investment returns. Such annual XV.POLICY REVISIONS report shall include an analysis of the compliance with this Policy as well as changes in the applicable This Investment Policy will be reviewed at least laws and regulations during the previous year and annually by the City Attorney, City Manager and may include any other items of significance related to Director of Finance and revised when necessary. All the investment program. The annual investment revisions shall be approved by the City Council. report will be reviewed as a part of the annual audit. of t Wylie City Council AGENDA REPORT ' 1 4 'k" Meeting Date: September 22,2015 Item Number: E Department: Finance (City Secretary's Use Only) Prepared By: Linda Bantz Account Code: Date Prepared: September 14,2015 Budgeted Amount: Financial Management Exhibits: Policies Subject Consider, and act upon, approving the Financial Management Policies. Recommendation Motion to approve the Financial Management Policies. Discussion The purpose of the Financial Management Policies is to formalize financial guidelines for the City. They will assist City staff in planning and directing the City's financial affairs and provide a document that codifies these policies in one place. The overriding goal of the Financial Management Policies is to enable the City to achieve a long-term stable and positive financial condition while conducting its operations consistent with the Council-Manager form of government established in the City Charter. The basis for the City's Financial Management Policies includes integrity,prudent stewardship,planning, accountability and full disclosure. The scope of the policies spans accounting, auditing, financial reporting, internal controls, operating and capital budgeting, revenue management, expenditure control and debt management. The current Financial Management Policies were approved September 23, 2014 and no changes are being made at this time. Page 1 of 1 FY2015-16 . t • h Financial Management Policies Prepared by the Finance Department TABLE OF CONTENTS I. PURPOSE STATEMENT II. ACCOUNTING,AUDITING AND FINANCIAL REPORTING A. Accounting B. Funds C. External Auditing D. External Auditors Responsible to City Council E. External Auditors Rotation F. External Financial Reporting III. INTERNAL CONTROLS A.Written Procedures B. Internal Audit C. Department Managers Responsible IV. OPERATING BUDGET A. Preparation B. Balanced Budgets C. Planning D. Reporting E. Control F. Performance Measures and Productivity Indicators V. CAPITAL BUDGET AND PROGRAM A. Preparation B. Control C. Program Planning D. Alternate Resources E. Debt Financing F. Street Maintenance G.Water/Wastewater Main Rehabilitation and Replacement H. Reporting VI. REVENUE MANANGEMENT A. Simplicity B. Certainty C. Equity D. Administration E. Revenue Adequacy F. Cost/Benefit of Abatement G. Diversification and Stability H.Non-Recurring Revenues I. Property Tax Revenues J. Parks and Recreation 4B Sales Tax Revenues K. User-Based Fees L. Impact Fees M. General and Administrative charges N. Utility Rates 2 O. Parks and Recreation 4B Fund Balance P. Utility Fund Balance Q. Interest Income R. Revenue Monitoring VII. EXPENDITURE CONTROL A. Appropriations B. Contingency Account Expenditures C. Vacancy Funds D. Central Control E. Purchasing F. Professional Services G. Contract Authority H. Prompt Payment I. Information Technology J. Prepaid Expenditures VIII. ASSET MANAGEMENT A. Investments B. Cash Management C. Investment Performance D. Fixed Assets and Inventory IX. FINANCIAL CONDITON AND RESERVES A.No Operating Deficits B. Interfund Loans C. Fund Balance Policy D. Risk Management Program E. Loss Financing F. Enterprise Fund Self-Sufficiency X. DEBT MANAGEMENT A. General B. Self-Supporting Debt C. Analysis of Financing Alternatives D. Voter Authorization XI. STAFFING AND TRAINING A. Adequate Staffing B. Training XII. GRANTS FINANCIAL MANAGEMENT A. Grant Solicitation B. Responsibility XIII. ANNUAL REVIEW AND REPORTING A. Annual Review B. Reporting 3 L PURPOSE STATEMENT The overriding goal of the Financial Management Policies is to enable the city to achieve a long-term stable and positive financial condition while conducting its operations consistent with the Council- Manager form of government established in the City Charter. The watchwords of the city's financial management include integrity,prudent stewardship,planning, accountability, and full disclosure. The purpose of the Financial Management Policies is to provide guidelines for the financial management staff in planning and directing the city's day-to-day financial affairs and in developing recommendations to the City Manager. The scope of the policies spans accounting, auditing, financial reporting internal controls, operating and capital budgeting, revenue management, cash management, expenditure control and debt management. IL ACCOUNTING,AUDITING,AND FINANCIAL REPORTING A. ACCOUNTING - The city's Assistant Finance Director is responsible for establishing the chart of accounts, and for properly recording financial transactions. B. FUNDS - Self-balancing groups of accounts are used to account for city financial transactions in accordance with generally accepted accounting principles. Each fund is created for a specific purpose except for the General Fund, which is used to account for all transactions not accounted for in other funds. Funds are created and fund names are changed by City Council. C. EXTERNAL AUDITING- The city will be audited annually by outside independent auditors. The auditors must be a CPA firm of national reputation, and must demonstrate that they have the breadth and depth of staff to conduct the city's audit in accordance with generally accepted auditing standards, generally accepted government auditing standards,and contractual requirements. The auditors' report on the city's financial statements including any federal grant single audits will be completed within 120 days of the city's fiscal year end, and the auditors' management letter will be presented to the city staff within 150 days after the city's fiscal year end. An interim management letter will be issued prior to this date if any materially significant internal control weaknesses are discovered. The city staff and auditors will jointly review the management letter with the City Council within 60 days of its receipt by the staff. D. EXTERNAL AUDITORS RESPONSIBLE TO CITY COUNCIL — The external auditors are accountable to the City Council and will have access to direct communication with the City Council if the city staff is unresponsive to auditor recommendations or if the auditors consider such communication necessary to fulfill their legal and professional responsibilities. E. EXTERNAL AUDITOR ROTATION - The city will not require external auditor rotation, but will circulate requests for proposal for audit services periodically, normally at five-year intervals or less. F. EXTERNAL FINANCIAL REPORTING - The city will prepare and publish a Comprehensive Annual Financial Report (CAFR). The CAFR will be prepared in accordance with generally accepted accounting principles, and will be presented annually to the Government Finance Officers Association (GFOA) for evaluation and possibly awarding of the Certification of Achievement for Excellence in Financial Reporting. The CAFR will be published and presented to the City Council within 120 days after the end of the fiscal year. City staffing limitations may preclude such timely reporting. In such case,the Finance Director will inform the 4 City Manager and the City Manager will inform the City Council of the delay and the reasons therefore. III. INTERNAL CONTROLS A. WRITTEN PROCEDURES - The Finance Director is responsible for developing city-wide written guidelines on accounting, cash handling, and other financial matters which will be approved by the City Manager. The Finance Department will assist department managers as needed in tailoring these guidelines into detailed written procedures to fit each department's requirements. B. INTERNAL AUDIT - The Finance Department may conduct reviews of the departments to determine if the departments are following the written guidelines as they apply to the departments. Finance will also review the written guidelines on accounting, cash handling and other financial matters. Based on these reviews Finance will recommend internal control improvements as needed. C. DEPARTMENT MANAGERS RESPONSIBLE - Each department manager is responsible to the City Manager to ensure that good internal controls are followed throughout his or her department, that all guidelines on accounting and internal controls are implemented, and that all independent and internal auditor internal control recommendations are addressed. IV. OPERATING BUDGET A. PREPARATION - The city's "operating budget" is the city's annual financial operating plan. It consists of governmental and proprietary funds, including the general obligation Debt Service Fund, but excluding capital projects funds. The budget is prepared by the City Manager with the assistance of the Finance Department and cooperation of all city departments. The City Manager transmits the document to the City Council. The budget should be presented to the City Council no later than August 5 or a date to be determined by the City Council, and should be enacted by the City Council prior to fiscal year end. The operating budget will be submitted to the GFOA annually for evaluation and possible awarding of the Award for Distinguished Budget Presentation. B. BALANCED BUDGETS -An Operating budget will be balanced, with current revenues, exclusive of beginning resources,greater than or equal to current expenditures/expenses. C. PLANNING- The budget process will be coordinated so as to identify major policy issues for City Council. D. REPORTING- Periodic financial reports will be prepared to enable the department managers to manage their budgets and to enable the Budget Manager to monitor and control the budget as approved by the City Council. Monthly financial reports will be presented to the City Council. Such reports will include current year revenue and expenditures. E. CONTROL - Operating Expenditure Control is addressed in Section VII of the Policies. F. PERFORMANCE MEASURES AND PRODUCTIVITY INDICATORS — Where appropriate, performance measures and productivity indicators will be used as guidelines and 5 reviewed for efficiency and effectiveness. This information will be included in the annual budgeting process. V. CAPITAL BUDGET AND PROGRAM A. PREPARATION - The city's capital budget will include all capital projects funds and all capital resources. The budget will be prepared annually on a fiscal year basis and adopted by ordinance. The capital budget will be prepared by the City Manager with assistance from the Finance Department and involvement of all required city departments. B. CONTROL - All capital project expenditures must be appropriated in the capital budget. Finance must certify the availability of resources so an appropriation can be made before a capital project contract is presented by the City Manager to the City Council for approval. C. PROGRAM PLANNING - The capital budget will include capital improvements program for future years. The planning time frame should normally be five years. The replacement and maintenance for capital items should also be projected for the next five years at a minimum. Future maintenance and operations will be fully costed, so that these costs can be considered in the operating budget. D. ALTERNATE RESOURCES - Where applicable, assessments, impact fees, or other user- based fees should be used to fund capital projects which have a primary benefit to certain property owners. E. DEBT FINANCING - Recognizing that debt is usually a more expensive financing method, alternative financing sources will be explored before debt is issued.When debt is issued,it will be used to acquire major assets with expected lives that equal or exceed the average life of the debt issue. The exceptions to this requirement are the traditional costs of marketing and issuing the debt, capitalized labor for design and construction of capital projects, and small component parts which are attached to major equipment purchases. F. STREET MAINTENANCE - The city recognizes that deferred street maintenance increases future capital costs by an estimated 5 to 10 times. Therefore, the City's goal is to allocate a portion of the General Fund budget each year to maintain the quality of streets. The amount will be established annually so that repairs will be made amounting to a designated percentage of the value of the streets. G. WATER/WASTEWATER MAIN REHABILITATION AND REPLACEMENT - The city recognizes that deferred water/wastewater main rehabilitation and replacement increases future costs due to loss of potable water from water mains and inflow and infiltration into wastewater mains. Therefore, to ensure that the rehabilitation and replacement program is adequately funded, the City's goal will be to dedicate an amount equal to at least 1 % of the undepreciated value of infrastructure annually to provide for a water and wastewater main repair and replacement program. H. REPORTING- Periodic financial reports will be prepared to enable the department managers to manage their capital budgets and to enable the finance department to monitor the capital budget as authorized by the City Manager. 6 VI. REVENUE MANAGEMENT A. SIMPLICITY - The city will strive to keep the revenue system simple which will result in a decrease of compliance costs for the taxpayer or service recipient and a corresponding decrease in avoidance to pay. The city will avoid nuisance taxes,fees, or charges as revenue sources. B. CERTAINTY - An understanding of the revenue source increases the reliability of the revenue system. The city will try to understand its revenue sources, and enact consistent collection policies so that assurances can be provided that the revenue base will materialize according to budgets and plans. C. EQUITY - The city will strive to maintain equity in the revenue system structure. That is,the city will seek to minimize or eliminate all forms of subsidization between entities, funds, services, utilities and customers. However, it is recognized that public policy decisions may lead to subsidies in certain circumstances, e.g., senior citizen property tax exemptions or partial property tax abatement. D. ADMINISTRATION - The benefits of revenue will exceed the cost of producing the revenue. The cost of collection will be reviewed annually for cost effectiveness as a part of the indirect cost, and cost of services analysis. E. REVENUE ADEQUACY - The city will require that there be a balance in the revenue system. That is, the revenue base will have the characteristic of fairness and neutrality as it applies to cost of service,willingness to pay, and ability to pay. F. COST/BENEFIT OF ABATEMENT - The city will use due caution in the analysis of any tax, fee, or water and wastewater incentives that are used to encourage development. A cost/benefit(fiscal impact) analysis will be performed as a part of such analysis and presented to the appropriate entity considering using such incentive. G.DIVERSIFICATION AND STABILITY - In order to protect the government from fluctuations in revenue source due to fluctuations in the economy, and variations in weather (in the case of water and wastewater), a diversified revenue system will be maintained. H. NON-RECURRING REVENUES - One-time revenues will not be used for ongoing operations.Non-recurring revenues will be used only for non-recurring expenditures. Care will be taken not to use these revenues for budget balancing purposes. I. PROPERTY TAX REVENUES - Property shall be assessed at 100%of the fair market value as appraised by the Collin County Central Appraisal District. Reappraisal and reassessment shall be done regularly as required by State law. A 100% collection rate will serve as a minimum for tax collection. All delinquent taxes will be aggressively pursued, with delinquents greater than 150 days being turned over to the City Attorney or a private attorney, and a penalty assessed to compensate the attorney as allowed by State law, and in accordance with the attorney's contract. Annual performance criteria will be developed for the attorney regarding the collection of delinquent taxes. J. PARKS AND RECREATION 4B SALES TAX REVENUE - Parks and Recreation 4B sales tax revenue shall supplement but not supplant the funding for the Parks and Recreation System in 7 the General Fund and the Recreation Center Department of the Parks and Recreation 4B Sales Tax Revenue Fund. K. USER-BASED FEES - For services associated with a user fee or charge, the direct and indirect costs of that service will be offset by a fee where possible. There will be an annual review of fees and charges to ensure that fees provide adequate coverage of costs and services. User charges may be classed as "full cost recover," "partial costs recover," and "minimal cost recovery," based upon City Council policy. L. IMPACT FEES - Impact fees will be imposed for water, wastewater, and transportation in accordance with the requirements of State law. The staff working with the particular impact fee shall prepare a semi-annual report on the capital improvement plans and fees. Additionally, the impact fees will be re-evaluated at least every three years as required by law. M. GENERAL AND ADMINISTRATIVE CHARGES - A method will be maintained whereby the General Fund can impose a charge to the enterprise funds for general and administrative services (indirect costs) performed on the enterprise funds' behalf The calculation will be based upon the percentage of personnel time and other resources attributed to the Enterprise Fund by each department of the General Fund. The details will be documented and said information will be maintained in the Finance Department for review. N. UTILITY RATES - The city will review utility rates annually and, if necessary, adopt new rates to generate revenues required to fully cover operating expenditures, meet the legal restrictions of all applicable bond covenants, and provide for an adequate level of working capital needs. This policy does not preclude drawing down cash balances to finance current operations. However, it is best that any extra cash balance be used instead to finance capital projects. O. PARKS AND RECREATION 4B FUND BALANCE - The Parks and Recreation 4B Fund Balance shall be established to protect property tax payers from excessive volatility caused by the fluctuations in the Parks and Recreation 4B sales tax revenue. It will be funded with revenues of the Parks and Recreation 4B Fund. The city's goal will be to maintain the Fund Balance at 25%of the annual Parks and Recreation 4B sales tax budgeted revenue. P. UTILITY FUND BALANCE - The Utility Fund shall maintain a Fund Balance to protect ratepayers from excessive utility rate volatility. It may not be used for any other purpose. It will be funded with surplus revenues of the Utility Fund. The City's goal will be to maintain the Utility Fund Balance at 90 days of budgeted expenditures. Q. INTEREST INCOME - Interest earned from investment of available monies, whether pooled or not, will be distributed to the funds in accordance with the operating and capital budgets which, wherever possible, will be in accordance with the equity balance of the fund from which monies were provided to be invested. R. REVENUE MONITORING - Revenues actually received will be regularly compared to budgeted revenues and variances will be investigated. This process will be summarized in the appropriate budget report. VII. EXPENDITURE CONTROL A. APPROPRIATIONS - The level of budgetary control is the department level budget in the General Fund, and the fund level in all other funds. When budget adjustments (i.e., amendments), 8 among departments and/or funds are necessary these must be approved by the City Council. Budget appropriation amendments at lower levels of control shall be made in accordance with the applicable administrative procedures. B. CONTINGENCY ACCOUNT EXPENDITURES - The General Fund Contingency Account will be budgeted and approved by the City Council as a part of the budget process. The City Manager must approve all contingency account expenditures. C. VACANCY FUNDS — Savings from position vacancies will be reviewed as a part of the midyear budget amendments and savings will be either allocated to other accounts by Council approval or become unbudgeted funds to add to the ending fund balance. D. CENTRAL CONTROL - Significant vacancy (salary) and capital budgetary savings in any department will be centrally controlled by the City Manager. E. PURCHASING - All purchases shall be made in accordance with the city's purchasing policies as defined in the Purchasing Manual. Authorization levels for appropriations previously approved by the City Council in the Operating Budget are as follows: Below Directors $500.00, for Directors up to $1,000, for Purchasing Agent up to $3000.00, for Finance Director up to $7,500.00. The City Manager can authorize expenditures over $7,500.00 with any purchases exceeding $50,000.00 to be approved by the City Council. F. PROFESSIONAL SERVICES - Professional services contracts will be coordinated through the purchasing agent in compliance with statutory regulations. G. CONTRACT AUTHORITY—By statute, contracts greater than or equal to $50,000.00 must be approved by Council, after which either the Mayor or the City Manager may then sign any necessary documents. By ordinance, contracts less than $50,000.00 may be authorized and signed by the City Manager, provided there is an appropriation for such contract. Signature authority for contracts equal to or less than $1,000 has been delegated by the City Manager to the purchasing agent. H. PROMPT PAYMENT - All invoices will be paid within 30 days of receipt in accordance with the prompt payment requirements of State law. Procedures will be used to take advantage of all purchase discounts where considered cost effective. However, payments will also be reasonably delayed in order to maximize the city's investable cash, where such delay does not violate the agreed upon terms. I. INFORMATION TECHNOLOGY - Certain information technology acquisitions will be centrally funded from the Information Technology Division. Acquisitions from this division may include all related professional services costs for researching and/or implementing an information technology project. Annual funding for replacements and for new technology will be budgeted in the IS department with the exception of the Utility Fund. Additional funding above the base amount may be provided for major projects with available one-time sources including debt proceeds and/or grants. J. PREPAID EXPENDITURES — Final determination of expenditure coding in the General Ledger will be assigned to the Finance Department. Expenditure coding must remain consistent. Purchased items must fit the description of the line item they are being charged to. Amounts of $5,000 or more paid in advance or across budget years will be coded as prepaid items and 9 charged to the next budget year. Department Directors are responsible for budgeting and paying these items accordingly. VIII. ASSET MANAGEMENT A. INVESTMENTS - The city's investment practices will be conducted in accordance with the City Council approved Investment Policies. B. CASH MANAGEMENT - The city's cash flow will be managed to maximize the cash available to invest. C. INVESTMENT PERFORMANCE - A monthly report on investment performance will be provided by the Finance Director to the City Manager for presentation to the City Council. D. FIXED ASSETS AND INVENTORY - These assets will be reasonably safeguarded, properly accounted for,and prudently insured. IX. FINANCIAL CONDITION AND RESERVES A. NO OPERATING DEFICITS - Current expenditures will be paid with current revenues. Deferrals, short-term loans, or one-time sources will be avoided as budget balancing techniques. Reserves will be used only for emergencies on non-recurring expenditures, except when balances can be reduced because their levels exceed guideline minimums. B. INTERFUND LOANS - Non-routine interfund loans shall be made only in emergencies where other temporary sources of working capital are not available and with the approval of the City Council. At the time an interfund loan is considered, a plan to repay it prior to fiscal year end shall also be considered. A fund will only lend money that it will not need to spend for the next 365 days. A loan may be made from a fund only if the fund has ending resources in excess of the minimum requirement for the fund. Loans will not be made from the city's enterprise funds (Water/Wastewater, etc.), except for projects related to the purpose of the fund. Total interfund loans outstanding from a fund shall not exceed 15%of the target fund balance for the fund. If any interfund loan is to be repaid from the proceeds of a future debt issue, a proper reimbursement resolution will be approved at the time the loan is authorized. C. FUND BALANCE POLICY 1. Committed Fund Balance — The City Council is the City's highest level of decision- making authority and the formal action that is required to be taken to establish, modify, or rescind a fund balance commitment is a resolution approved by the Council at the City's Council meeting. The resolution must either be approved or rescinded, as applicable,prior to the last day of the fiscal year for which the commitment is made. The amount subject to the constraint may be determined in the subsequent period. 2. Assigned Fund Balance — The City Council has authorized the City Manager as the official authorized to assign fund balance to a specific purpose as approved by this fund balance policy. 3. Order of Expenditure of Funds — When multiple categories of fund balance are available for expenditure, the City will start with the most restricted category and spend those funds first before moving down to the next category with available funds. 10 4. Minimum General Fund Unassigned Fund Balance — It is the goal of the City to achieve and maintain an unassigned fund balance in the general fund equal to 25% of expenditures. The City considers a balance of less than 20% to be cause for concern, barring unusual or deliberate circumstances. If unassigned fund balance falls below the goal or has a deficiency,the City will appropriate funds in future budgets to replenish the fund balance based on a time table deemed adequate by the City Council. 5. Minimum Utility Fund Balance — The Utility Fund shall maintain a Fund Balance to protect ratepayers from excessive utility rate volatility. It will be funded with surplus revenues of the Utility Fund. The City's goal will be to maintain the Utility Fund ending Fund Balance at 90 days of budgeted expenditures. 6. Minimum Parks and Recreation 4B Fund Balance — The Parks and Recreation 4B Fund Balance shall be established to protect property tax payers from excessive volatility caused by the fluctuations in the Parks and Recreation 4B sales tax revenue. It will be funded with revenues of the Parks and Recreation 4B Fund. The City's goal will be to maintain the Parks and Recreation 4B Fund ending Fund Balance at 25%of budgeted 4B sales tax revenues. D. RISK MANAGEMENT PROGRAM - The city will aggressively pursue every opportunity to provide for the public's and city employees' safety and to manage its risks. E. LOSS FINANCING - All reasonable options will be investigated to finance losses. Such options may include risk transfer, insurance and risk retention. Where risk is retained, reserves will be established based on a calculation of incurred but not reported claims, and actuarial determinations. Such reserves will not be used for any purpose other than for financing losses. F. ENTEPRISE FUND SELF-SUFFICIENCY - The city's enterprise funds' resources will be sufficient to fund operating and capital expenditures. The enterprise funds will pay (where applicable) their fair share of general and administrative expenses, in-lieu-of-property taxes and/or franchise fees. If an enterprise fund is temporarily unable to pay all expenses,then the City Council may waive general and administrative expenses, in-lieu-of-property taxes and/or franchise fees until the fund is able to pay them. The City Council may pay out-of-pocket expenses that a fund is temporarily unable to pay with interfund loans, to be repaid at a future date. X. DEBT MANAGEMENT A. GENERAL - The city's borrowing practices will be conducted in accordance with the prudent industry practices and subject to City Manager approval. B. SELF-SUPPORTING DEBT - When appropriate, self-supporting revenues will pay debt service in lieu of tax revenues. C. ANALYSIS OF FINANCING ALTERNATIVES - The city will explore all financing alternatives in addition to long-term debt including leasing, grants and other aid, developer contributions, impact fees,and use of reserves or current monies. D. VOTER AUTHORIZATION - The city shall obtain voter authorization before issuing General Obligation Bonds as required by law. Voter authorization is not required for the issuance of Revenue Bonds. However,the city may elect to obtain voter authorization for Revenue Bonds. 11 XI. STAFFING AND TRAINING A. ADEQUATE STAFFING - Staffing levels will be adequate for the fiscal functions of the city to function effectively. Overtime shall be used only to address temporary or seasonal demands that require excessive hours. Workload scheduling alternatives will be explored before adding staff. B. TRAINING - The city will support the continuing education efforts of all financial staff including the investment in time and materials for maintaining a current perspective concerning financial issues. Staff will be held accountable for communicating, teaching, and sharing with other staff members all information and training materials acquired from seminars, conferences, and related education efforts. XII. GRANTS FINANCIAL MANAGEMENT A. GRANT SOLICITATION - The City Manager will be informed about available grants by the departments and will have final approval over which grants are applied for. The grants should be cost beneficial and meet the city's objectives. B. RESPONSIBILITY - Departments will oversee the day to day operations of grant programs, will monitor performance and compliance, and will also keep the Finance Department and Purchasing informed of significant grant-related plans and activities. Departments will also report re-estimated annual revenues and expenses to the Finance Department as needed. Finance Department staff members will serve as liaisons with grantor financial management personnel, will prepare invoices, and will keep the books of account for all grants. All goods and services obtained through grants are subject to City purchasing policies and must be coordinated with the purchasing agent. XIII. ANNUAL REVIEW AND REPORTING A. These Policies will be reviewed administratively by the City Manager at least annually, and will be presented to the City Council by the Finance Department for confirmation of any significant changes. B. The Finance Director will report annually to the City Manager on compliance with these policies. 12 Wylie City Council �y' rei AGENDA REPORT "N,Mk Ifa..WT.wlb Meeting Date: September 22, 2015 Item Number: F Department: Finance (City Secretary's Use Only) Prepared By: Finance Account Code: Date Prepared: September 9, 2015 Budgeted Amount: Exhibits: Investment Report Subject Consider, and place on file, the City of Wylie Monthly Investment Report for August 31, 2015. Recommendation Motion to accept and place on file, the City of Wylie Monthly Investment Report for August 31, 2015. Discussion The Finance Department has prepared the attached reports for the City Council as required by the City Charter. Page 1 of 1 2014-2015 Investment Report August 31, 2015 Money Market Accounts: MMA Certificates of Deposit: CCD Treasury Bills: T-Bills Treasury Notes: T-Notes Government Agency Notes: AN Invest. Principal Type Of Interest Purchase Maturity Number Amount Security Rate Issuer Date Date 1 $14,534,538.20 MMA 0.0716% Texpool 12/31/2006 NA 2 $15,053,545.90 MMA 0.0823% TexStar 3/15/2011 NA $29,588,084.10 Total Weighted Average Coupon: 0.0770% Money Markets: $29,588,084.10 Weighted Average Maturity(Days): 1.00 Certificates of Deposits: $0.00 $29,588,084.10 F Wylie City Council �u�b rrnwr� , �r��, AGENDA REPORT �y' rei Y"Y,MY Iea..W°�.wlb Meeting Date: September 22, 2015 Item Number: G Department: Finance (City Secretary's Use Only) Prepared By: Finance Account Code: Date Prepared: September 9, 2015 Budgeted Amount: Revenue and Expenditure Exhibits: Monthly Report Subject Consider, and place on file, the City of Wylie Monthly Revenue and Expenditure Report for August 31, 2015. Recommendation Motion to accept and place on file, the City of Wylie Monthly Revenue and Expenditure Report for August 31, 2015. Discussion The Finance Department has prepared the attached reports for the City Council as required by the City Charter. Page 1 of 1 CITY OF WYLIE MONTHLY FINANCIAL REPORT August 31,2015 ANNUAL CURRENT YTD ACTUAL Benchmark BUDGET MONTH ACTUAL YTD ACTUAL AS A PERCENT 91.67% ACCOUNT DESCRIPTION 2014-2015 2014-2015 2014-2015 OF BUDGET GENERAL FUND REVENUE SUMMARY TAXES 20,452,238 444,208 19,877,337 97.19% A FRANCHISE FEES 2,498,000 188,337 2,380,037 95.28% LICENSES AND PERMITS 638,000 70,555 957,589 150.09% INTERGOVERNMENTAL REV. 784,060 58,441 699,632 89.23% SERVICE FEES 3,023,905 249,677 2,844,785 94.08% FINES AND FORFEITURES 300,000 34,796 359,137 119.71% INTEREST INCOME 3,000 637 5,096 169.88% MISCELLANEOUS INCOME 230,000 7,075 170,707 74.22% OTHER FINANCING SOURCES 2,444,855 0 2,444,855 100.00% B REVENUES 30,374,058 1,053,726 29,739,175 97.91% USE OF FUND BALANCE 1,229,896 NA NA NA C USE OF CARRY-FORWARD FUNDS 67,660 NA NA NA TOTAL REVENUES 31,671,614 NA NA NA GENERAL FUND EXPENDITURE SUMMARY CITY COUNCIL 102,636 6,045 69,425 67.64% CITY MANAGER 809,453 52,289 696,536 86.05% CITY SECRETARY 270,928 16,644 229,102 84.56% CITY ATTORNEY 178,000 5,547 63,597 35.73% FINANCE 993,266 55,012 848,092 85.38% FACILITIES 633,416 33,272 438,066 69.16% MUNICIPAL COURT 353,976 24,646 302,575 85.48% HUMAN RESOURCES 218,850 12,374 198,188 90.56% PURCHASING 94,302 6,279 78,956 83.73% INFORMATION TECHNOLOGY 1,091,937 28,552 844,744 77.36% POLICE 7,348,566 459,317 6,252,193 85.08% FIRE 6,455,247 419,048 5,482,481 84.93% EMERGENCY COMMUNICATIONS 1,269,232 64,968 970,834 76.49% ANIMAL CONTROL 502,491 29,270 377,344 75.09% PLANNING 512,246 28,294 413,155 80.66% BUILDING INSPECTION 555,482 16,025 408,178 73.48% CODE ENFORCEMENT 238,462 14,749 181,751 76.22% STREETS 2,054,727 95,654 1,647,282 80.17% PARKS 1,906,224 146,185 1,354,881 71.08% LIBRARY 1,659,266 108,406 1,399,510 84.35% COMBINED SERVICES 4,534,256 226,581 3,768,356 83.11% TOTAL EXPENDITURES 31,782,963 1,849,157 26,025,246 81.88% REVENUES OVER/(UNDER)EXPENDITURES -111,349 -795,431 3,713,929 16.03% A. Property Tax Collections for FY14-15 as of August 31 are 100.60%, in comparison to FY13-14 for the same time period of 99.52%. B.Other Financing Sources includes the annual transfer from the Utility Fund plus proceeds from the sale of capital assets. C. Use of Fund Balance: For Replacement/New Fleet&Equipment and Transfer to Debt Service. CITY OF WYLIE MONTHLY FINANCIAL REPORT August 31,2015 ANNUAL CURRENT YTD ACTUAL Benchmark BUDGET MONTH ACTUAL YTD ACTUAL AS A PERCENT 91.67% ACCOUNT DESCRIPTION 2014-2015 2014-2015 2014-2015 OF BUDGET UTILITY FUND REVENUES SUMMARY SERVICE FEES 13,545,000 1,323,289 10,603,241 78.28% D INTEREST INCOME 1,400 290 1,980 141.45% MISCELLANEOUS INCOME 45,000 4,484 383,205 851.57% E OTHER FINANCING SOURCES 0 0 0 0.00% REVENUES 13,591,400 1,328,063 10,988,426 80.85% USE OF FUND BALANCE 434,000 NA NA NA F TOTAL REVENUES 14,025,400 NA NA NA UTILITY FUND EXPENDITURE SUMMARY UTILITY ADMINISTRATION 423,987 17,871 248,396 58.59% UTILITIES-WATER 1,688,933 106,980 1,310,144 77.57% CITY ENGINEER 520,614 29,327 351,795 67.57% UTILITIES-SEWER 887,858 57,519 654,910 73.76% UTILITY BILLING 314,218 19,570 243,788 77.59% COMBINED SERVICES 11,191,637 743,740 10,056,540 89.86% TOTAL EXPENDITURES 15,027,247 975,007 12,865,573 85.61% REVENUES OVER/(UNDER)EXPENDITURES -1,001,847 353,056 -1,877,147 -4.77% D. Most Utility Fund Revenue billed in October was applicable to FY 2013-14. E. Miscellaneous Income: Includes a check in the amount of$310,375 from NTMWD to assist with construction of the East Brown Pump Station. F. Use of Fund Balance: For Replacement/New Fleet&Equipment. rof I „,„ ,,,,,t6 , Wylie City Council AGENDA REPORT Meeting Date: September 22, 2015 Item Number: H Department: Fire Department (City Secretary's Use Only) Prepared By: Purchasing Department Account Code: 100-5231-56040 Date Prepared: September 9, 2015 Budgeted Amount: Est. Annual Expend: $15,000 Exhibits: Resolution; Interlocal Agreement Subject Consider and act upon Resolution No. 2015-20(R) of the City Council of the City of Wylie, Texas, approving an annual Interlocal Agreement with renewals between the City of Wylie and Collin County for GIS Services in an estimated annual amount of$15,000; and authorizing the City Manager to execute any necessary documents. Recommendation A motion to approve Resolution No. 2015-20(R) of the City Council of the City of Wylie, Texas, approving an annual Interlocal Agreement with renewals between the City of Wylie and Collin County for GIS Services in an estimated annual amount of$15,000; and authorizing the City Manager to execute any necessary documents. Discussion The City of Wylie is rapidly growing creating an ever changing map base. Without a full-time GIS person constantly updating maps for emergency responses, it is necessary to contract outside the city for these services. Collin County's GIS Department has over 23 years of experience creating, updating and managing spatial information. The City of Wylie and Collin County have had previous Interlocal Agreements (ILA) to provide these services. This resolution is to approve a new annual ILA with renewals in the estimated annual amount of$15,000; which includes projects and annual system maintenance fees. Exact services to be provided each fiscal year will be mutually agreed upon in writing between the City and the County and a defined scope of work will be updated as an amended Exhibit"A"to the ILA. Page 1 of 1 RESOLUTION NO. 2015-20(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE CITY OF WYLIE, TEXAS, TO EXECUTE AN INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF WYLIE AND COLLIN COUNTY FOR GIS SERVICES. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: The City Manager of the City of WYLIE, Texas, is hereby authorized to execute, on behalf of the City Council of the City of WYLIE, Texas, an Interlocal Agreement by and between COLLIN COUNTY and the City of WYLIE, Texas for GIS Services, SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 22nd day of September, 2015. ERIC HOGUE, Mayor ATTEST TO: CAROLE EHRLICH, City Secretary Resolution No.2015-20(R)—Interlocal Agreement for GIS Services between the City of Wylie and Collin County; W2015-80-I Page 1 of 1 AGREEMENT BY AND BETWEEN THE CITY OF WYLIE AND COLLIN COUNTY, TEXAS FOR GIS SERVICES This Interlocal Agreement (the "Agreement") is made and entered into by and between Collin County, a political subdivision of the State of Texas (hereinafter referred to as the "County") and the City of Wylie, Texas, a Texas home rule municipal corporation, (hereinafter referred to as the "City"), to be effective upon October 1, 2014 with approval of the Wylie City Council and subsequent execution of this Agreement by the Wylie City Manager or her duly authorized designee. WHEREAS, both the City and County have the authority to enter into this Agreement pursuant to Chapter 791 of the Texas Government Code and; WHEREAS, it has been determined mutually beneficial to both Parties to execute this agreement which sets forth the parameters under which and; WHEREAS, the County wants to ensure that the City has the most current geographic information at their disposal. NOW, THEREFORE, for and in consideration of the mutual representations, terms and covenants hereinafter set forth, it is understood and agreed by and between the parties hereto as follows: I. Purpose The purpose of this Interlocal Agreement is to set forth the parameters under which the County will provide GIS Services to the City to include creating, managing and mapping specific spatial layers to aid in service to the City constituents. II. Services County will prepare the Wylie Fire Rescue, services as outlined in Exhibit"A" (which will be updated annually). The work listed within the Exhibits provides up to 160 hours of development, management and mapping for the City. All of the work listed will be completed within the term of the Agreement and the City's fiscal budget year. County will maintain and update the data created from this project for the duration of the most current Agreement term. Requests for additional work will be mutually agreed upon in writing by both Parties; and work shall not begin until such written changes to the Agreement are executed by an authorized representative of each Party. Agreement between City of Wylie and Collin County,Texas GIS Mapping Services Page 1 613317.1 III. Effective Date/Term County and City recognizes that this Agreement shall commence upon the effective date of October 1, 2014 and continue in full force and effect for a period of one (1) year (or until termination in accordance with its provisions); and shall renew annually upon written mutual agreement of both Parties. IV. Termination/Breach This Agreement may be terminated by either Party with or without cause upon ninety (90) days written notice to the other Party. Upon termination, County will reimburse any unused maintenance fees paid. The Parties hereto expressly covenant and agree that in the event either party is in default of its obligations herein, the party not in default shall provide to the party in default thirty (30) days written notice to cure said default before exercising any of its rights as provided for in this Agreement. V. Funding County and City herein recognize that the continuation of the Agreement after the close of any given fiscal year of the City of Wylie, which fiscal year ends on September 30th of each year, shall be subject to Wylie City Council approval of funding. In the event that the Wylie City Council does not approve the appropriation of funds for this Agreement, the Agreement shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no further obligations hereunder. VI. Payment Payments hereunder shall be made to County in accordance with Exhibit "A" and the Texas Prompt Payment Act; within thirty (30) days of receiving a correct invoice for the products and services delivered. VII. Warranty County warrants and covenants to the City that all goods and services provided by County, subcontractors, and/or agents under this Agreement shall be free of defects and produced and performed in a skillful and workmanlike manner and shall comply with the specifications for said goods and services as set forth in this Agreement. Agreement between City of Wylie and Collin County,Texas GIS Mapping Services Page 2 613317.1 VIII. Notice Any notice provided or permitted to be given under this Agreement must be in writing and may be served by depositing same in the United States mail, addressed to the party to be notified, postage pre-paid and registered or certified with return receipt requested, or by delivering the same in person to such party via a hand-delivery service, Federal Express or any courier service that provides a return receipt showing the date of actual delivery of same, to the addressee thereof. Notice given in accordance herewith shall be effective upon receipt at the address of the addressee. For purposes of notification, the addresses of the parties shall be as follows: If to County, to: Collin County Attn: Purchasing Agent 2300 Bloomdale, Suite 3160 McKinney, TX 75071 If to City, to: City of Wylie Attn: Glenna Hayes, Purchasing Mgr. 300 Country Club Rd., Bldg 100 Wylie, Texas 75098 Wylie Fire Rescue Attn: Asst. Chief Brandon Blythe 300 Country Club Road Wylie, TX 75098 IX. Liability The Parties to this Agreement and their respective officers, agents and employees shall not be deemed to assume any liability for the acts, omissions and negligence of the other party. X. Amendments This Agreement may be amended from time to time in writing, when mutually agreed upon by both Parties and executed by an authorized representative. XI. Severability In case any one or more of the provisions contained in this Agreement 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 thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Agreement between City of Wylie and Collin County,Texas GIS Mapping Services Page 3 613317.1 XII. Entire Agreement The Agreement documents contain the entire agreement of the parties with respect to the matters contained herein; and supersedes all other negotiations, representations, or agreement, wither written or oral relating to this Agreement. All provisions of the Agreement documents shall be strictly complied with and conformed to by the Parties, and no amendment to the Agreement documents shall be made except upon the written agreement of the parties, which shall not be construed to release either party from any obligation of the Agreement documents except as specifically provided for in such amendment. XIII. Compliance with Applicable Laws Set Forth Herein County shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations including all amendments and revisions thereto, which in any manner affect County or the work. If County observes that the work is at variance therewith, County shall promptly notify City in writing. IVX. Counterparts This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. XV. Venue This Agreement shall be construed under and in accordance with the laws of the State of Texas and venue shall only be in Collin County, Texas. XVI. Binding Effect This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this Agreement. XVII. Authority to Execute 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 Agreement between City of Wylie and Collin County,Texas GIS Mapping Services Page 4 613317.1 The individuals executing this Agreement on behalf of the respective parties below represent to each other and to 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 hereof. XVIII. Assignment County agrees to retain control and to give full attention to the fulfillment of this Agreement, that this Agreement shall not be assigned or sublet without the prior written consent of City, and that no part or feature of the work will be sublet to anyone objectionable to City. County further agrees that the subletting of any portion or feature of the work, or materials required in the performance of this Agreement, shall not relieve County from its full obligations to City as provided by this Agreement. IXX. Sovereign Immunity The parties agree that the City has not waived its sovereign immunity by entering into and performing its obligations under this Agreement. XX. Force Majeure If the performance of any covenant or obligation to be performed hereunder by any party is delayed as a result of circumstances which are beyond the reasonable control of such party (which circumstances may include, without limitation, pending litigation, acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather conditions [such as, by way of illustration and not of limitation, severe rain storms or below freezing temperatures, or tornados] labor action, strikes or similar acts, moratoriums or regulations or actions by governmental authorities), the time for such performance shall be extended by the amount of time of such delay, but no longer than the amount of time reasonably occasioned by the delay. The party claiming delay of performance as a result of any of the foregoing "force majeure" events shall deliver written notice of the commencement of any such delay resulting from such "force majeure" event not later than seven (7) days after the claiming party becomes aware of the same, and if the claiming party fails to so notify the other party of the occurrence of a "force majeure" event causing such delay and the other party shall not otherwise be aware of such "force majeure" event, the claiming party shall not be entitled to avail itself of the provisions for the extension of performance contained in this subsection. Agreement between City of Wylie and Collin County,Texas GIS Mapping Services Page 5 613317.1 IN WITNESS,WHEREOF, we, the contracting parties, by our duly authorized agents, hereto affix our signatures and seals as of the date listed above. CITY OF WYLIE, TEXAS a Texas municipality By: Mindy Manson, City Manager COLLIN COUNTY: A Political Subdivision of the State of Texas By: Printed Name, Title Agreement between City of Wylie and Collin County,Texas GIS Mapping Services Page 6 613317.1 STATE OF TEXAS § § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared Mindy Manson, known to me to be one of the persons whose names are subscribed to the foregoing instrument; she acknowledged to me she is the duly authorized representative for the City of Wylie, Texas and she executed said instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2015. Notary Public in and for the State of Texas My Commission Expires: STATE OF TEXAS § § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be one of the persons whose names are subscribed to the foregoing instrument; he acknowledged to me he is the duly authorized representative for Collin County, Texas, and said person executed said instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2015. Notary Public in and for the State of Texas My Commission Expires: Agreement between City of Wylie and Collin County,Texas GIS Mapping Services Page 7 613317.1 EXHIBIT 'A' Services and Fees Effective 10/1/2014 2015 SERVICES: • District 4: 100 hours $5,000.00 o Develop scenarios for a new district o Develop Final presentation for District 4 o Add District 4 to the map products • Geocode All Calls: 60 hours $3,000.00 o Geocode all data provide by Wylie FD o Add data to new call boxes o Demonstrate various ways to display ANNUAL MAINTENANCE —Option A $7,000.00 As detailed in Exhibit"A-1"; to include the following: o Twelve (12) months of data updates o Storage of data o Web Access and design along with a routine backup and recovery strategy for the work above o Software upgrades o Web upgrades o Map Book and Wall Map Updates o Additional Training o Mapping (includes annual sex offender buffer map, 10 wall maps, 10 smaller maps and map books) City will provide to County the information needed to perform the work. Agreement between City of Wylie and Collin County,Texas GIS Mapping Services Page 8 613317.1 Wylie City Council � b rrnwr�im i�v�,� �`r�"�, AGENDA REPORT � rei Y"Y,MY Iea..W°�.wlb Meeting Date: September 22, 2015 Item Number: 1 Department: Planning (City Secretary's Use Only) Prepared By: Renae' 011ie Account Code: Date Prepared: September 16,2015 Budgeted Amount: Exhibits: 5 Subject Hold a Public Hearing and consider, and act upon a change in zoning from Commercial Corridor (CC) to Planned Development—Light Industrial District(PD-LI) to allow Light industrial uses; on approximately 2 acres generally located west of Commerce Street and south of Business Way(710 Business Way). ZC 2015-10 Recommendation Motion to approve a change in zoning from Commercial Corridor (CC) to Planned Development — Light Industrial District (PD-LI) to allow Light industrial uses; on approximately 2 acres generally located west of Commerce Street and south of Business Way(710 Business Way). ZC 2015-10 Discussion Owner: Td Linduff Real Estate,LP Applicant: Wylie Economic Development Corporation The applicant is requesting to amend the zoning on approximately 2 acres of commercially zoned land to allow limited light industrial uses and to establish guidelines for such development. The guidelines as described in Exhibit B outline the conditions and uses of the proposed ordinance. The proposed tenant will occupy an existing facility with minor modifications to the interior of the building and some site work to include new concrete areas. Conditions of the PD allow a rear yard setback of 20 feet as opposed to the current zoning requirement of 25 feet. In addition, accessory outside storage will be allowed in designated places as shown on a staff approved revised site plan. Currently the landscaped areas are not irrigated. The applicant is requesting that no irrigation is required and that the existing landscaped/grassy areas are allowed to remain as is. Special Conditions of the PD prohibit certain uses typically allowed within the LI District by the current Zoning Ordinance. Animal Boarding without outside pens, automobile rental,mini-warehouse, and outside storage are prohibited, while contractor's maintenance yard requires an SUP. The subject area has undergone several zoning changes throughout the years. It was originally platted in 1997 under Industrial zoning and then rezoned for Commercial Corridor in 2001. However, the area has remained as light industrial type uses. Therefore the request to rezone back to its original zoning to support how the area has been developed and maintained. (Rev 01/2014) Page 1 of 2 Page 2 of 2 Notification/Responses: Eleven (11) notifications were mailed; with zero (0) written response returned favoring the request and one (1)response opposing the request at the time of posting. PLANNING& ZONING COMMISSION DISCUSSION: The Commission discussed the outside storage areas and if it would be enclosed or not. WEDC representative stated that it is an impervious surface and not enclosed, and aluminum billets would be stored on the pad. The Planning and Zoning Commission voted 5-0 to recommend approval. EXHIBIT "B" CONDITIONS FOR PLANNED DEVELOPMENT ZONING CASE No. 2015-10 I. GENERAL CONDITIONS: 1. This Planned Development District shall not affect any regulations within the Code of Ordinances, except as specifically provided herein. 2. All regulations of the Light Industrial District (LI) set forth in Article 4, Section 4.2 of the Comprehensive Zoning Ordinance (adopted as of May 2011) are hereby replaced with the following: Figure 4-5—Light Industrial District(LI) Height Height of Main Structure (feet) 50 Number of Stories 4 Residential Proximity 3 : 1 slope from residential lot line Building Placement and Coverage Front Yard Setback(feet) 25 Side Yard Setback(feet) 10 Rear Yard Setback(feet) 20 Lot Coverage 50 % Buffering and Screening Service and Loading Areas May face a public street or adjacent residential uses II. SPECIAL CONDITIONS: 1. The following uses as defined in the current Comprehensive Zoning Ordinance shall be permitted by Specific Use Permit only on the subject property: a. Contractor's Maintenance Yard with accessory outside storage (Retail, Personnel Service & Commercial or Wholesale, Distribution & Storage) b. Outside Storage as a primary use. 2. Light Assembly (Miniature Extrusion) uses to include the process of hydraulically pushing material through an aperture at elevated temperatures are permitted by right. 3. The following uses as defined in the current Comprehensive Zoning Ordinance shall be prohibited on the subject property: a. Animal Boarding/Kennel without Outside Pens b. Hotel/Motel c. Financial Institution (with or without drive-thru, Alternative) d. Automobile Rental e. Body Art Studio f. Equipment Rental g. Food Processing h. Motor Vehicle Fueling Station i. Pawn Shop j. Truck Machinery & Heavy Equipment Sales, Service or Repair k. Water Treatment Plant, Reservoir or Water Storage 1. Industrial (Outside) m. Mini-warehouse (Self-storage) n. Recycling Collection Center 4. The subject property shall be in conformance with all regulations of the Light Industrial Zoning District set forth in Section 4.2, Section 4.3, and Section 5.2 of the current Zoning Ordinance (and as amended)in every respect with exception to the uses indicated in Section II.1 and 11.2 above. 5. A Site Plan shall be submitted to reflect any accessory outside storage areas. 6. Existing unirrigated natural/landscaped areas shall remain in accordance with Site Plan. 7. Security screening (slats or other material) shall be allowed to screen outside storage areas. . . . LOL2R,BLO,CRK 1 .••1 . 11 LOZ,4,BLOCK I „ , i..... LOT OR,BLOCK 1 < ...au E Rat ER auravatErt . t . „ Ca.7,Par 572 : ---'-, I \ .—J—-- .--- — .1 _. I a. 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Y ... � :tltuvrW pri- � r 11 '''' � a , 1 , , -, 4,, � rGaxnawu Si " I &01 ¢uu `rW cr—u,-,-- , , 1 , , ......., 41 1 rul — •, r, „ u I I ux 1 ' ,,,,,.,. , „.„„ , I, , ,•-,\IN li lir - 1 1 , , , ) Y 'I „.., 1 i 1 - 1 , , „,,,,-, , 1 _ _ ________ _ _ _ _ _ _ _ _ _ _ __ , „_. _ _______ , I / r t r 1 I I Y 1.9 ru, 44 X ,U" I 'µ Y t X I 1 VI ti, 11 I " 11 I Y x I W. , , j ..w im I 1 ! to , ,i ^ 1' Bar 11 , M t y kt ! �t yl I /' I 41, I M J I 1 °' ,,,"� "w,,,,, 44 m„ 7, Y-i 1'111111irrTi LOCATION MAP ZONINGCASE # 151 NOTIFICATION REPORT APPLICANT: Sam Satterwhite with WEDC APPLICATION FILE #2015-10 250 SH 78 Wylie,Texas 75098 # BLK/ABST LOT/TRACT TAX I.D.# PROPERTY OWNER NAME ADDRESS Applicant Sam Satterwinte 250 SH 78 North 1 Wylie Economic DvImt. Corp. Wylie,Texas 75098 544 Industrial Park 2040 Broken Lance Lane 2 Blk 1 Lot 1 R-2000-001-0010-t TD L ndu!Real Estate,LP Rockwall_Texas 75032 544 Industrial Park 703 Business Way 3 Blk 1 Lot2R R-2000-001-002R-1 3;1,Corporation Wylie,Texas 75098 544 Industrial Park 703 Business Way 4 Blk 1 Lot 4 R-2000-001-0040--1 3XL Corporation Wylie,Texas 75098 X 5 Blk 1 544 Industrial Park 109 Spring Grove Drive Lot 5R R-2000-001-005R-1 Camrose Group.LLC Waxahachie_Texas 75165 544 Industrial Park 2040 Broken Lance Lane 6 Blk 1 Lot 1OR R-2000-001-616R-1 TD LindulTReal Estate,LP Rockwall,Texas 75032 544 Industrial Park 1109 Regal Drive 7 Blk 1 Lot 11 R-2000-001-0110-1 Jesus Miranda Garland,Texas 75040 544 Industrial Park Christ Covenant Reformed t 702 Business Way 8 Blk 1 Lot 12 R-2000-001-0120-1 Presbyterian Church Wylie.Texas 75098 544 Industrial Park PO Box 667180 9 Blk 2 Lot IA R-2000-002-0010-1 United States Postal Service Dallas,Texas 75266 544 Industrial Park 7015 Falcon Loop 10 Blk 2 Lot 1D R-2000-002-001D-1 Tides Incorporated„LLC Sanger,Texas 76266-2931 33I N.Main Street 11 Abst 266 Tract 26 R-6266-000-0260-1 Redi-Mix_LLC Euless,Texas 76039 12 13 14 15 16 17 18 41.0 I , „ , ..-.....-....-a-." 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(i) ;74„,,,xy,t),A4„,/4„,) ),o*/,4//,/; ,,,,v CD m,A:,34,6f44, /,,,,/,, i::,„,,,& _ _ :,17'f,1.ne /) wi5/04%Rivn,m,,,,,,,z„nN1 !we*,l&vii0n,, tniwk,*/1i,n„,,„ 1 gc:'''Vg;'9k,n;A4044„,„,v n,. „ /, „4,,,,*(,,,y-, n/n',%>lni,,,,ii4i00.440A;tai ,l4--,-.4;zna,-„,,,ge:n* ; ,: 4,,,,Ar.,*t71, '' ' C...) ,,,,'-',;;,,,;,,,,ry;ivr!91",','""Oi%0001dit,%A21Z-;xd'A'""0, 2"%0Wfirr"4., ir , ,__ 1 ...- /.*"ota4,64fVe5f$1006, 7 , ,.., , 4 ,WAtiOR,SgagAliClig2„;a4'*MV/a t1 ,27.0;t5na, ' Al ,,5''/F4gaftA%A v,rmyor,v/.....t,*magi,„;),'),,e))0g),),,,,esi-),),)), . , (t) "fg)kw -4rl,--4i,9tgtttf),,*t,LNK;ggllr.g'MplgijgqkpitMfarsO' $4,41;tikAA), ) ! , i [ 1 . 'FM 544 „, . . , .,...... ,. _„............._„........_____ ,,.........._ '"- "i/ (L-I„.41,„„.1((,_ , 1 ,,,•,, , / if I I / =-.... 00 / / OWNER NOTIFICATION MAP . 0# 15_ 10 CASE -- 2 zoNING PUBLIC COMMENT FORM (Please type or use black Ink) Department of Planning 300 Country Club Road Building 100 Wylie,Texas 75098 I am FOR the requested zoning as explained on the attached public notice for Zoning Case#2015-10. I am AGAINST the requested zoning as explained on the attached public notice for Zoning Case#2015-10. Date,Location&Time of Planning&Zoning Commission meeting: Tuesday,September 15,2015,6:00 pm Municipal Complex,300 Country Club Road,Building 100,Wylie,Texas Date,Location&Time of City Council meeting: Tuesday,September 22,2015,6:00 pm Municipal Complex,300 Country Club Road,Building 100, Wylie,Texas Name: \ \ S CikfC 0 LA—) C � rrl rQ ssz �(o J(j /�1.L (please print) � v Address: 1 0 -( 1 �)S \�r1 A S S �q - W lS T . Signature: ��_ Date: 0 cal ( C COMMENTS: Qil0 1)./ ' 0 DQ`iD.'sa-.) t"i t Wylie City Council AGENDA REPORT Meeting Date: September 22, 2015 Item Number: 2 Department: Engineering (City Secretary's Use Only) Prepared By: Engineering Account Code: N/A Date Prepared: September 11, 2015 Budgeted Amount: N/A Exhibits: Subject Consider, and act upon a screening wall on the north side of Stone Rd, east of Akin Rd. Recommendation Motion to approve a screening wall on the north side of Stone Rd, east of Akin Rd. Discussion A living screen existed south of the alley along Candlewood Court prior to the Stone Road reconstruction. The screening was removed due to utility relocations, roadway construction, and sidewalk construction. Residents adjacent to the alley have requested that a screen wall be constructed in this area. The length of the screen wall along the alley is approximately 330'. Cost range from $35/foot for a board on board fence with metal post to $100/foot for a masonry wall. 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I , :I�N�I ' . N II 'il „IIII„ I, h Y „ h �fo(II I IvII'.I I. Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: 9-22-15 Item Number: 3 Department: WEDC (City Secretary's Use Only) Prepared By: Sam Satterwhite Account Code: Date Prepared: 9-14-15 Budgeted Amount: Exhibits: 2 Subject Consider, and act upon, Resolution No. 2015-21(R) authorizing and approving WEDC Resolution 2015-02 (R) adopted by the Board of Directors of the Wylie Economic Development Corporation authorizing one or more loans in the aggregate amount of $1,685,000 from The American National Bank of Texas and pledging the 1/2 cent sales tax for economic development as collateral to secure the repayment of said loan(s). Recommendation WEDC staff recommends that the Wylie City Council approve Resolution No. 2015-21(R) authorizing and approving WEDC Resolution 2015-02 (R) adopted by the Board of Directors of the Wylie Economic Development Corporation authorizing one or more loans in the aggregate amount of $1,685,000 from The American National Bank of Texas and pledging the 1/2 cent sales tax for economic development as collateral to secure the repayment of said loan(s). Discussion The WEDC Board of Directors will be meeting to consider approval of the attached Resolution on September 21, 2015 which authorizes the borrowing of$1,685,000 from The American National Bank of Texas and the pledging of the WEDC 1/2 cent sales tax for economic development as collateral for the repayment of the same. The loan proceeds will be used to fund the purchase of two properties in Wylie with the first property located at 398 Highway 78 and the second property at 710 Business Way. The 398 Highway 78 property is currently owned by Joe and Barbara Edge and comprised of approximately 1.23 acres. The Edge's family business, Mann Made, Inc., operates out of the ±15,000 square foot building located on the site. Adjacent to the south of the site is a 1.25 acre industrial property and to the north are four industrial properties totaling approximately 2.19 acres all owned by the Wylie EDC. Combined with the Edge property a cumulative 4.67 acres will be assembled and marketed for commercial development. The 710 Business Way property has an area of approximately 2.1 acres with a 15,000 square foot industrial building located onsite. Following acquisition of the property, the WEDC will convey the same to Mann Made and relocate all personal property from their current location on Highway 78 to Business Way. Certain improvements will also have to be made to the Business Way property to accommodate Mann Made business operations which the WEDC will be financially responsible for completing. The Edge acquisition culminates a nine year redevelopment effort by the WEDC. Including the Business Way property, Mann Made remodeling &moving costs, and the previously purchased five properties and eight buildings, the WEDC will have expended $4.5 mm. Based upon market research, the WEDC projects that the sale of the assembled property combined with the lease income generated over the last nine years will offset a majority, if not all, of the WEDC investment to date. Page 1 RESOLUTION NO. 2015-21(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, COLLIN COUNTY, TEXAS, AUTHORIZING AND APPROVING A CERTAIN RESOLUTION OF THE WYLIE ECONOMIC DEVELOPMENT CORPORATION. WHEREAS, the Wylie Economic Development Corporation was established by ordinance of the Wylie City Council subsequent to an election to impose and assess a one-half cent sales tax for economic development within the City of Wylie; WHEREAS, one of the purposes for which the Wylie Economic Development Corporation was established is to provide for the creation of jobs and increase the tax base of the City of Wylie; WHEREAS, the Board of Directors of the Wylie Economic Development Corporation intends to recruit companies which will provide jobs and increase the tax base by implementing qualified projects; WHEREAS,the Board of Directors of the Wylie Economic Development Corporation has duly adopted a Resolution that approves one or more loans from The American National Bank of Texas in an aggregate amount of$1,685,000.00 to assist the financing of qualified projects; and WHEREAS, Section 501.204(a) of the Texas Local Government Code, as amended, ("the Act") requires that the governing body of the City of Wylie approve the resolution of the Wylie Economic Development Corporation providing for the approval of the loan no more than sixty (60) days prior to the execution and delivery of the documents evidencing such debt. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, COLLIN COUNTY, TEXAS, THAT: Section 1. The Wylie City Council approves the resolution(s) adopted by the Board of Directors of the Wylie Economic Development Corporation on the day of , 2015 authorizing one or more loans in an aggregate amount of$1,685,000.00 from The American National Bank of Texas and pledging the 1/2 cent sales tax for economic development as collateral to secure the repayment of loan(s). Section 2. This resolution was approved by the Wylie City Council at a council meeting duly posted in accordance with the Texas Open Meeting Act and at which a quorum was present and voting. Resolution No.2015-21(R) Approving EDC$1,685,000.00 Loan Page 1 ADOPTED by the Wylie City Council on the 22nd day of September, 2015. APPROVED: Eric Hogue, Mayor ATTEST: Carole Ehrlich, City Secretary Resolution No.2015-21(R) Approving EDC$1,685,000.00 Loan Page 2 RESOLUTION NO. 2015-02(R) RESOLUTION APPROVING A PROGRAM AND THE EXPENDITURE OF FUNDS BY THE WYLIE ECONOMIC DEVELOPMENT CORPORATION AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT. WHEREAS, the Wylie Economic Development Corporation (the "Corporation") has been incorporated and exists and operates as a duly constituted authority and instrumentality of the City of Wylie, (the "City"), pursuant to Chapter 501 of the Texas Local Government Code (the "Development Corporation Act" or"Act"), and governed as a Type A Corporation under the Act and Chapter 501 and 504 of the Texas Local Government Code, is qualified to do business, and in good standing; and WHEREAS, no proceedings for forfeiture of the certificate of incorporation or for voluntary or involuntary dissolution of the Corporation are pending; and WHEREAS, neither the articles of incorporation nor the bylaws of the Corporation limit the Board of Directors to adopt this Resolution; and WHEREAS, the City which is the authorizing unit for the Corporation, as required by Chapter 501 of the Texas Local Government Code, must authorize said program and expenditure of the Corporation; and WHEREAS, the Wylie Economic Development Corporation Board of Directors finds and determines that it is appropriate to approve the Project as an authorized program and expenditure of the Corporation; and WHEREAS, the Corporation approves the terms and conditions of the Loan Documents, including but not limited to, a Promissory Note and Security Agreement in order to borrow the sum of$1,685,000 from The American National Bank of Texas to fund a portion of the purchase price for land and improvements located at 398 S. Highway 78, Wylie, Texas and 710 Business Way, Wylie, Texas (the -Project"); and WHEREAS, that as security for the $1,685,000 loan from The American National Bank that the Corporation Pledge the use and sales tax revenues it receives from the City of Wylie; and WHEREAS, the President, Marvin Fuller, is hereby authorized in the name of this Corporation and as its own act to execute the Promissory Note and all other documents necessary to borrow $1,685,000 from The American National Bank of Texas to the Corporation and to pledge the Corporation's sales and use tax receipts as security for such Note; and WHEREAS, the Secretary of the Corporation is directed to certify the minutes of this meeting and the contents of these resolutions and to deliver the certification in support of the authority of the Director named above to act on behalf of this Corporation. NOW, THEREFORE, BE IT RESOLVED BY THE WYLIE ECONOMIC DEVELOPMENT CORPORTION BOARD OF DIRECTORS: SECTION 1: The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. [he undertaking of the Projects and the expenditure and pledging of funds of the Corporation in connection therewith are hereby approved. SECTION 2: This Resolution shall take effect immediately upon its passage. DULY PASSED AND APPROVED by the Board of Directors of the Wylie Economic Development Corporation on this 21st day of September, 2015. vld 79 Ji Marvin Fuller, President ATTEST TO: John Ye r, WEDC Secretary Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: 9-22-15 Item Number: 4 Department: WEDC (City Secretary's Use Only) Prepared By: Sam Satterwhite Account Code: Date Prepared: 9-14-15 Budgeted Amount: Exhibits: 1 Subject Accept and place on file a Performance Agreement between the Wylie Economic Development Corporation and Mann Made, Inc.—II. Recommendation WEDC staff recommends that the Wylie City Council accept and place on file a Performance Agreement between the Wylie Economic Development Corporation and Mann Made, Inc.—II. Discussion Attached for the Council's review is a Performance Agreement between Mann Made, Inc. and the Wylie Economic Development Corporation (WEDC). As an inducement to sell to the WEDC property owned by Joe & Barbara Edge located at 398 Highway 78, the WEDC will be conveying real property and improvements located at 710 Business Way, Wylie, Texas to Mann Made, Inc. —II, making certain modifications to said property so that Mann Made may continue to operate its miniature extrusion business, and fund expenses necessary for Mann Made to relocate all personal property from its current Highway 78 location to the aforementioned property on Business Way. It has been estimated that the modification to 710 Business Way will be $549,450 and the relocation expenses $171,000. The WEDC Board of Directors will be meeting on 9-21-15 to consider and act upon all issues surrounding the Performance Agreement. As detailed within the Performance Agreement, Mann Made will be required to maintain a minimum payroll and employment level, maintain its principal place of business in Wylie, vacate the Highway 78 property within 7 months of the effective date of this Agreement, and become operational at 710 Business Way as evidenced by the extrusion of an aluminum billet. Should Mann Made default in its obligations to the WEDC a penalty of$155,000 will be assessed. The penalty amount was arrived at by calculating the difference between the existing market value of WEDC properties on Highway 78 'as is' versus the enhanced value following the acquisition of the Edge property with the tracts adjoined and fully assembled. Based upon Letters of Intent received by the WEDC, it has been determined that the value of existing WEDC properties will be increased by 53% with the acquisition of the Edge property. That dollar value is in turn compared against the total incentive being provided to Mann Made in the form of real property, moving costs, and remodeling costs to develop the $155,000 penalty. Page 1 Performance Agreement between Wylie Economic Development Corporation and Mann Made,Inc. -II This PERFORMANCE AGREEMENT(the"Agreement")is entered into as of the_day of 2015, by and between the Wylie Economic Development Corporation, a Texas corporation ("WEDC") and Mann Made,Inc. -II, a Texas corporation ("Company"). RECITALS: WHEREAS, WEDC is purchasing from Joe and Barbara Edge("Edge"),the owners of the Company, 1.230 acres of property, more or less, situated in the City of Wylie, Texas (the "City"), which real property is more particularly described in Exhibit A, attached hereto and incorporated herein by this reference(the"Edge Property"),pursuant to the terms of that certain Real Estate Sales Contract by and between WEDC and Edge (the "Edge Contract"); WHEREAS,as part of the consideration for the acquisition of the Edge Property,and as an economic incentive to the Company to retain its business operations in the City,WEDC is conveying to Edge, and upon such conveyance Edge will then lease to the Company, 2.107 acres of property, more or less,situated in the City of Wylie,Texas(the"City"),pursuant to the terms of a Real Estate Sales Contract by and between WEDC, as seller, and Edge, as purchaser (the "Mann Made Contract"), which real property is more particularly described in Exhibit B, attached hereto and incorporated herein by this reference (the "Property"); WHEREAS, pursuant to the terms of the Mann Made Contract, WEDC is constructing certain improvements to the Property; WHEREAS,Company intends to relocate its business to the Property and will occupy one or more buildings and other improvements on the Property consisting of its corporate office and a manufacturing/assembly facility of not less than 15,000 square feet(the"Improvements"); WHEREAS,Company has requested that the WEDC convey the Property to Edge as part of the consideration for the Edge Property, and construct the Improvements as a form of economic assistance and provide additional economic assistance to offset the cost of relocating the Company facility within the City; and 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,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: Performance Agreement Between Wylie Economic Development Corporation and Maim Made,Inc.-II,a Texas corporation—Page 1 #675672v2 1. Project Subject of Agreement. WEDC shall convey the Property to Edge pursuant to the terms of the Mann Made Contract, which Edge will then lease to the Company. WEDC shall further construct the Improvements according to plans and specifications approved by the City on the Property,according to its rules and regulations(the"Project"). WEDC shall commence construction of the Project within fifteen (15) days after the closing of the sale of the Property from WEDC to Edge. Upon completion of the Project, a Certificate of Occupancy("CO") shall be issued for the Project. Completion of the Project shall be a precondition to Company's requirements hereunder. 2. Economic Assistance. Subject to the terms of this Agreement, the WEDC will provide to Company economic assistance as follows: (1) payment of One Hundred Sixty-Six Thousand and No/100 Dollars($166,000.00)directly to Able Machinery Movers Inc.pursuant to the quote attached hereto as Exhibit C(the"Moving Quote"),to cover Company's relocation expenses; (2) payment of Five Thousand and No/100 Dollars ($5,000.00) to the Company, which shall be allocated to moving expenses not covered by the Moving Quote that the Company expends in relocating its equipment and inventory from the Edge Property to the Property;and(3)construction of the Improvements at WEDC's sole cost and expense,the total estimated value of which is Five Hundred Forty-Nine Thousand Four Hundred Fifty and No/100 Dollars ($549,450.00), as more particularly set forth on the attached Exhibit D (the"Cost Estimate"). The Company shall not be required to reimburse WEDC for the value of the economic assistance set forth herein so long as the Company complies with the requirements set forth in this Agreement. Notwithstanding the foregoing,upon the failure of the Company to comply with any of the requirements set forth herein, the Company shall pay to WEDC the Liquidated Damages as defined herein. 3. Criteria to Qualify for Economic Assistance. To qualify for the Economic Assistance, all of the following criteria must be satisfied: (a) Company shall ensure that the Edge Property is sold to the WEDC pursuant to the terms of the Edge Contract. (b) Company shall maintain its Texas principal place of business in the City until the date a CO is issued by the City for the Property,which shall be operated as an on-going business until the CO is issued,as evidenced by Company's weekly payment of payroll taxes, in the amounts required by law. (c) Company shall employ at least five(5)Full-Time Employees(defined below) at its principal place of business until the date a CO is issued by the City,with the cumulative weekly payroll for such employees to be not less than One Thousand Seven Hundred Sixty and No/100 Dollars ($1,760.00)per week. (d) Company shall ensure that the Edge Property has been completely vacated within seven(7)months after the closing of the Edge Contract,subject to extensions of time based on unforeseeable delays to the construction of the Improvements by WEDC and unforeseeable delays relating to the Company's relocation that are not caused by the Company. Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc,-II,a Texas corporation—Page 2 #675672v2 (e) An Extrusion Press shall become operational at the Property within One(1) month after the relocation is complete. An Extrusion Press shall be deemed operational upon the extrusion of a billet. (f) Company shall not open or operate, or provide any consultation services regarding the opening or operation of,any third party miniature extrusion business during the term of this Agreement. (g) Company shall pay all property taxes affecting the Property 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. 4. Payment of Economic Assistance. Upon the satisfaction by Company of all of the requirements set forth herein, and for the time periods set forth herein, this Agreement shall terminate, and neither party shall have any further obligations to the other party under this Agreement. 5. Event of Default by Company. In the event of any failure by Company to satisfy the requirements set forth in the Agreement(a"Default"), 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,the Agreement shall become null and void and Company shall pay to WEDC an amount equal to One Hundred Fifty-Five Thousand And No/100 Dollars($155,000.00)as liquidated damages(the"Liquidated Damages")for Company's failure to abide by this Agreement. 6. Miscellaneous. (a) This Agreement may not be assigned by Company without the prior written consent of the WEDC, which consent shall be within the sole discretion of the 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 ofthe 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. (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 Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 3 #675672v2 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 the Mann Made,Inc.- II at P. O. Box 617, Wylie, Texas 75098, 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 invalid, 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. (m) The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc,-II,a Texas corporation—Page 4 #675672v2 (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,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] Knformance iAgrco mont Ihetwcen WSln:I'scononn t[)evelopam+nr. Corpooanorn and Mann Mack.,Inc -ll,en"Texas csrolaoraInnn- #6756>720 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. THE WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas corporation By: Marvin Fuller, President Date of Execution: MANN MADE, INC. - II, a Texas corporation By: Name: Title: Date of Execution: Performance Agreement Between Wylie Economic Development Corpoialion and Mann Made,Inc -11,a Tcas eta poi at ion—Page 6 #675672v2 EXHIBIT A The Edge Property Being a tract of land in the S. B. Shelby Survey, Abstract No. 820, Collin County, Texas and being a portion of the land described in a deed to Mary Genene Hughes, recorded in Volume 3997, Page 0865, Deed Records of Coffin County,Texas(DRCCT)and being a portion of the land described in a deed to Collin County as recorded in Volume 4980, Page 2156, Deed Records of Collin County, Texas and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod set with a red plastic cap stamped W.A,1. in the southerly right of way of the St. Louis Southwestern Railroad (100 foot right of way) and the most northwestern corner a tract of land described in a deed as Lot 7, Railroad Industrial Park, Cabinet C, Page 748, DRCCT; THENCE, South 36 degrees 38 minutes 01 seconds East, a distance of 292,72 feet to a 1/2 inch iron rod set with a plastic cap stamped with W.A.1. for corner; THENCE,South 52 degrees 51 minutes 16 seconds West, a distance of 176.96 feet to a 1/2 inch iron rod set with a plastic red cap stamped with W.A.I. for comer; THENCE, North 37 degrees 07 minutes 11 seconds West, a distance of 311.36 feet to a 1/2 inch iron rod set with a plastic red cap stamped with W.A.1. for the beginning of a curve to the left with a radius of 1906.58 feet, with a chord bearing of North 58 degrees 47 minutes 20 seconds East, and a chord length of 180.40 feet; THENCE, along the southerly line of Si. Louis Railroad,continuing said curve to the left through a central angle of 05 degrees 25 minutes 24 seconds and an arc length of 180.47 feet to POINT OF BEGINNING; Containing within these metes and bounds 1.230 acres and 53,579 square feet of land, more or less, Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc -II,a Texas corporation—Page 7 #675672v2 EXHIBIT B The Property Lot OR Block I of 544 Industrial Park, an addition to the City of Wylie, Collin County, Texas,. according to the plat thereof recorded in Volume K,.Page 73„ Map Records,Collin County, Texas, together with Ratification of Plat recorded. in Volume 4064, Page 1408, Real .Property Records„ Collin County, Texas. rerfOrrnancc Aveernerit Berwom lExonomIc Mvolopment Corporation Mil Warn Mader,, -Ii,a Toxas corporation—Pap 8 0167,5672v2 EXHIBIT C The Moving Quote [SEE ATTACHED] Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 9 #675672v2 MACHINRRY DALLAS HOUSTON 600 Westport Parkway 10835 Bammel North Grapevine,TX 76051 Houston Road T: 817-410-8881 Houston,TX 77086 F: 817-424-4281 T:713-460-2253 F: 713-466-5779 August 20,2015 Mr. Samuel D.R. Satterwhite Wylie Economic Development Corporation 250 South Hwy 78 Wylie, TX 75098 Dear Mr. Satterwhite, Thank you for the opportunity to submit our proposal for your upcoming project at Mann Made Inc in Wylie TX. We propose to furnish the necessary skilled labor and equipment to perform the following tasks: • Remove&Relocate extrusion line A from existing building to new building&set in place. • Remove&Relocate extrusion line B from existing building to the new building&set in place. • Remove&Relocate Age oven from existing building to the new building&set in place. • Remove&Relocate all machines that cannot be handled by Mann Made Inc from existing building production area to the new location,set in place, and level. • Remove&Relocate all equipment&material that from outside yard that cannot be handled by Mann Made Inc to the new location&set in place. • Remove&Relocate(2)air compressors from existing building to the new building&set in place. Our price to perform the above mentioned task is$166,000.00. Our above mentioned estimates are based on the following assumptions: Extrusion Lines A&B 1. All work is to be performed during the regular work week. 2. Others will provide a clear path of movement for all equipment to be moved. 3. All main services electrical,water, air,gas are to be disconnected by others as well as the reconnection. 4. All equipment is to be set in the same configuration as it is currently in. 5. We have not included the costs of any safety upgrades,retrofits, and roof penetrations. 6. We will remove all ducting to the first joint bellow the roof 7. We have not included any clean up or repairs to the existing facility. Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc -II,a Texas corporation—Page 10 #675672v2 8. If any factory technicians are required for ant disassembly or reassembly they will be provided by others. 9. We have not included the costs for any start-up, or testing. 10. Any changes,delays, or unscheduled work will result in added charges based on our prevailing time&material rates. Age Oven 1. All work will be performed during the regular work week. 2. Others will provide a clear path of movement for all equipment to be moved. 3. All main services running to oven electrical,air,water, gas, is to be disconnected by others as well as the reconnection. 4. We have not included the cost for any safety upgrades,retrofits to this equipment. 5. We will disconnect the ducting at the first joint below the roof. 6. We have not included the cost for any roof penetrations,or stack removal. 7. We have not included the costs for any clean up or repairs to the existing facility. 8. We have not included the costs for any start-up,or testing. 9. Any changes,delays,or unscheduled work will result in added charges based on our prevailing time&material rates. Machinery in production area 1. All work is to be performed during the regular work week. 2. Others are responsible for the electrical disconnection as well as the reconnection to all equipment being moved. 3. Others are responsible for placing the machining heads onto blocking for transportation before electrical is disconnected. 4. Others are responsible for providing a clear path of movement for all equipment to be moved, loaded,unloaded, and set in place. 5. All equipment shall be set in the same configuration as it is currently in. 6. Others are responsible for the draining g of all fluids prior to equipment being moved. 7. All equipment shall be leveled utilizing"98"machining levels. 8. We will anchor all equipment that is currently anchored. 9. Any Changes,delays, or unscheduled work will result in added charges based on our prevailing time&material rates. Outside Yard 1. All work will be performed during the regular work week. 2. All equipment shall be set in the same configuration it is currently in. 3. We will anchor all equipment that is currently anchored. 4. We have not included the costs of moving any work in progress or any finished goods. 5. Any changes,delays or unscheduled work will result in added charges based on our prevailing time&material rates. Air Compressors Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 11 #675672v2 1. All work will be performed during the regular work week. 2. All main services electrical,water,and gas shall be disconnected by others as well as the reconnection. 3. Others will be responsible for providing a clear path of movement for all equipment to be moved. 4. Any changes delays or unscheduled work will result in added charges based on our prevailing time &material rates. Once again Sam,thank you for the opportunity to look at this project. I hope our above mentioned proposal meets your approval. I look forward to working on this project together, and if I can be of any service at all please don't hesitate to call. Sincerely, Donny ChaVeltiel Sales/Es iinunor Able Machinery Movers Inc Cell(972)877-3381 Office(817)410-8881 Fax(8/7)424-4281 Email-dchavonel@obleinincoin Performance Agteement Lietween Wylie R(morn lc Development Corporation and Mann Made,Inc.-IL a rens corperation—Page 12 Or575672V2 EXHIBIT D The Cost Estimate [SEE ATTACHED] Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 13 #675672v2 EDC Mann Made Constrution Budget 710 Business way 0 l mil .01 co Vo"00 ail i i 1 $ 29,050.00 $ 1.94 6% � 0 II h b ��; Sao my �odw��rit .si �l�h $ 26,000.00 $ 1.73 5% u iiii1 �1 II i $ 5,000.00 $ 0.33 1% a 11 $ 67,000.00 $ 4.47 13% �� loll ' ti 1 �. . ' $ 16,000.00 $ 0.80 3% 101N000100001 "00 vo $ 19,000.00 $ 1.27 4% i I ovi $ 4,500.00 $ 0.30 1% 'gip 0"sir g ® 7,000.00 $ 0.35 1% 100000 �6 � �1 �i�1u ��I 'Kill �,,f �"'�� a loll 11 W" $ 17,000.00 $ 1.13 3% 01 ; II 110011 $ 34,700.00 $ 2.31 7% r , q $ 3,500.00 $ 0.23 1% $ 94,000.00 $ 6.27 18% 1101 �u �,m tl1 ,ii,u� 100 mo ��1 �� $ 186,000.00 $ 12.40 37% $ 508,750.00 $ 31.60 100% Contractor's Fee 8% $ 40,700.00 $ 549,450.00 Original Price Per Cost Code Budget Sq Ft Notes — 00-310-Architects $ 15,750.00 $ 1.05 Bid Electrical design 20k 00-320-Civil Engineer Mechanical,Electrical $ 10,500.00 $ 0.70 Not required 00-320a-Geotechnical Data $ - $ - Not required 00-714-Builder's Risk Insurance $ 2,800.00 $ 0.19 Allowance 00-715-Permits $ - $ - City Water $ - $ - Based on using existing Sewer $ - $ - Allowance Road Impact $ - $ - EDC to check 00-600-Bond $ - $ - 2%of Construction Cost If required $ 29,050.00 01-310-Project Management and Cooridnation $ 20,000.00 $ 1.33 Allowance 01-520 Temp Services $ 1,500.00 $ 0.10 Allowance 01-520-Temp Construction Facilities $ 1,500.00 $ 0.10 Allowance 01-740-Cleaning $ 3,000.00 $ 0.20 Allowance 01-720a-Survey $ - $ Owner provide $ 26,000.00 02-315-Excavation $ 2,500.00 $ 0.17 Paving Areas 02-362-Termite Control $ - $ - Allowance 02-370-Erosion and Sedimentation Control $ 1,000.00 $ 0.07 Allowance 02-810-Irrigation $ - $ - Allowance 02-900-Landscaping $ 1,500.00 $ 0.10 Remove tree for added concrete $ 5,000.00 3x 03-050a-Parking $ 50,000.00 $ 3.33 Est 10,000 added drive other side of bldg 03-300-Slab Foundations $ 8,000.00 $ 0.53 Slab for storage 16 x 60 03-300-Slab Foundations $ 3,000.00 Compressor slab 03-700-Striping $ 2,000.00 $ 0.13 Allowance Saw Cutting $ 2,000.00 $ 0.13 Allowance Misc concrete inside $ 2,000.00 $ 0.13 $ 67,000.00 04-000-General Masonry $ 12,000.00 $ 0.80 60 x 16 storage bldg 04-000-General Masonry $ 4,000.00 $ 0.27 20x8 compressor room $ 16,000.00 Misc Steel work $ 6,000.00 $ 0.40 storage bldg steel and roof $ 7,000.00 $ 0.47 Steel Tanks $ 5,000.00 Misc grating $ 1,000.00 $ 19,000.00 06-100-Rough Carpentry $ 1,000.00 $ 0.07 Allowance Wood Blocking 06-170-Prefabricated Structural Wood $ - $ Allowance Trusses 06-400-Custom or Pre-fabricated Woodwork $ 3,500.00 $ 0.23 Cabinet Allowance $ 4,500.00 07-210-Building Insulation $ - $ - Allowance 07-410-Metal Roofing $ 7,000.00 $ 0.47 07-180-Gutters $ - $ - Allowance $ 7,000.00 08-100-Exterior Doors $ $ - Allowance 08-210-Interior Doors $ 2,000.00 $ 0.13 relocate Garage Doors $ 11,000.00 $ 0.73 1 coil&3 sectional for new storage area Garage Doors $ 4,000.00 $ 0.27 3-8x8 coil doors compressor&Pump rooms $ 17,000.00 09-110-Non Load Bearing Wall Framing/Drywall,Tape&Bed $ 18,000.00 $ 1.20 Demo 10k allowance 10k build back 09-510-Acoustical Ceilings $ 3,000.00 $ 0.20 rework flooring $ 3,000.00 $ 0.20 Allowance Base $ 700.00 $ 0.05 Allowance Shop floor $ - $ - 09-900-Painting&tape&bed $ 10,000.00 $ 0.67 $ 34,700.00 Restroom/Signage $ 3,500.00 $ 0.23 $ 3,500.00 15-100-Plumbing $ 5,000.00 $ 0.33 service work needed Misc Plumbing Materials $ 5,000.00 Air $ 15,000.00 $ 1.00 Allowance Nitrogen $ 4,000.00 $ 0.27 Allowance Gas $ 18,000.00 $ 1.20 Allowance Sprinkler $ 7,500.00 $ 0.50 Allowance Water $ 12,000.00 $ 0.80 Allowance 15-700-Heating,Venting and Air Conditioning $ 20,000.00 $ 1.33 Allowance large fluid heat exchanger $ 7,500.00 $ 0.50 $ 94,000.00 16-000-General $ 170,000.00 $ 11.33 Allowance Alarm $ 3,000.00 $ 0.20 16-000-Communication $ 3,000.00 $ 0.20 Based on 3,000 sq ft only Additional $ 10,000.00 $ 186,000.00 Total $ 508,750.00 $ 32.32 Contractor's Fee 8% $ 40,700.00 $ 2.71 Subtotal $ 549,450.00 $ 35.03 $ 549,450.00 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: 9-22-15 Item Number: 5 Department: WEDC (City Secretary's Use Only) Prepared By: Sam Satterwhite Account Code: Date Prepared: 9-14-15 Budgeted Amount: Exhibits: 1 Subject Accept, and place on file, a Real Estate Sales Contract between Joe H. Edge & Barbara J. Edge and the Wylie Economic Development Corporation. Recommendation WEDC staff recommends that the Wylie City Council accept and place on file a Real Estate Sales Contract between Joe H. Edge &Barbara J. Edge and the Wylie Economic Development Corporation. Discussion Attached for the Council's review is a Real Estate Sales Contract between Joe H. Edge & Barbara J. Edge (Edge) and the Wylie Economic Development Corporation (WEDC). The contract calls for Edge to sell 1.23 acres of land to the WEDC for $750,000. WEDC staff anticipates that the Contract will be executed on September 21, 2015 with a closing date no later than October 9, 2015. Page 1 of 2 REAL ESTATE SALES CONTRACT STATE OF TEXAS COUNTY OF COLLIN THIS REAL ESTATE SALES CONTRACT(this"Contract")is made by and between JOE H. EDGE and BARBARA J. EDGE, a married couple, P. O. Box 617, Wylie, Texas 75098 ("Seller")and WYLIE ECONOMIC DEVELOPMENT CORPORATION,250 South Highway 78, Wylie, Texas 75098 ("Purchaser"), upon the terms and conditions set forth herein. ARTICLE I 1.01. Seller hereby sells and agrees to convey by a Special Warranty Deed(the"Deed"),and Purchaser hereby purchases and agrees to pay for, that certain real estate, and any improvements located thereon,being approximately 1.230 acres of land located in the City of Wylie,Collin County, Texas, as more particularly described in Exhibit A, attached hereto and incorporated herein for all purposes (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, alleys or rights-of-way, and including all of Seller's 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 described above and the rights and appurtenances described herein being herein collectively referred to as the "Property"), for the consideration and upon the terms and conditions hereinafter set forth. The Property will be conveyed to Purchaser at the Closing(as defined below)free and clear of all liens, claims, easements, right-of-way,restrictions, encroachments, mineral interests,royalty interests, oil,gas, or mineral leases, except those encumbrances that either are not objected to or are objected to and not cured and that are subsequently waived pursuant to the Contract(the"Permitted Exceptions"). This Contract is made contemporaneously with another contract between Seller and Purchaser for the conveyance of 2.107 acres of land located in the City of Wylie, Collin County, Texas (the "Contingent Contract"), as more particularly described in Exhibit B, attached hereto and incorporated herein for all purposes(the"Contingent Property"). It is the intent of the parties that the Property and the Contingent Property are to be conveyed at the same time. The parties' obligations hereunder are contingent upon the Contingent Contract closing simultaneously with this Contract. Real Estate Sales Contract—Page- 1 - #673279 ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price (herein called the "Purchase Price") for said Property shall be SEVEN HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS($750,000.00),together with the conveyance by Purchaser to Seller of the Contingent Property. The Purchase Price shall be adjusted at Closing for any closing costs and prorations. Payment of Purchase Price 2.02. The Purchase Price shall be payable in all cash at Closing. 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 five (5) days after the Effective Date of this Contract, Seller, at Seller's sole cost and expense, shall have caused Lawyers Title (D. Baron Cook, Escrow Officer), 250 South Highway 78, 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 easements, rights-of-way, and any instruments referred to in the Title Commitment as constituting exceptions or restrictions upon the title of Seller (the "Title Documents"). Survey 3.03. Within five(5)days after the Effective Date of this Contract, Seller shall have a current plat of survey ("Survey") of the Property, prepared by a duly licensed Texas land surveyor, and delivered to the Seller and the Title Company, at Seller's sole cost and expense. 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 legal description, boundary lines and the location of all improvements, highways, streets and roads (including the right-of-way and pavement widths of each), signal lights,median breaks, curbcuts,railroads,rivers, creeks, or other water courses, fences, flood plain as defined by the Federal Insurance Real Estate Sales Contract—Page 2 #673279 Administration, easements, and rights-of-way on or adjacent to the Property and shall set forth the number of total of square feet comprising the Property. Review Period 3.04. Purchaser shall have five(5)days(the"Review Period")after Purchaser's receipt of the later of the Survey, Title Commitment and Title Documents to review same and to deliver in writing to Seller such objections as Purchaser may have to anything contained in them (the "Objection Notice"), and in the event Purchaser states that the condition is not satisfactory, Seller may,but is not obligated to,promptly undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser, but shall be under no obligation to incur any cost in so doing. Purchaser hereby agrees that zoning ordinances,the lien for current taxes, and any items not objected to timely by Purchaser shall hereinafter be deemed to be permitted exceptions (the "Permitted Exceptions") and Purchaser shall not be entitled to object to the status of title, the survey or avoid the Closing on account of such permitted exceptions. In the event Seller is unable or unwilling to cure any objections contained in the Objection Notice within ten (10) days after receipt of same,Purchaser may,by written notice delivered within five(5)days thereafter,terminate this Contract and the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser. If Purchaser does not terminate this Contract as set forth above,Purchaser shall be deemed to have accepted the Property subject to the objections. Due Diligence Materials 3.05. Within five (5) days after the Effective Date of this Contract, Seller shall deliver to Purchaser any of the following which Seller might have in its possession or control that relate to the Real Property (the "Due Diligence Materials"): (a) copies of any land and/or operating leases for the Property; (b) copies of any site topographical map and existing engineering reports, soils reports, or studies; (c) copies of any plans submitted to the City of Wylie, that relate to the Property. The delivery of such Due Diligence Materials by Seller to Purchaser does not constitute any representation on the part of Seller that the information contained therein is true, accurate or complete; provided, however, Seller shall not intentionally or knowingly fail to deliver any documents that may be necessary for Purchaser's review of the Property and/or development in which the Property is located. Vacate the Property 3.06. Seller shall have the right to maintain possession of the Property for up to two hundred ten (210) days after the Closing. Purchaser shall be responsible for paying Seller's actual Real Estate Sales Contract—Page 3 #673279 third-party costs to vacate the Property and relocate to the Contingent Property, but such payment shall not exceed ONE HUNDRED SIXTY-SIX THOUSAND AND 00/100 DOLLARS ($166,000.00), which shall be paid directly from Seller to Able Machinery Movers Inc. pursuant to the quote attached hereto as Exhibit C. The parties will enter into a temporary lease agreement at Closing on terms acceptable to both parties (the"Lease Agreement"). ARTICLE IV CLOSING 4.01. The Closing shall be at the offices of the Title Company on , 2015 (the"Closing Date"), or on such other date as the parties may mutually agree. 4.02. At the Closing Seller shall: (a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property,free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (1) General real estate taxes for the year of Closing and subsequent years not yet due and payable; (2) The Permitted Exceptions; (3) Any exceptions approved by Purchaser pursuant to this Contract; and (4) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser, at Seller'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, 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, except as to shortages in area(such survey exception deletion to be at Purchaser's expense). (c)Deliver to Purchaser the Lease Agreement. 4.03. At the Closing, Purchaser shall: (a) Deliver to Seller the Purchase Price. (b) Deliver to Seller the Lease Agreement. Real Estate Sales Contract—Page 4 #673279 4.04. All state, county, and municipal taxes for the then current year relating to the Property, if any, shall be calculated as of the date of Closing, and Seller's share shall be collected by the Title Company at the Closing and remitted to the appropriate taxing jurisdictions in accordance with Section 26.11 of the Texas Property Tax Code. If there is any rollback tax liability for the Property that is triggered by the actions of the Seller prior to the Closing Date only, and such rollback taxes become due, the Seller will be responsible for those taxes. Any other rollback taxes will be the responsibility of the Purchaser;however,Purchaser does not waive any exemption or other exception it, or the Property, may have from rollback taxes pursuant to Texas Property Tax Code §23.55(f)or other applicable law. 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 shall be borne and paid as provided in this Contract, or if this Contract is silent, as is usual and customary for real estate transactions in Collin County, Texas. ARTICLE V REAL ESTATE COMMISSIONS 5.01. It is expressly understood and agreed that no brokers have been involved in the negotiation or consummation of this Contract. Purchaser and Seller hereby agree to indemnify, defend, and hold harmless the other party from any and all claims for any commission(s),brokerage fees or finder's fees brought by any person on account of the acts or omissions of the indemnifying party. ARTICLE VI ESCROW DEPOSIT 6.01. Within two (2) business days after the Effective Date 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 FIVE THOUSAND AND 00/100 DOLLARS ($5,000.00) as the Escrow Deposit(herein so called)which shall apply toward the Purchase Price at Closing. In the event Purchaser fails to timely deliver the Escrow Deposit to Title Company, this Contract shall automatically terminate and be of no further force or effect and Real Estate Sales Contract—Page 5 #673279 Seller shall be relieved from all liabilities or obligations hereunder. In the event that the Purchaser terminates this Contract pursuant to the provisions of Sections 3.06 or 8.01 hereof, then the Title Company shall immediately return the Escrow Deposit, together with interest accrued thereon, to Purchaser. Seller and Purchaser hereby agree to indemnify and hold harmless Title Company from and against all costs, expenses, claims,liabilities or obligations incurred by the Title Company due to the release to Purchaser by Title Company of the Escrow Deposit in such instance without the consent or authorization of Seller. ARTICLE VIE REPRESENTATIONS 7.01. As a material inducement to the Purchaser to execute and perform its obligations under this Contract, the Seller hereby represents and warrants to the Purchaser as of the date of execution of this Contract and through the date of the Closing that the following is true to the knowledge of Seller, with no duty on the part of Seller to investigate the same: (a) 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. The Seller is not in default with respect to any order or decree of any court of any governmental agency or instrumentality; (b) The Seller is not in violation of any term or provision of any charter, bylaw, mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation, and the execution and delivery of and performance and compliance with this Contract will not result in the violation of or be in conflict with or constitute a default under any such term or provision or result in the creation of any mortgage, lien, encumbrance, or charge upon any of the Property pursuant to any such term or provision; (c) The Seller has good and indefeasible title to all of the Property,held subject to no lease, mortgage, pledge, lien, charge, security interest, encumbrance, or restriction whatsoever, except as disclosed to Purchaser in the Title Commitment or as otherwise disclosed in writing by Seller to Purchaser, and Seller is duly authorized to sell the Property; (d) There are no parties in possession of any portion of the Property except as have been disclosed to Purchaser; (e) The Property is not in a water district. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,AND EXCEPT FOR THE WARRANTY OF TITLE CONTAINED IN THE DEED AND EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, (A) THE PROPERTY IS SOLD BY SELLER AND PURCHASED AND ACCEPTED BY PURCHASER ON AN "AS IS," "WHERE IS" AND "WITH ALL Real Estate Sales Contract—Page 6 #673279 FAULTS" BASIS, SUBJECT TO ANY CONDITION WHICH MAY EXIST, AND WITHOUT THE EXISTENCE OF AND WITHOUT RELIANCE UPON ANY REPRESENTATION,WARRANTY,AGREEMENT, OR STATEMENT BY SELLER, OR ANYONE ACTING ON BEHALF OF SELLER,INCLUDING,WITHOUT LIMITATION, ANY BROKER,ENGINEER,ARCHITECT,ATTORNEY,SURVEYOR,APPRAISER,OR ENVIRONMENTAL CONSULTANT; (B)PURCHASER HAS OR WILL HAVE,PRIOR TO THE CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY ON THE FOREGOING BASIS; (C) PURCHASER IS RELYING SOLELY UPON SUCH INSPECTIONS, EXAMINATION, AND EVALUATION OF THE PROPERTY BY PURCHASER IN PURCHASING THE PROPERTY ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION, WARRANTY, AGREEMENT OR STATEMENT BY SELLER OR ANYONE ACTING ON BEHALF OF SELLER, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, OTHER THAN THE WARRANTY OF TITLE CONTAINED IN THE DEED; AND (D)PURCHASER HEREBY ASSUMES THE RISK THAT ENVIRONMENTAL CONDITIONS(AS DEFINED HEREIN) MAY EXIST ON THE PROPERTY AND HEREBY RELEASES SELLER OF AND FROM ANY AND ALL CLAIMS, ACTIONS, DEMANDS, RIGHTS, DAMAGES, COSTS OR EXPENSES(COLLECTIVELY THE "CLAIMS")WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THE ENVIRONMENTAL CONDITION OF THE PROPERTY. AS USED HEREIN, THE TERM "ENVIRONMENTAL CONDITION" SHALL MEAN ANY CONDITION WITH RESPECT TO THE PROPERTY WHICH COULD OR DOES RESULT IN ANY CLAIM AGAINST THE OWNER OF THE PROPERTY BY ANY THIRD PARTY (INCLUDING ANY GOVERNMENTAL ENTITY) UNDER (1) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C. § 9601 ET SEQ.,(2)THE RESOURCE CONSERVATION AND RECOVERY ACT,42 U.S.C.§ 6901 ET SEQ., (3) THE FEDERAL WATER POLLUTION CONTROL ACT, 33 U.S.C. § 2601 ET SEQ.,(4)THE OIL POLLUTION ACT,33 U.S.C.§2701 ET SEQ.,(5)THE TOXIC SUBSTANCES CONTROL ACT, 15 U.S.C.§2601 ET SEQ.,(6)THE CLEAN WATER ACT, 33 U.S.C. § 1251 ET SEQ., (7) THE CLEAN AIR ACT, 42 U.S.C. § 7401 ET SEQ., (8) THE HAZARDOUS MATERIALS TRANSPORTATION ACT,49 U.S.C.§1801 ET SEQ.,(9)THE OCCUPATIONAL SAFETY AND HEALTH ACT, 29 U.S.C. § 651 ET SEQ., (10) THE TEXAS SOLID WASTE DISPOSAL ACT, TEX. HEALTH & SAFETY CODE ANN. §361, ET SEQ.,AND/OR(11) SIMILAR STATE AND LOCAL LAWS, NOW OR HEREAFTER EXISTING, ALL AS AMENDED FROM TIME TO TIME, AND ALL REGULATIONS, RULES AND GUIDANCE ISSUED PURSUANT THERETO, INCLUDING, WITHOUT LIMITATION,ANY CONDITION RESULTING FROM OPERATIONS CONDUCTED ON THE PROPERTY OR ON PROPERTY ADJACENT THERETO. SELLER SHALL NOT HAVE (AND PURCHASER WAIVES) ANY OBLIGATION TO DISCLOSE FACTS REGARDING THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CONDITION AFFECTING THE PROPERTY), REGARDLESS OF WHETHER SUCH FACTS ARE DISCOVERABLE BY THE PURCHASER. THE Real Estate Sales Contract—Page 7 #673279 PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF AND SHALL BE CONTAINED IN THE DEED. 7.02. All statements in this Article expressly shall survive the Closing for a period of one (1)year from Closing; and Seller shall indemnify and hold Purchaser harmless from any breach of such statements. ARTICLE VIII BREACH BY SELLER 8.01. In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default, or pursuant to a right of termination expressly granted hereunder,Purchaser may terminate this Contract and obtain the return of the Escrow Deposit as liquidated damages or pursue specific performance,as its sole and exclusive remedies. ARTICLE IX BREACH BY PURCHASER 9.01. In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in this Contract having been satisfied, and Purchaser being in default and Seller not being in default hereunder, Seller may either (i) terminate this Contract and receive the Escrow Deposit as liquidated damages, or(ii)obtain specific performance, as its sole and exclusive remedies. ARTICLE X MISCELLANEOUS 10.01. The parties agree to the following miscellaneous provisions: Survival of Covenants (a) 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 for a period of one(1)year(or such longer period of time as may be expressly contemplated by this Contract in the specific instance)and shall not be merged therein. Notice (b) 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 Real Estate Sales Contract—Page 8 #673279 (c) 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 (d) 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 (e) Neither party shall disclose to any person or entity(other than that party's advisors or as may be required by law)the terms of this Contract or the identity of the parties and shall not issue any press or other informational releases without the express written consent of each party. Legal Construction (f) 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 (g) 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 (h) Time is of the essence of this Contract. Attorneys' Fees (i) 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 (j) Words of any gender used in this Contract shall be held and construed to include nay Real Estate Sales Contract—Page 9 #673279 other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Compliance (k) 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 (1) 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. Counterparts/Facsimile (m) This Contract may be executed by original or facsimile signatures in multiple counterparts, each of which shall constitute an original and together constitute one and the same instrument. 1031 Exchange (n) The Parties understand that either Party may desire to effectuate a tax-deferred,like- kind exchange pursuant to Section 1031 of the Internal Revenue Code, and the Parties agree to cooperate with one another in connection therewith provided that: (a) such exchange shall be accomplished at no cost, liability or expense to the non-exchanging Party, and (b)the exchanging Party agrees to indemnify, defend and hold the non-exchanging Party harmless in connection therewith. [the remainder of this page is intentionally left blank; signature page to follow] Real Estate Sales Contract—Page 10 #673279 Executed on the dates set forth at the signatures of the parties hereto. SELLER: JOE H. EDGE Date of Execution: BARBARA J. EDGE Date of Execution: PURCHASER: WYLIE ECONOMIC DEVELOPMENT CORPORATION By: Name: Title: Date of Execution: Real Estate Sales Contract—Page 11 #673279 TITLE COMPANY ACCEPTANCE: The Title Company acknowledges receipt of the Escrow Deposit on at (a.m./p.m.) and accepts the Escrow Deposit subject to the terms and conditions set forth in this Contract. TITLE COMPANY: LAWYERS TITLE BY: PRINTED NAME: TITLE: ADDRESS: Real Estate Sales Contract—Page 12 #673279 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Being a tract of land in the S. B. Shelby Survey, Abstract No. 820, Collin County, Texas and being a portion of the land described in a deed to Mary Genene Hughes, recorded in Volume 3997, Page 0865, Deed Records of Collin County, Texas(DRCCT) and being a portion of the land described in a deed to Collin County as recorded in Volume 4980, Page 2156, Deed Records of Collin County, Texas and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod set with a red plastic cap stamped W.A.I. in the southerly right of way of the St. Louis Southwestern Railroad (100 foot right of way) and the most northwestern corner a tract of land described in a deed as Lot 7, Railroad Industrial Park, Cabinet C, Page 748, DRCCT; THENCE, South 36 degrees 38 minutes 01 seconds East, a distance of 292.72 feet to a 1/2 inch iron rod set with a plastic cap stamped with W.A.I. for corner; THENCE, South 52 degrees 51 minutes 16 seconds West, a distance of 176.96 feet to a 1/2 inch iron rod set with a plastic red cap stamped with W.A.I. for corner; THENCE, North 37 degrees 07 minutes 11 seconds West, a distance of 311.36 feet to a 1/2 inch iron rod set with a plastic red cap stamped with W.A.I. for the beginning of a curve to the left with a radius of 1906.58 feet,with a chord bearing of North 58 degrees 47 minutes 20 seconds East, and a chord length of 180.40 feet; THENCE, along the southerly line of St. Louis Railroad, continuing said curve to the left through a central angle of 05 degrees 25 minutes 24 seconds and an arc length of 180.47 feet to POINT OF BEGINNING; Containing within these metes and bounds 1.230 acres and 53,579 square feet of land, more or less. Real Estate Sales Contract—Page 13 #673279 EXHIBIT B LEGAL DESCRIPTION OF CONTINGENT PROPERTY Lot 10R, Block 1 of 544 Industrial Park, an addition to the City of Wylie, Collin County, Texas, according to the plat thereof recorded in Volume K, Page 73, Map Records, Collin County, Texas, together with Ratification of Plat recorded in Volume 4064, Page 1408, Real Property Records, Collin County, Texas. Real Estate Sales Contract—Page 14 #673279 EXHIBIT C [SEE ATTACHED] Real Estate Sales Contract—Page 15 #673279 DALLAS HOUSTON 600 Westport Parkway 10835 Bammel North Grapevine,TX 76051 Houston Road T: 817-410-8881 Houston,TX 77086 F: 817-424-4281 T:713-460-2253 F:713-466-5779 August 20, 2015 Mr. Samuel D.R. Satterwhite Wylie Economic Development Corporation 250 South Hwy 78 Wylie, TX 75098 Dear Mr. Satterwhite, Thank you for the opportunity to submit our proposal for your upcoming project at Mann Made Inc in Wylie TX. We propose to furnish the necessary skilled labor and equipment to perform the following tasks: • Remove &Relocate extrusion line A from existing building to new building &set in place. • Remove &Relocate extrusion line B from existing building to the new building &set in place. • Remove &Relocate Age oven from existing building to the new building &set in place. • Remove &Relocate all machines that cannot be handled by Mann Made Inc from existing building production area to the new location, set in place, and level. • Remove &Relocate all equipment&material that from outside yard that cannot be handled by Mann Made Inc to the new location&set in place. • Remove &Relocate (2) air compressors from existing building to the new building &set in place. Our price to perform the above mentioned task is $166,000.00. Our above mentioned estimates are based on the following assumptions: Extrusion Lines A&B 1. All work is to be performed during the regular work week. 2. Others will provide a clear path of movement for all equipment to be moved. 3. All main services electrical,water, air,gas are to be disconnected by others as well as the reconnection. 4. All equipment is to be set in the same configuration as it is currently in. 5. We have not included the costs of any safety upgrades, retrofits, and roof penetrations. 6. We will remove all ducting to the first joint bellow the roof. 7. We have not included any clean up or repairs to the existing facility. 8. If any factory technicians are required for ant disassembly or reassembly they will be provided by others. 9. We have not included the costs for any start-up, or testing. Real Estate Sales Contract—Page 16 #673279 10. Any changes, delays, or unscheduled work will result in added charges based on our prevailing time &material rates. Age Oven 1. All work will be performed during the regular work week. 2. Others will provide a clear path of movement for all equipment to be moved. 3. All main services running to oven electrical, air,water,gas, is to be disconnected by others as well as the reconnection. 4. We have not included the cost for any safety upgrades, retrofits to this equipment. 5. We will disconnect the ducting at the first joint below the roof. 6. We have not included the cost for any roof penetrations, or stack removal. 7. We have not included the costs for any clean up or repairs to the existing facility. 8. We have not included the costs for any start-up, or testing. 9. Any changes, delays, or unscheduled work will result in added charges based on our prevailing time &material rates. Machinery in production area 1. All work is to be performed during the regular work week. 2. Others are responsible for the electrical disconnection as well as the reconnection to all equipment being moved. 3. Others are responsible for placing the machining heads onto blocking for transportation before electrical is disconnected. 4. Others are responsible for providing a clear path of movement for all equipment to be moved, loaded,unloaded, and set in place. 5. All equipment shall be set in the same configuration as it is currently in. 6. Others are responsible for the draining g of all fluids prior to equipment being moved. 7. All equipment shall be leveled utilizing "98"machining levels. 8. We will anchor all equipment that is currently anchored. 9. Any Changes, delays, or unscheduled work will result in added charges based on our prevailing time &material rates. Outside Yard 1. All work will be performed during the regular work week. 2. All equipment shall be set in the same configuration it is currently in. 3. We will anchor all equipment that is currently anchored. 4. We have not included the costs of moving any work in progress or any finished goods. 5. Any changes, delays or unscheduled work will result in added charges based on our prevailing time &material rates. Air Compressors Real Estate Sales Contract—Page 17 #673279 1. All work will be performed during the regular work week. 2. All main services electrical,water, and gas shall be disconnected by others as well as the reconnection. 3. Others will be responsible for providing a clear path of movement for all equipment to be moved. 4. Any changes delays or unscheduled work will result in added charges based on our prevailing time &material rates. Once again Sam,thank you for the opportunity to look at this project. I hope our above mentioned proposal meets your approval. I look forward to working on this project together,and if I can be of any service at all please don't hesitate to call. Sincerely, Donny Chavanel Sales/Estimator Able Machinery Movers Inc Cell(972)877-3381 Office (817)410-8881 Fax(817)424-4281 Email-dchavanel@tablemm.com Real Estate Sales Contract—Page 18 #673279 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: 9-22-15 Item Number: 6 Department: WEDC (City Secretary's Use Only) Prepared By: Sam Satterwhite Account Code: Date Prepared: 9-14-15 Budgeted Amount: Exhibits: 1 Subject Accept, and place on file, a Commercial Contract of Sale between TD Linduff Real Estate LP and the Wylie Economic Development Corporation. Recommendation WEDC staff recommends that the Wylie City Council accept and place on file a Commercial Contract of Sale between TD Linduff Real Estate LP and the Wylie Economic Development Corporation. Discussion Attached for the Council's review is a Commercial Contract of Sale between TD Linduff Real Estate LP and the Wylie Economic Development Corporation (WEDC). The Contract calls for the WEDC to purchase ±2.107 acres from TD Linduff for $950,000. The WEDC anticipates executing Loan Document with The American National Bank of Texas to finance the purchase on September 23rd and close on the Contract no later than October 9, 2015. The Linduff purchase will be made simultaneously along with the Sale of the Edge tract on Highway 78 to the WEDC. Page 1 Locations Realty cpi 'D NTCAR North Texas Commercial Association of Realtors NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® COMMERCIAL CONTRACT OF SALE [Check all boxes applicable to this Contract- Boxes not checked do not apply to this Contract] In consideration of the agreements contained in this Commercial Contract of Sale (the "Contract"), Seller shall sell and convey to Purchaser, and Purchaser shall buy and pay for, the Property (defined below) pursuant to the provisions, and subject to the conditions, of this Contract. 1. PARTIES. The parties to this Contract are: Seller: TD Linduff Real Estate LP Address: 701 Business Way, Wylie, TX 75098 Phone: (972) 429-6111 Fax: Email:tony@multi-machining.corn Tax ID No.: Purchaser: Wylie Economic Development Corporation Address: 250 S Hwy 78, Wylie, TX 75098 Phone: (972) 442-7901 Fax: EmaThsam@wylieedc.com Tax ID No.: 2. PROPERTY. The address of the Property is: 710 Business Way Wylie , Texas 75098 The Property is located in Collin County, Texas, the land portion of which is further described as: 544 Industrial Park, Elk 1, Lot lOr (approx. 2 .107 acres) or as described in Exhibit "A", LEGAL DESCRIPTION and/or shown on Exhibit "13", SITE PLAN. The Property includes all improvements, fixtures, and personal property situated thereon, and all rights and appurtenances pertaining thereto, including any right, title and interest of Seller in and to adjacent streets, alleys, and rights-of-way (such land, improvements, fixtures;peFsefel--pfelaeFty, rights, and appurtenances being collectively referred to in this Contract as the "Property"). ©Copyright 2014 NTCAR—Form No.1 (7/2014) Page 1 Locations Realty, 1609 Bur Oak Dr Allen,TX 75002 Phone:972 442-1222 Fax: 972.692 3494 Vince Maige WEDC-Linduff Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48028 www zioLocix com 3. PURCHASE PRICE. A. Amount and Payable. The purchase price for the Property is $ 950,000 . 00 (the "Purchase Price"), payable at the Closing as follows (with the Earnest Money to be applied to the Purchase Price) [Check only one]: In (1) All in cash (meaning Good Funds, as defined in Section 4.F. below). If this Contract is subject to approval for Purchaser to obtain financing from a third party, then Addendum B-1, THIRD PARTY FINANCING is attached. El (2) Part in cash (Good Funds), in the following amount or percentage [Check only one]: CI (a) $ (b) percent ( %) of the Purchase Price. If only part of the Purchase Price is to be paid in cash, then the balance of the Purchase Price will be paid according to the provisions in Addendum B-2, SELLER FINANCING. If part of the Purchase Price is to be paid by Purchaser assuming, or taking the Property subject to, an existing promissory note secured by the Property, then Addendum B-3, EXISTING LOAN, is attached. B. Adjustment. If this box is checked 71 then this Section 3.B. applies and the Purchase Price will be adjusted up or down based upon the land area of the Property as determined by the Survey. If the box in the preceding sentence is not checked, then none of this Section 3.B. applies to this Contract. The land area will be multiplied by the following amount per acre or square foot, as applicable, and the product will become the Purchase Price at the Closing [Check only one]: CI $ per acre; or El $ per square foot. The land area for purposes of determining the Purchase Price will be the gross land area of the Property unless this box El is checked, in which case the land area for purposes of determining the Purchase Price will be the Net Land Area [as defined in Section 5.A. (Survey)] of the Property. Notwithstanding the foregoing, the Purchase Price will not be reduced under this Section 3.11 to less than $ 4. EARNEST MONEY AND TITLE COMPANY ESCROW. A. Title Company. The Title Company to serve as escrow agent for this Contract is (the "Title Company"): Lawyers Title Company - Baron Cook 250 S Hwy 78 , Wylie, TX 75098 B. Effective Date. The "Effective Date" is the date the Title Company acknowledges receipt of this fully executed Contract as indicated by the signature block for the Title Company. C. Earnest Money. Within two Business Days after the Effective Date, Purchaser shall deliver an earnest money deposit in the amount of $10 ,000.00 (the "Earnest Money") payable to the Title Company in its capacity as escrow agent, to be held in escrow pursuant to the terms of this Contract. Seller's acceptance of this Contract is expressly conditioned upon Purchaser's timely deposit of the Earnest Money with the Title Company. If Purchaser fails to timely deposit the Earnest Money with the Title Company, then Seller may, at Seller's option, terminate this Contract by delivering a written termination notice to Purchaser at any time until Purchaser deposits the Earnest Money with the Title Company. ()Copyright 2014 NTCAR-Form No.1 (7/2014) , Page 2 Produced with zipForrne by zipLogix 18070 Fifteen Mile Read,Fraser,Michigan 48026 www.zipLodix com aft WEDC-Linduff Purchaser instructs the Title Company to promptly deposit the Earnest Money upon receipt in one or more insured accounts in a state or federal banking or savings institution. After receipt of necessary tax forms from Purchaser, the Title Company will deposit the Earnest Money in an interest bearing account unless this box El is checked, in which case the Title Company will not be required to deposit the Earnest Money in an interest bearing account. Any interest earned on the Earnest Money will become a part of the Earnest Money. At the Closing, the Earnest Money will be applied to the Purchase Price or, at Purchaser's option, will be returned to Purchaser upon full payment of the Purchase Price. D. Independent Consideration. Notwithstanding anything in this Contract to the contrary, a portion of the Earnest Money in the amount of $100.00 will be non-refundable and will be distributed to Seller upon any termination of this Contract as independent consideration for Seller's performance under this Contract. if this Contract is properly terminated by Purchaser pursuant to a right of termination granted to Purchaser by any provision of this Contract, the Earnest Money will be promptly returned to Purchaser. Any provision of this Contract that states that the Earnest Money is to be returned to Purchaser means that the Earnest Money, less the non-refundable portion, is to be returned to Purchaser. E. Escrow. The Earnest Money is deposited with the Title Company with the understanding that the Title Company is not: (1) responsible for the performance or non-performance of any party to this Contract; or (2) liable for interest on the funds except to the extent interest has been earned after the funds have been deposited in an interest bearing account. F. Definition of Good Funds. "Good Funds" means currently available funds, in United States dollars, paid in the form of a certified check, cashier's check, official bank check or wire transfer acceptable to the Title Company, such that the payment may not be stopped by the paying party. Any reference in this Contract to 'cash" means Good Funds. 5. SURVEY AND TITLE. A. Survey. Within 20 days after the Effective Date [Check only one]: EJ Seller shall deliver to Purchaser a new survey (the "Survey") of the Property prepared at Seller's expense. 17i Purchaser shall obtain a new survey (the "Survey") of the Property prepared at Purchaser's expense. ID Purchaser shall obtain a new survey (the "Survey") of the Property prepared at Purchaser's expense, and Seller will give a credit to Purchaser against the Purchase Price at the Closing for the cost of the Survey in an amount not to exceed $ lJ Seller shall deliver to Purchaser a copy of the most recent existing survey (the "Survey") of the Property in Seller's possession. Seller shall also deliver an Affidavit to the Title Company, in form and substance reasonably satisfactory to the Title Company, stating that none of the improvements on the Property and other matters shown by the existing Survey have changed since the existing Survey was prepared. If Purchaser, Purchaser's lender or the Title Company requires a new survey for any reason, then Purchaser shall obtain and pay for the cost of the new ©Copyright 2014 NTCAR—Form No.1 (7/2014) 17 Page 3 Produced with ziprorrea by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zibLogix.com WEDC-Linduff Survey, and [check only one]: El Seller will not be required to pay for any portion of the cost of the new Survey; or Seller will give a credit to Purchaser against the Purchase Price at the Closing for the cost of the new Survey in an amount not to exceed $ Any new Survey must: (1) be prepared by a Registered Professional Land Surveyor; (2) be in a form reasonably acceptable to Purchaser and the Title Company; (3) set forth a legal description of the Property by metes and bounds or by reference to a platted lot or lots; (4) show that the Survey was made on the ground with corners marked with monuments either found or placed; (5) show any discrepancies or conflicts in boundaries, and any visible encroachments; (6) contain the surveyor's certificate that the Survey is true and correct; and (7) show the location and size of all of the following on or immediately adjacent to the Property, if any, if recorded or visible and apparent: (a) buildings, (b) building set back lines (as shown on any recorded plat, but not as may be described in any restrictive covenants or zoning ordinances), (c) streets and roads, (d) 100-year flood plain (approximate location), (e) improvements, (f) encroachments, (g) easements, (h) recording information of recorded easements, (i) pavements, (j) protrusions, (k) fences, (I) rights-of-way, and (m) any markers or other visible evidence of utilities. Any area of the Property within the 100-year flood plain will be shown on the Survey as the approximate location of the 100-year flood plain as shown on any map prepared by the Federal Emergency Management Agency or other applicable governmental authority. The surveyor is authorized to determine the area of the Property within any 100-year flood plain as shown on any map prepared by any governmental authority, and in the absence of such a map, as otherwise reasonably determined by the surveyor. If the area within any 100-year flood plain is to be deducted for the purpose of determining Net Land Area (defined below) then the Survey must show the area of the Property covered by the 100-year flood plain, and that area, as reasonably determined by the surveyor, will be conclusive for purposes of this Contract, even though the surveyor may qualify that determination as approximate. After the delivery of the Survey, the legal description of the Property set forth in the Survey will be incorporated in this Contract as the legal description of the Property, and will be used in the deed and any other documents requiring a legal description of the Property. The Survey must show the gross land area of the Property, and if the Purchase Price is based upon the Net Land Area then the Survey must also show the Net Land Area, expressed in both acres and square feet. The term "Net Land Area" means the gross land area of the Property less the area within any of the following (if recorded or visible and apparent, but excluding those within set back areas) (Check all that apply]: ©Copyright 2014 NTCAR—Form No.1 (7'2014) 11/ 9. Page 4 Produced with zipForm®by zipl ogix 18070 Fifteen Mile Road,Fraser,Michigan 48(125 www.zioLocix com WEDC-L m duff • utility easements; O drainage easements; El access easements; • rights-of-way; O 100-year flood plain; and O any encroachments on the Property. B. Title Commitment. Within 20 days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser: (1) 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 Department 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 (defined below); and (2) the following (collectively, the "Title Documents"): (a) true and legible copies of all recorded instruments affecting the Property and recited as exceptions in the Title Commitment; (b) a current tax certificate; (c) any written notices required by applicable statutes, including those referenced in Section 20; and (d) if the Property includes any personal property, UCC search reports pertaining to the Seller. 6. REVIEW OF SURVEY AND TITLE. A. Title Review Period. Purchaser will have Ten (10) days (the "Title Review Period") after receipt of the last of the Survey, Title Commitment and Title Documents to review them and to deliver a written notice to Seller stating any objections Purchaser may have to them or any item disclosed by them. Purchaser's failure to object within the time provided will be a waiver of the right to object. Any item to which Purchaser does not object will be deemed a "Permitted Exception." The items set forth on Schedule C of the Title Commitment, and any other items the Title Company identifies to be released upon the Closing, will be deemed objections by Purchaser. Zoning ordinances and the lien for current taxes are deemed to be Permitted Exceptions. B. Cure Period. If Purchaser delivers any written objections to Seller within the Title Review Period, then Seller shall make a good faith attempt to cure the objections within 10 days (the "Cure Period") after receipt of the objections. However, Seller is not required to incur any cost to do so. If Seller cannot cure the objections within the Cure Period, Seller may deliver a written notice to Purchaser, before expiration of the Cure Period, stating whether Seller is committed to cure the objections at or before the Closing. If Seller does not cure the objections within the Cure Period, or does not timely deliver the notice, or does not commit in the notice to fully cure all of the objections at or before the Closing, then Purchaser may terminate this Contract by delivering a written notice to Seller on or before the earlier to occur of: (1) the date that is seven days after the expiration of the Cure Period; or (2) the scheduled Closing Date. C. New Items. If any new items are disclosed by any updated Survey, updated Title Commitment, or any new Title Documents, that were not disclosed to Purchaser when the Survey, Title Commitment, and Title Documents were first delivered to Purchaser, then Purchaser will have 15 days to review the new items and to deliver a written notice to Seller stating any objections Purchaser may have to the new items. If ©Copyright 2014 NTCAR-Form No.1 (7/2014) ,,./77 Page 5 Produced with zipForrne by zipLiagix 113070 Fifteen Mile Road,Fraser,Michigar 48026 www ooLooix ccim "/". WEDC-Linduff Purchaser timely delivers any written objections as to the new items to Seller, then Seller shall make a good faith attempt to cure the objections to the new items within 10 days (the "Additional Cure Period") after receipt of the objections as to the new items. However, Seller is not required to incur any cost to do so. If Seller does not cure the objections as to the new items within the Additional Cure Period, or does not deliver a written notice to Purchaser before the expiration of the Additional Cure Period stating whether Seller is committed to cure the objections as to the new items at or before the Closing, then Purchaser may terminate this Contract by delivering a written notice to Seller on or before the earlier to occur of: (1) that date that is seven days after the expiration of the Additional Cure Period; or (2) the scheduled Closing Date. D. Return of Earnest Money or Waiver. If Purchaser properly and timely terminates this Contract, the Earnest Money will be returned to Purchaser. If Purchaser does not properly and timely terminate this Contract, then Purchaser will be deemed to have waived any uncured objections and must accept title at the Closing subject to the uncured objections and other Permitted Exceptions. Seller's failure to cure Purchaser's objections under this Section 6 does not constitute a default by Seller. 7. SELLER'S REPRESENTATIONS. A. Statements. Seller represents to Purchaser, to the best of Seller's knowledge, as follows: (1) Title. At the Closing, Seller will convey to Purchaser good and indefeasible fee simple title to the Property free and clear of any and all liens, assessments, easements, security interests and other encumbrances except the Permitted Exceptions. Delivery of the Title Policy pursuant to Section 15 (the Closing) will be deemed to satisfy the obligation of Seller as to the sufficiency of title required under this Contract. However, delivery of the Title Policy will not release Seller from the warranties of title set forth in the warranty deed. (2) Leases. There are no parties in possession of any portion of the Property as lessees, tenants at sufferance or trespassers except tenants under written leases delivered to Purchaser pursuant to this Contract. (3) 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 before the Closing that 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, including, but not limited to, taxes, leasing commissions, salaries, contracts, and similar agreements, have been paid or will be paid before the Closing. Except for obligations for which provisions are made in this Contract for prorating at the Closing and any indebtedness taken subject to or assumed, there will be no obligations of Seller with respect to the Property outstanding as of the Closing. (4) Litigation. There is no pending or threatened litigation, condemnation, or assessment affecting Property. Seller shall promptly advise Purchaser of any litigation, condemnation or assessment affecting the Property that is instituted after the Effective Date. (5) Material Defects. Seller has disclosed to Purchaser any and all known conditions of a material nature with respect to the Property which may affect the health or safety of any occupant of the Property. Except as disclosed in writing by Seller to Purchaser, the Property has no known latent structural defects or construction defects of a material nature, and none of the improvements have been constructed with materials known to be a potential health hazard to occupants of the Property. ©Copyright 2014 NTCAR—Form No.1 (7/2014) p/.2, Page 6 Produced with zipForme by zipLogix 16070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLocis corn WEDC-Lin duff (6) Hazardous Materials. Except as otherwise disclosed in writing by Seller to Purchaser, the Property (including any improvements) does not contain any Hazardous Materials (defined below) other than lawful quantities properly stored in containers in compliance with applicable laws. B. Remedies. If Purchaser discovers, before the Closing, that any of Seller's representations has been misrepresented in a material respect, Purchaser may notify Seller of the misrepresentation in writing, and Seller shall attempt to correct the misrepresentation. If the misrepresentation is not corrected by Seller before the Closing, Purchaser may: (1) proceed to Closing, without waiving any claim for misrepresentation; or (2) terminate this Contract by delivering a written termination notice to Seller, in which case the Earnest Money will be returned to Purchaser. 8. OPERATION OF THE PROPERTY. After the Effective Date until the Closing Date, Seller shall: (1) operate the Property in the same manner as the Property has been operated by Seller; and (2) maintain the Property in the same condition as existed on the Effective Date, except for ordinary wear and any casualty loss. After the Effective Date, Seller shall not, without Purchaser's prior written approval: (1) further encumber the Property or allow an encumbrance upon the title to the Property, or modify the terms of any existing encumbrance, if the encumbrance would still be in effect after Closing; or (2) enter into any lease or contract affecting the Property, if the lease or contract would still be in effect after Closing. However, Seller may enter into a lease or contract with an independent third party, in the ordinary course of business, without Purchaser's consent, if Purchaser will be entitled to terminate the lease or contract after Closing, without incurring any termination charge, by delivering a termination notice 30 days in advance of the termination date. If Seller enters into any lease or contract affecting the Property after the Effective Date, then Seller shall immediately deliver a photocopy of the signed document to Purchaser. 9. NONCONFORMANCE. Purchaser has or will independently investigate and verify to Purchaser's satisfaction the extent of any limitations of uses of the Property. Purchaser acknowledges that the current use of the Property or the 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, Americans with Disabilities Act requirements, wetlands restrictions and other matters may have a significant economic impact upon the intended use of the Property by Purchaser. However, if Seller is aware of any pending zoning changes or current nonconformance with any Federal, State or local laws, ordinances, codes or regulations, Seller shall disclose them to Purchaser. 10. INSPECTION. [Check only A or AI 17 A. Inspection Not Necessary. Purchaser acknowledges that Purchaser has inspected the Property, including all buildings and improvements, and is thoroughly familiar with their condition. Purchaser accepts the Property in its present "AS IS" condition, with any changes caused by normal wear and tear before the Closing, but without waiving Purchaser's rights by virtue of Seller's representations and agreements expressed in this Contract. ID B. Inspection Desired. Purchaser desires to inspect the Property and Seller grants to Purchaser the right to inspect the Property as described below. „ 779/ ©Copyright 2014 NTCAR Form No.1 (712014) ", "/ Page 7 e ,"" Produced with zipForrnV by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zipLosia.corn WEDC-Linduff (1) Inspection Period. Purchaser will have a period of 45 days after the Effective Date (the "Inspection Period") to inspect the Property and conduct studies regarding the Property. Purchaser's studies may include, without limitation: (a) permitted use and zoning of the Property; (b) core borings; (c) environmental and architectural tests and investigations; (d) physical inspections of improvements, fixtures, equipment, subsurface soils, structural members, and personal property; and (e) examination of agreements, manuals, plans, specifications and other documents relating to the construction and condition of the Property. Purchaser and Purchaser's agents, employees, consultants and contractors will have the right of reasonable entry onto the Property during normal business hours, and upon reasonable advance notice to Seller and any tenants on the Property, for purposes of inspections, studies, tests and examinations deemed necessary by Purchaser. The inspections, studies, tests and examinations will be at Purchaser's expense and risk. Purchaser may also use the Inspection Period to perform feasibility studies, obtain equity funding, seek financing, and satisfy other conditions unrelated to the condition of the Property. Purchaser shall defend and indemnify Seller against any claims that arise due to any actions by Purchaser or Purchaser's agents, employees, consultants and contractors. Purchaser's obligation to defend and indemnify Seller will survive the Closing or termination of this Contract. (2) Extension of Inspection Period. Purchaser may extend the Inspection Period for up to 14,A.,.. ,- er>days by delivering an additional earnest money deposit in the amount of $(-2-5, OfY0 AO ,36 ,- .,060, to the Title Company. The additional deposit will become part of the Earnest Money. (3) Termination. If Purchaser determines, in Purchaser's sole discretion, no matter how arbitrary, that Purchaser chooses not to purchase the Property for any reason, then Purchaser may terminate this Contract by delivering a written notice to Seller on or before the last day of the Inspection Period, in which case the Earnest Money will be returned to Purchaser. Purchaser's reason for choosing to terminate this Contract does not need to be related to the condition of the Property, and Purchaser is not required to justify Purchaser's decision to terminate this Contract. (4) Acceptance. If Purchaser does not properly and timely terminate this Contract before the expiration of the Inspection Period (or if Purchaser accepts the Property in writing) then Purchaser will be deemed to have waived all objections to the Property, except for any title objections that may be outstanding pursuant to Section 6 (Review of Survey and Title) of this Contract. In that event, except as may be expressly stated otherwise in this Contract, Purchaser accepts the Property in its current "AS IS" condition, with any changes caused by normal wear and tear before the Closing, and this Contract will continue in full force and effect. This provision does not, however, limit or invalidate any express representations and agreements Seller has made in this Contract. (5) Restoration. If the transaction described in this Contract does nOt close through no fault of Seller, and the condition of the Property was altered due to inspections, studies, tests or examinations performed by Purchaser or on Purchaser's behalf, then Purchaser must restore the Property to its original condition at Purchaser's expense. Purchaser's obligation to restore the Property will survive the termination of this Contract. ©Copyright 2014 NTCAR—Form No.1 (712014) _4„..- e, , Page 8 77 Produced with zipForme by zipLogix 18070 Htteen Mile Road,Fraser,Michigan 4 www .. 8026 zioLonix.cam -, WEDC-Linduff C. Reports. [Check all that apply] El (a) Within days after the Effective Date, Seller shall deliver to Purchaser a written "Phase I" report of an environmental assessment of the Property. The report will be prepared, at Seller's expense, by an environmental consultant reasonably acceptable to Purchaser. The environmental assessment must include an investigation into the existence of Hazardous Materials (as defined in Section 19.A. of this Contract) in, on or around the Property. The environmental assessment must also include a land use history search, engineering inspections, research and studies that may be necessary to discover the existence of Hazardous Materials. 171 (b) Within 10 days after the Effective Date, Seller shall deliver to Purchaser copies of all reports in Seller's possession or control of engineering investigations, tests and environmental studies that have been made with respect to the Property within the three year period before the Effective Date. • (c) If Purchaser terminates this Contract, Purchaser shall return to Seller, at Purchaser's expense and contemporaneously with the termination, the original, hard copies of any documents Seller delivered to Purchaser. Also, Purchaser shall return, destroy, or delete any other copies of such documents, electronic or otherwise, in Purchaser's possession. This provision will survive the termination of this Contract. ▪ (d) If Purchaser terminates this Contract, Purchaser shall deliver to Seller, at Purchaser's expense and contemporaneously with the termination, copies of all written reports, inspections, plats, drawings and studies that relate to the condition of the Property made by Purchaser's agents, consultants and contractors. This provision will survive the termination of this Contract. 11. DELIVERY AND REVIEW OF DOCUMENTS A. Delivery. Seller agrees to deliver to Purchaser, within 10 days after the Effective Date, complete and legible copies of the following pertaining to the Property, to the extent in Seller's possession or readily available to Seller: (1) All current leases, including all modifications, amendments, supplements and extensions thereof (including written descriptions of any oral agreements); (2) A current rent roll certified by Seller to be true, complete and accurate as of the date of delivery, including names of tenants, annual or monthly rents, expenses paid by tenants and by Seller, commencement dates, terms of leases, and renewal options; (-3) A current inventory of all tangible personal property and fixtures owned by Seller and located on, attached to, or ucod in connection with the Property, to bo d with thc Property, certified by Seller to bc true and correct as of the datc of delivery; (4) Any Notes, Deeds of Trust and other loan documents pertaining to loan assumed or taken cubjcct to; ©Copyright 2014 NTCAR—Form No.1 (712014) 17/ Page 9 Produced with zipForrnie by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLodix.com ///, WEDC-Linduff (5) All service, maintenance, management, or other contracts relating to the ownership and operation of the Property; (6) All warranties and guaranties; (7-) Ail-f-ifehezard, liability, and other insurance policies; (8-) Thc rcal cstatc and personal property tax statements for thc previous two calendar yews; (9) All leasing and commission agreements; (10) The "as built" or other plans and specifications; (44) A statcFncnt of utility charges, repair costs and other cxpcnse:.-, incurrcd by Seller for the Date; (12) A true and correct statement of income and expenses from N/A to N/A (13) Any certificate of mold remediation that has been issued for the Property under Section 1958.154 of the Occupations Code within the preceding five years; and (14) Other B. Review of Documents. Purchaser will have a period of time (the "Document Review Period") to review the information identified above, ending the later to occur of: (1) days after the Effective Date; or (2) the end of the Inspection Period (if any). If Purchaser objects to any information disclosed to or discovered by Purchaser, in Purchaser's sole discretion, no matter how arbitrary, Purchaser may: (i) terminate this Contract by delivery of a written notice to Seller before the expiration of the Document Review Period, in which case the Earnest Money will be returned to Purchaser and Purchaser shall return all documents Seller delivered to Purchaser; or (ii) waive the objections and close the transaction. If Purchaser does not deliver a written termination notice to Seller before expiration of the Document Review Period, then any objections as to the information provided by Seller pursuant to this Section will be deemed to be waived by Purchaser. 12. ESTOPPEL CERTIFICATES. Seller agrees to deliver to Purchaser, at least N/A days before the Closing Date, estoppel certificates executed by each of the tenants under the leases of the Property stating: (1) whether the tenant is an assignee or subtenant; (2) the expiration date of the lease; (3) the number of renewal options under the lease, if any, and the total period of time covered by the renewal options; (4) that none of the terms or provisions of the lease have been changed since the original execution of the lease, except as shown on any attached amendments or modifications; (5) that no default exists under the terms of the lease by either landlord or tenant; ()Copyright 2014 NTCAR—Form No.1 (7/2014) 17 ;,/ Page 10 Produced with zipForm®by zipt ogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www anLociix com WEDC-Linduff (6) that the tenant has no claim against the landlord under the lease and has no defense or right of offset against collection of rent or other charges accruing under the lease; (7) the amount and payment date of the last payment of rent, the period of time covered by that payment, and the amount of any rental payments made in advance; (8) the amount of any security deposits and other deposits, if any; and (9) the identity and address of any guarantor of the lease. If any estoppel certificate is not timely delivered, or is unacceptable to Purchaser, then Purchaser may immediately notify Seller in writing of Purchasers objections. Seller shall promptly attempt to cure the unacceptable matters without any obligation to incur any cost in connection with the attempt. If Seller is unable to cure the unacceptable matters before the Closing Date, Purchaser may: (i) terminate this Contract by delivering a written termination notice to Seller, in which case the Earnest Money will be returned to Purchaser; or (ii) close the transaction, in which case Purchaser will be deemed to have waived any objections to the unacceptable matters. 13. CASUALTY LOSS AND CONDEMNATION. A. Damage or Destruction. All risk of loss to the Property will remain upon Seller before the Closing. If the Property is damaged or destroyed by fire or other casualty to a Material Extent (defined below), then Purchaser may terminate this Contract by delivering a written termination notice to Seller within 10 days after the date the casualty occurred (and in any event before the Closing), in which case the Earnest Money will be returned to Purchaser. If the Property is damaged by fire or other casualty to less than a Material Extent, the parties shall proceed to the Closing as provided in this Contract. If the transaction is to proceed to the Closing, despite any damage or destruction, there will be no reduction in the Purchase Price and Seller shall either: (1) fully repair the damage before the Closing, at Seller's expense; or (2) give a credit to Purchaser at the Closing for the entire cost of repairing the Property. The term "Material Extent" means damage or destruction where the cost of repair exceeds ten percent (10°/0) of the Purchase Price. If the repairs cannot be completed before the Closing Date, or the cost of repairing the Property cannot be determined before the Closing Date, then either party may postpone the Closing Date by delivering a written notice to the other party specifying an extended Closing Date that is not more than 30 days after the previously scheduled Closing Date. B. Condemnation. If condemnation proceedings are commenced before the Closing against any portion of the Property, then Seller shall immediately notify Purchaser in writing of the condemnation proceedings, and Purchaser may terminate this Contract by delivering a written notice to Seller within 10 days after Purchaser receives the notice (and in any event before the Closing), in which case the Earnest Money will be returned to Purchaser. If this Contract is not terminated, then any condemnation award will (a) if known on the Closing Date, belong to Seller and the Purchase Price will be reduced by the same amount, or (b) if not known on the Closing Date, belong to Purchaser and the Purchase Price will not be reduced. 14. ASSIGNMENT. (Check only one) El A. Assignment Permitted. Purchaser may assign this Contract provided the assignee assumes in writing all obligations and liabilities of Purchaser under this Contract, in which event Purchaser will be relieved of any further liability under this Contract. ©Copyright 2014 NTCAR—Form No.1 (7/2014) Page 11 Produced with zipForrnE)by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLogix corn " WEDC-Linduff CI B. Limited Assignment Permitted. Purchaser may assign this Contract only to a related party, defined as: (1) an entity in which Purchaser is an owner, partner or corporate officer; (2) an entity which is owned or controlled by the same person or persons that own or control Purchaser; or (3) a member or members of the immediate family of Purchaser, or a trust in which the beneficiary or beneficiaries is or are a member or members of the immediate family of Purchaser. Purchaser will remain liable under this Contract after any assignment. ID C. Assignment Prohibited. Purchaser may not assign this Contract without Seller's prior written consent. 15. CLOSING. A. Closing Date. The closing of the transaction described in this Contract (the "Closing") will be held at the offices of the Title Company at its address stated below, on the date (the "Closing Date") that is [complete only one]: 5 days after the expiration of the Inspection Period; days after the Effective Date; or However, if any objections that were timely made by Purchaser in writing pursuant to Section 6 (Review of Survey and Title) have not been cured, then either party may postpone the Closing Date by delivering a written notice to the other party specifying an extended Closing Date that is not more than thirty 30 days after the previously scheduled Closing Date. B. Seller's Closing Obligations. At the Closing, Seller shall deliver to Purchaser, at Seller's expense: (1) A duly executed [check only one] El General Warranty Deed ID Special Warranty Deed (with vendor's lien retained if financing is given by Seller or obtained from a third party) conveying the Property in fee simple according to the legal description prepared by the surveyor as shown on the Survey, subject only to the Permitted Exceptions; (2) An updated Title Commitment committing the underwriter for the Title Company to issue promptly after the Closing, at Seller's expense, the Title Policy 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 the Closing, and (at an additional premium cost) [check only one if applicable] ID with the survey exception modified at Seller's expense to read "any shortages in area,'' or fl with the survey exception modified at Purchaser's expense to read "any shortages in area;" (3) A Bill of Sale conveying the personal property described in this Contract, free and clear of liens, security interests, and encumbrances, subject only to the Permitted Exceptions (to the extent applicable); (4) Possession of the Property, subject to valid existing leases disclosed by Seller to Purchaser and other applicable Permitted Exceptions; (5) An executed assignment of all leases, if there are any leases affecting the Property; @Copyright 2014 NTCAR—Form No.1 (7/2014) l>/,/ Page 12 , Produced with zipForm®by zIpLcgix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zipLogix cam WEDC-Linduff (6) A current rent roll certified by Seller to be complete and accurate, if there are any leases affecting the Property; (7) Evidence of Seller's authority and capacity to close this transaction; and (8) All other documents reasonably required by the Title Company to close this transaction. C. Purchaser's Closing Obligations. At the Closing, Purchaser shall deliver to Seller, at Purchaser's expense: (1) The cash portion of the Purchase Price (with the Earnest Money being applied to the Purchase Price); (2) The Note and the Deed of Trust, if Addendum B-2, SELLER FINANCING, is attached; (3) An Assumption Agreement in recordable form agreeing to pay all commissions payable under any lease affecting the Property; (4) Evidence of Purchaser's authority and capacity to close this transaction; and (5) All other documents reasonably required by the Title Company to close this transaction. D. Closing Costs. Each party shall pay its share of the closing costs which are customarily paid by a seller or purchaser in a transaction of this character in the county where the Property is located, or as otherwise agreed. E. Prorations. Rents, lease commissions, interest on any assumed loan, insurance premiums on any transferred insurance policies, maintenance expenses, operating expenses, standby fees, and ad valorem taxes for the year of the Closing will be prorated at the Closing effective as of the date of the Closing (with the Purchaser being considered the owner of the Property for the entire day of the Closing). Seller shall give a credit to Purchaser at the Closing in the aggregate amount of any security deposits deposited by tenants under leases affecting the Property. If the Closing occurs before the tax rate is fixed for the year of the Closing, the apportionment of the taxes will be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, but any difference between actual and estimated taxes for the year of the Closing actually paid by Purchaser will be adjusted equitably between the parties upon receipt of a written statement of the actual amount of the taxes. This provision will survive the Closing. F. Rollback Taxes. If any Rollback Taxes are due 'before the Closing due to a change in use of the Property by Seller or a denial of any special use valuation of the Property before the Closing, then Seller shall pay those Rollback Taxes (including any interest and penalties) at or before the Closing. If this sale or a change in use of the Property or denial of any special use valuation of the Property after the Closing would result in the assessment after the Closing of additional taxes and interest applicable to the period of time before the Closing ("Rollback Taxes"), then: (1) Purchaser shall pay the Rollback Taxes (including any interest and penalties) if and when they are assessed, without receiving any credit from Seller; unless (2) this box ID is checked, in which case Seller shall give a credit to Purchaser at the Closing for the amount of the Rollback Taxes (including interest and penalties) that may be assessed after the Closing as reasonably estimated by the Title Company, and Purchaser shall pay the Rollback Taxes (including any interest and penalties) if and when they are assessed after the Closing. If Seller gives a credit to Purchaser for the ©Copyright 2014 NTCAR-Form No.1 (7/2014) // ,":„.7 Page 13 ""- Produced with zipForrnlb by z}pLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zIpLoaar cam /, WEDC-Linduff estimated amount of Rollback Taxes, and the actual Rollback Taxes assessed after the Closing are different from the estimate used at the Closing, then there will be no subsequent adjustment between Seller and Purchaser. G. Loan Assumption. If Purchaser assumes, or takes the Property subject to, an existing loan secured by the Property, then, at the Closing, in addition to the proration of interest on the loan, Purchaser shall pay: (1) to the lender, any assumption or transfer fee charged by the lender; (2) to the lender, reasonable attorney's fees charged by the lenders' attorney; and (3) to Seller, a sum equal to the amount of any reserve accounts held by the lender for the payment of taxes, insurance and any other expenses applicable to the Property for which reserve accounts are held by the lender, and Seller shall transfer the reserve accounts to Purchaser. Purchaser shall execute, at the option and expense of Seller, a Deed of Trust to Secure Assumption with a trustee named by Seller. If consent to the assumption is required by the lender, Seller shall obtain the lender's consent in writing and deliver the consent to Purchaser at the Closing. If Seller does not obtain the lender's written consent (if required) and deliver it to Purchaser at or before the Closing, Purchaser may terminate this Contract by delivering a written termination notice to Seller, and the Earnest Money will be returned to Purchaser. H. Foreign Person Notification. If Seller is a Foreign Person, as defined by the Internal Revenue Code, or if Seller fails to deliver to Purchaser a non-foreign affidavit pursuant to §1445 of the Internal Revenue Code, then Purchaser may withhold from the sales proceeds an amount sufficient to comply with applicable tax law and deliver the withheld proceeds to the Internal Revenue Service, together with appropriate tax forms. A non-foreign affidavit from Seller must include: (1) a statement that Seller is not a foreign person; (2) the U.S. taxpayer identification number of Seller; and (3) any other information required by §1445 of the Internal Revenue Code. 16. DEFAULT. A. Purchaser's Remedies. If Seller defaults or fails to close this Contract for any reason except Purchaser's default or the termination of this Contract pursuant to a right to terminate set forth in this Contract, Purchaser may elect to either: (1) enforce specific performance of this Contract (require Seller to sell the Property to Purchaser pursuant to this Contract); or (2) terminate this Contract by delivering a written notice to Seller. If Purchaser elects to terminate this Contract due to Seller's default, then Purchaser will be deemed to have waived the remedy of specific performance and any other remedies available to Purchaser (except for reimbursement for Purchaser's actual expenses as provided in the next paragraph) and the Earnest Money will be returned to Purchaser. If Seller defaults and Purchaser does not elect to enforce specific performance of this Contract, or the remedy of specific performance is not available, then Seller shall reimburse Purchaser for Purchaser's actual expenses paid by Purchaser to independent third parties in connection with this Contract including, but not limited to, reasonable fees and expenses for engineering assessments, environmental assessments, architectural plans, surveys and legal work (but excluding any indirect, punitive or consequential damages, such as a claim for lost profits) in an amount not to exceed $ actual expenses The foregoing will be Purchaser's sole and exclusive remedies for Seller's default unless this box EI is checked, in which case Purchaser may sue Seller for additional damages (in addition to the reimbursement of expenses as provided in the previous paragraph, to the extent such additional damages can be proven). If Purchaser chooses to sue Seller for reimbursement of expenses or other damages, then �, ©Copyright 2014 NTCAR—Form No.1 (712014) f , g Page 14 Produced with zipForrne by zipLogix 18070 Fifteen Mlle Read,Fraser,Michigan 48026 www.zilLogix..corn ✓ ' G WEDC-Linduff Purchaser must elect to pursue either specific performance or a claim for damages at the beginning of any legal action initiated by Purchaser. B. Seller's Remedies. If Purchaser fails to close this Contract for any reason except Seller's default or the termination of this Contract pursuant to a right to terminate set forth in this Contract, Purchaser will be in default and Seller may terminate this Contract and receive the Earnest Money as liquidated damages for Purchaser's breach of this Contract, thereby releasing Purchaser from this Contract. If Seller terminates this Contract due to Purchaser's default, then the Earnest Money will be paid to Seller. The right to receive the Earnest Money will be Seller's sole and exclusive remedy for Purchaser's default unless one of the following remedies is selected, in which case Seller may sue Purchaser: 0 to enforce specific performance (force Purchaser to purchase the Property pursuant to this Contract); or ID for actual damages in lieu of receiving the Earnest Money as liquidated damages. If one or both of the boxes is checked to allow Seller to sue Purchaser to enforce specific performance or for actual damages, then Seller must elect to either receive the Earnest Money or sue Purchaser for one of the other selected remedies at the beginning of any legal action initiated by Seller. 17. AGENCY DISCLOSURE. A. Agency Relationships. The term "Brokers" refers to the Principal Broker and the Cooperating Broker, if applicable, as set forth on the signature page. Each Broker has duties only to the party the Broker represents as identified below. If either Broker is acting as an intermediary, then that Broker will have only the duties of an intermediary, and the intermediary disclosure and consent provisions apply as set forth below. (Each broker check only one) (1) The Principal Broker is: CI agent for Seller only; or 71 agent for Purchaser only; or ID an intermediary. (2) The Cooperating Broker is: CI agent for Seller only; or ID agent for Purchaser only; or an intermediary. B. Other Brokers. Seller and Purchaser each represent to the other that they have had no dealings with any person, firm, agent or finder in connection with the negotiation of this Contract or the consummation of the purchase and sale contemplated by this Contract, other than the Brokers named in this Contract, and no real estate broker, agent, attorney, person, firm or entity, other than the Brokers, is entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of the representing party. Each party agrees to indemnify, defend, and hold the other party harmless from and against any costs, expenses or liability for any compensation, commission, fee, or charges that may be claimed by any agent, finder or other similar party, other than the Brokers, by reason of any dealings or acts of the indemnifying party. C. Fee Sharing. Seller and Purchaser agree that the Brokers may share the Fee (defined below) among themselves, their sales associates, and any other licensed brokers involved in the sale of the Property. The parties authorize the Title Company to pay the Fee directly to the Principal Broker and, if applicable, the Cooperating Broker, in accordance with Section 18 (Professional Service Fee) or any other agreement pertaining to the Fee. Payment of the Fee will not alter the fiduciary relationships between the parties and the Brokers. D. Intermediary Relationship. If either of the Brokers has indicated in Section 17.A. (Agency Relationships) or otherwise that the Broker is acting as an intermediary in this transaction, then Purchaser and Seller hereby consent to the intermediary relationship, authorize such Broker or Brokers to act as an @Copyright 2014 NTCAR—Form No.1 (7/2014) 7 Page 15 0,7 Produced with zipForm0 by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLooix cern WEDC-Linduff intermediary in this transaction, and acknowledge that the source of any expected compensation to the Brokers will be Seller, and the Brokers may also be paid a fee by Purchaser. A broker, and any broker or salesperson appointed to communicate with and carry out instructions of one party, who acts as an intermediary is required to act fairly and impartially, and may not: (1) disclose to the buyer that the seller will accept a price less than the asking price, unless instructed in a separate writing by the seller; (2) disclose to the seller that the buyer will pay a price greater than the price submitted in a written offer to the seller, unless otherwise instructed in a separate writing by the buyer; (3) disclose any confidential information or any information that a party specifically instructs the broker or salesperson in writing not to disclose, unless: (a) the broker or salesperson is otherwise instructed in a separate writing by the respective party; (b) the broker or salesperson is required to disclose the information by the Texas Real Estate License Act or a court order; or (c) the information materially relates to the condition of the Property; (4) treat a party to a transaction dishonestly; or (5) violate the Texas Real Estate License Act. Broker is authorized to appoint, by providing written notice to the parties, a license holder associated with Broker to communicate with and carry out instructions of one party, and another license holder associated with Broker to communicate with and carry out instructions of the other party. An appointed license holder may provide opinions and advice during negotiations to the party to whom the license holder is appointed. 18. PROFESSIONAL SERVICE FEE. A. Payment of Fee. Seller agrees to pay the Brokers a professional service fee (the "Fee") for procuring the Purchaser and for assisting in the negotiation of this Contract as follows: Payable by separate listing agreement between Principal Broker and Seller. The Fee will be earned upon the execution of this Contract and will be paid at the Closing of a sale of the Property by Seller pursuant to this Contract (as may be amended or assigned). The Fee will be paid by Seller to the Brokers in the county in which the Property is located. Seller shall pay any applicable sales taxes on the Fee. The Title Company or other escrow agent is authorized and directed to pay the Fee to the Brokers out of the Closing proceeds. A legal description of the Property, as set forth in this Contract and any Survey delivered pursuant to this Contract, is incorporated by reference in the agreement pertaining to the Fee set forth or referenced in this Section. The Fee is earned notwithstanding: (1) any subsequent termination of this Contract (except a termination by Seller or Purchaser pursuant to a right of termination in this Contract); or (2) any default by Seller. If the Closing does not occur due to Purchaser's default, and Seller does not elect to enforce specific performance, the Fee will not exceed one-half of the Earnest Money. If either party defaults ©Copyright 2014 NTCAR—Form No.1 (7/2014) - „.;,,', Page 16 Produced with zipPorm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zipLooix com I/ IVEDC-Linduff / / under this Contract, then the Fee will be paid within 10 days after the scheduled Closing Date, and the Title Company is authorized to pay the fee out of the Earnest Money or any other escrow deposit made pursuant to this Contract. If Seller defaults, then Seller's obligation to pay the Fee will not be affected if Purchaser chooses the remedy of terminating this Contract, and the amount of the Fee will not be limited to the amount of the Earnest Money or any other escrow deposit made pursuant to this Contract. B. Consent Required. Purchaser, Seller and Title Company agree that the Brokers are third party beneficiaries of this Contract with respect to the Fee, and that no change may be made by Purchaser, Seller or Title Company as to the time of payment, amount of payment or the conditions for payment of the Fee without the written consent of the Brokers. C. Right to Claim a Lien. Pursuant to Chapter 62 of the Texas Property Code, the Brokers hereby disclose their right to claim a lien based on the commission agreement set forth in this Contract and any other commission agreements applicable to the sale contemplated by this Contract. This disclosure is incorporated in any such commission agreements. 19. MISCELLANEOUS PROVISIONS. A. Definition of Hazardous Materials. "Hazardous Materials" means any pollutants, toxic substances, oils, hazardous wastes, hazardous materials or hazardous substances as defined in or pursuant to the Comprehensive Environmental Response. Compensation and Liability Act, as amended, the Clean Water Act, as amended, or any other Federal, State or local environmental law, ordinance, rule, or regulation, whether existing as of the Effective Date or subsequently enacted. B. Notices. All notices and other communications required or permitted under this Contract must be in writing and will be deemed delivered on the earlier of: (1) actual receipt, if delivered in person or by courier, with evidence of delivery; (2) receipt of an electronic facsimile ("Fax") transmission with confirmation of delivery to the Fax numbers specified in this Contract, if any; or (3) upon deposit with the United States Postal Service, certified mail, return receipt requested, postage prepaid, and properly addressed to the intended recipient at the address set forth in this Contract. 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. Copies of all written notices should also be delivered to the Brokers and to the Title Company, but failure to notify the Brokers or the Title Company will not cause an otherwise properly delivered notice to be ineffective. CI 1. Seller also consents to receive any notices by email. 2. Purchaser also consents to receive any notices by email. C. Termination. If this Contract is terminated for any reason, the parties will have no further rights or obligations under this Contract, except that: (1) Purchaser shall pay the costs to repair any damage to the Property caused by Purchaser or Purchaser's agents; and (2) each party shall perform any other obligations that, by the explicit provisions of this Contract, expressly survive the termination of this Contract. The obligations of this Section 19.C. will survive the termination of this Contract. The terms of any mutual termination agreement will supersede and control over the provisions of this Section 19.C. to the extent of any conflict. D. Forms. In case of a dispute as to the form of any document required under this Contract, the most recent form prepared by the State Bar of Texas will be used, modified as necessary to conform to the terms of this Contract. ©Copyright 2014 NTCAR-Form No.1 (7/2014) 4/)/, Page 17 6 Produced with zipForm by zipLogix 18070 Fifteen Mile Road,Fraser,Michigae 48026 www.zioLonix corn 7 1/ , WEDC-Linduff E. Attorneys' Fees. The prevailing party in any proceeding brought to enforce this Contract, or brought relating to the transaction contemplated by this Contract, will be entitled to recover, from the non-prevailing party, court costs, reasonable attorneys' fees and all other reasonable related expenses. F. Integration. This Contract contains the complete agreement between the parties with respect to the Property and cannot be varied except by written agreement. The parties agree that there are no oral agreements, understandings, representations or warranties made by the parties that are not expressly set forth in this Contract. Any prior written agreements, understandings, representations or warranties between the parties will be deemed merged into and superceded by this Contract, unless it is clear from the written document that the intent of the parties is for the previous written agreement, understanding, representation or warranty to survive the execution of this Contract. G. Binding Effect. This Contract will inure to the benefit of, and will be binding upon, the parties to this Contract and their respective heirs, legal representatives, successors and assigns. H. Time for Performance. Time is of the essence under each provision of this Contract. Strict compliance with the times for performance is required. I. Business Day. If any date of performance under this Contract falls on a Saturday, Sunday or Texas legal holiday, such date of performance will be deferred to the next day that is not a Saturday, Sunday or Texas legal holiday. J. Right of Entry. After reasonable advance notice and during normal business hours, Purchaser, Purchaser's representatives and the Brokers have the right to enter upon the Property before the Closing for purposes of viewing, inspecting and conducting studies of the Property, so long as they do not unreasonably interfere with the use of the Property by Seller or any tenants, or cause damage to the Property. K. Governing Law. This Contract will be construed under and governed by the laws of the State of Texas, and unless otherwise provided in this Contract, all obligations of the parties created under this Contract are to be performed in the county where the Property is located. L. Severability. If any provision of this Contract is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal, or unenforceable provision will not affect any other provisions, and this Contract will be construed as if the invalid, illegal, or unenforceable provision is severed and deleted from this Contract. M. Broker Disclaimer. The Brokers will disclose to Purchaser any material factual knowledge the Brokers may possess about the condition of the Property. Purchaser understands that a real estate broker is not an expert in matters of law, tax, financing, surveying, hazardous materials, engineering, construction, safety, zoning, land planning, architecture, or the Americans with Disabilities Act. Purchaser should seek expert assistance on such matters. The Brokers do not investigate a property's compliance with building codes, governmental ordinances, statutes and laws that relate to the use or condition of the Property or its construction, or that relate to its acquisition. Purchaser is not relying upon any representations of the Brokers concerning permitted uses of the Property or with respect to any nonconformance of the Property. If the Brokers provide names of consultants or sources for advice or assistance, the Brokers do not warrant the services of the advisors or their products. The Brokers cannot warrant the suitability of property to be acquired. Purchaser acknowledges that current and future federal, state and local laws and regulations may require any ©Copyright 2014 NTCAR—Form No.1 (7/2014) Page 18 Produced with zipForme by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLonix corn // WEDC-L induft Hazardous Materials to be removed at the expense of those persons who may have had or continue to have any interest in the Property. The expense of such removal may be substantial. Purchaser agrees to look solely to experts and professionals selected or approved by Purchaser to advise Purchaser with respect to the condition of the Property and will not hold the Brokers responsible for any condition relating to the Property. The Brokers do not warrant that Seller will disclose any or all property defects or other matters pertaining to the Property or its condition. Seller and Purchaser agree to hold the Brokers harmless from any damages, claims, costs and expenses including, but not limited to, reasonable attorneys' fees and court costs, resulting from or related to any person furnishing any false, incorrect or inaccurate information with respect to the Property, Seller's concealing any material information with respect to the condition of the Property, or matters that should be analyzed by experts. To the extent permitted by applicable law, the Brokers' liability for errors or omissions, negligence, or otherwise, is limited to the return of the Fee, if any, paid to the responsible Broker pursuant to this Contract. The parties agree that they are not relying upon any oral statements that the Brokers may have made. Purchaser is relying solely upon Purchaser's own investigations and the representations of Seller, if any, and Purchaser acknowledges that the Brokers have not made any warranty or representation with respect to the condition of the Property or otherwise. N. Counterparts. This Contract may be executed in a number of identical counterparts, and all counterparts will be construed together as one agreement. O. Patriot Act Representation. Seller and Purchaser each represent to the other that: (1) its property interests are not blocked by Executive Order No. 13224, 66 Fed. Reg. 49079; (2) it is not a person listed on the Specially Designated Nationals and Blocked Persons list of the Office of Foreign Assets Control of the United States Department of the Treasury; and (3) it is not acting for or on behalf of any person on that list. P. Exchange. Seller and Purchaser shall cooperate with each other in connection with any tax deferred exchange that either party may be initiating or completing in connection with Section 1031 of the Internal Revenue Code, so long as neither party will be required to pay any expenses related to the other party's exchange and the Closing is not delayed. Notwithstanding any other provision that may prohibit the assignment of this Contract, either party may assign this Contract to a qualified intermediary or exchange accommodation title holder, if the assignment is required in connection with the exchange. The parties agree to cooperate with each other, and sign any reasonable documentation that may be required, to effectuate any such exchange. 20. STATUTORY NOTICES. A. Abstract or Title Policy. At the time of the execution of this Contract, Purchaser acknowledges that the Brokers have advised and hereby advise Purchaser, by this writing, that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection or that Purchaser should be furnished with or obtain a policy of title insurance. B. Notice Regarding Unimproved Property Located in a Certificated Service Area. If the Property is unimproved and is located in a certificated service area of a utility service, then Seller shall give to Purchaser a written notice in compliance with §13.257 of the Texas Water Code, and Purchaser agrees to acknowledge receipt of the notice in writing. The notice must set forth the correct name of utility service provider authorized by law to provide water or sewer service to the Property, and must comply with all other applicable requirements of the Texas Water Code, ©Copyright 2014 NTCAR—Form No.1 (7/2014) fat, f" Page 19 Produced with zipForrn®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 wwmzioLonix.com WEDC-Luiduff C. Special Assessment Districts. If the Property is situated within a utility district or flood control district subject to the provisions of §49.452 of the Texas Water Code, then Seller shall give to Purchaser 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. D. Property Owners' Association. If the Property is subject to mandatory membership in a property owners' 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. In addition, Seller shall give to Purchaser the written notice required under §5.012 of the Texas Property Code, if applicable, and Purchaser agrees to acknowledge receipt of the notice in writing. Also, Seller shall give to Purchaser the resale certificate required under Chapter 207 of the Texas Property Code, if applicable, and Purchaser agrees to acknowledge receipt of the resale certificate in writing. E. Notice Regarding Possible Annexation. If the Property that is the subject of this Contract is located outside the limits of a municipality, the Property may now or later be included in the extraterritorial jurisdiction of the municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Property for further information. F. Notice Regarding Coastal Area Property. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, then Seller shall give to Purchaser a written notice regarding coastal area property, in compliance with §33.135 of the Texas Natural Resources Code, and Purchaser agrees to acknowledge receipt of the notice in writing. G. Gulf Intracoastal Waterway Notice. If the Property is located seaward of the Gulf Intracoastal Waterway, then Seller shall give to Purchaser a written notice regarding the seaward location of the Property, in compliance with §61.025 of the Texas Natural Resources Code, and Purchaser agrees to acknowledge receipt of the notice in writing. H. Notice for Property Located in an Agricultural Development District. If the Property is located in an agricultural development district, then in accordance with §60.063 of the Texas Agricultural Code: (1) Seller shall give to Purchaser a written notice that the Property is located in such a district: (2) Purchaser agrees to acknowledge receipt of the notice in writing; and (3) at the Closing, a separate copy of the notice with current information about the district will be executed by Seller and Purchaser and recorded in the deed records of the county in which the Property is located. I. Certificate of Mold Remediation. If a certificate of mold remediation has been issued for the Property under Section 1958.154 of the Occupations Code within the preceding five years, Seller is required to provide a copy of the certificate to Purchaser. J. Disclosure of Dual Capacity as Broker and Principal. [Complete if applicable] N/A is a licensed Texas real estate broker and is acting in a dual capacity as broker for the Purchaser and as a principal in this transaction, as he or she ©Copyright 2014 NTCAR—Form No.1 (7/2014) ,1 Page 20 Produced with nuForale by zipLogix 18070 Ftheen MiVe Road,Fraser,Michigan 48026 www.zioLogix.corn /4-4/ WEDC-Linduff may be the Purchaser (or one of the owners of the Purchaser after any assignment of this Contract). N/A is a licensed Texas real estate broker and is acting in a dual capacity as broker for the Seller and as a principal in this transaction, as he or she may be the Seller (or one of the owners of the Seller). 21. DISPUTE RESOLUTION. A. Mediation. If any dispute (the "Dispute") arises between any of the parties to this Contract including, but not limited to, payment of the Fee, then any party (including any Broker) may give written notice to the other parties requiring all involved parties to attempt to resolve the Dispute by mediation. Except in those circumstances where a party reasonably believes that an applicable statute of limitations period is about to expire, or a party requires injunctive or equitable relief, the parties are obligated to use this mediation procedure before initiating arbitration or any other action. Within seven days after receipt of the mediation notice, each party must deliver a written designation to all other parties stating the names of one or more individuals with authority to resolve the Dispute on such party's behalf. Within 14 days after receipt of the mediation notice, the parties shall make a good faith effort to select a qualified mediator to mediate the Dispute. If the parties are unable to timely agree upon a mutually acceptable mediator, any party may request any state or federal judge to appoint a mediator. In consultation with the mediator, the parties shall promptly designate a mutually convenient time and place for the mediation that is no later than 30 days after the date the mediator is selected. In the mediation, each party must be represented by persons with authority and discretion to negotiate a resolution of the Dispute, and may be represented by counsel. The mediation will be governed by applicable provisions of Chapter 154 of the Texas Civil Practice and Remedies Code, and such other rules as the mediator may prescribe. The fees and expenses of the mediator will be shared equally by all parties included in the Dispute. 137 Arbitration. If the parties arc unable to resolve any Dispute by mediation, thcn thc parties (including the Brokers) shall submit thc Dispute to binding arbitration before a single arbitrator. Thc Dispute will be decided by arbitration in accordance with the applicable arbitration statute and any rules selected by the arbitrator. After an unsucccsJul mediation, any party may initate the arbitration procedure by delivering a written notice of dcmand for arbitration to the other parties. Within 14-dayc after the rcooipt of the wrtton notice of demand for arbitration, the partioc shall make a good faith effort to solooF-a qualified arbitrator acceptable to all parties. If the parties arc unable to agree upon the selection of an arbitrator, then any party may request any state or fcdc al judge to appoint an arbitrator. This agreement to arbitrate will be specifically enforceable under the prevailing arbitration law. 22. CONSULT AN ATTORNEY. This Contract is a legally binding agreement. The Brokers cannot give legal advice. The parties to this Contract acknowledge that they have been advised to have this Contract reviewed by legal counsel before signing this Contract. Purchaser's attorney: Seller's attorney: Name: Name: Address: Address: Phone: Phone: Fax: Fax: Email: Email: 77/ @Copyright 2014 NTCAR—Form No.1 (7/2014) Page 21 Produced with zipFarme by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 45025 www zioLodix.com DC-L,IrldUff 23. EXHIBITS AND ADDENDA. All Exhibits and Addenda attached to this Contract are incorporated herein by reference and made a part of this Contract for all purposes [check all that apply]: 1:1 Exhibit "A" Legal Description ID Exhibit "B" Site Plan O Exhibit "C" Information About Brokerage Services I=1 Exhibit "D" O Addendum A Schedule of Personal Property LJ Addendum B-1 Third Party Financing CI Addendum B-2 Seller Financing CI Addendum B-3 Existing Loan O Addendum C Disclosure Notice CI Addendum D Lead Based Paint 1=I Addendum E Additional Provisions 1=11 Addendum F Seller' s Temp. Lease 24. CONTRACT AS OFFER. The execution of this Contract by the first party to do so constitutes an offer to purchase or sell the Property. If the other party does not accept that offer by signing this Contract and delivering a fully executed copy to the first party by the earlier of this date June 18, 2015 or the date that is 10 days after the date this Contract is executed by the first party, then that offer will be deemed to have been automatically withdrawn, in which case the Earnest Money, if any, will be returned to Purchaser. Any acceptance of an offer that has been withdrawn will be effective only if the party that withdrew the offer subsequently agrees to the acceptance either in writing or by course of conduct. 25. ADDITIONAL PROVISIONS. [Additional provisions may be set forth below or on any attached Addendum]. 1 . Notwithstanding any provisions to the contrary, after closing, Purchaser shall grant to Seller a short-term lease not to exceed 14 days . (see attached lease) 2 . If Purchaser elects to extend the inspection period per Section 10 (B) (2) , the independent consideration will be increased to $5,000 . 00 total. ©Copyright 2014 NTCAR—Form No. 1 (7/2014) e.• /.4'1, Page 22 Produced with zipForrne by zipLogix 1807D Fifteen Mile Road,Fraser,Michigan 48026 www.zieLogix.corn WEDC-L.induff This Contract is executed to be effective as of the date the Title Company acknowledges receipt of this fully executed Contract as indicated by the signature block for the Title Company (the Effective Date). SELLER: PURCHASER: TD Linduff Real Estate LP Wylie Economic Development Corporation ;..,, , --- c.,,,,fr- By: (Signature) ...-- e / By: (Signature)---e — Name: Tony Lindio-ty, -/ Name: Sam Satterwhite Title: President Title: Executive Director ,,,/ itr— Date of Execution: - 1,7 , ....) Date of Execution: By: (Signature) By: (Signature) Name: Name: Title: Title: Date of Execution: Date of Execution: PRINCIPAL BROKER: COOPERATING BROKER: Locations Realty N/A , , 7/ , , ..„.7 ),(/')0 e,./2:4, .-, ,-,,,,, By: (Signature) By: (Signature) Name: Vince Maige Name: Title: Broker Title: Address: 1609 Bur Oak Dr Address: Allen, TX 75002 Phone: (972) 965-0934 Phone: Fax: (972) 692-3494 Fax: Email:vince@buylocations.com Email: TREC License No.: 0411161 TREC License No.: @Copyright 2014 NTCAR-Form No.1 (7/2014) Page 23 Produced with zipForm®by zipLogrx 18070 Fifteen Mile Road,Fraser,Michigan 48026 worw.zioLcoix com WEDC-Linduff TITLE COMPANY RECEIPT: The Title Company acknowledges receipt of this Contract on ,f,6„//g.,/z5-i (the Effective Date). Upon receipt of the Earnest Money, the Title Company accepts the Earnest Money subject to the terms and conditions set forth in this Contract. TITLE COMPANY: Lawyers Title Company By: (Signature) k, Name: de-//e.."„/ 70 ex-A) Title: „cc-5'a/-4 c•—• Address: 25 /tel_ / 73 75-;'2 Phone: 72—f94- Fax: 2Lir t 1 / Em al I /s 0.5‘ PERMISSION TO USE: This form is provided for use by members of the North Texas Commercial Association of Realtors6, Inc. ("NTCAR'), members of the North Texas Commercial Association of Real Estate Professionals, Inc., and other licensed users of an NTCAR electronic forms system. Permission is given to make limited copies of the current version of this form for use in a particular Texas real estate transaction. Please contact the NTCAR office to confirm you are using the current version of this form. Mass production, or reproduction for resale, is not allowed without express permission. Any changes to this form must be made in a manner that is obvious. If any words are deleted, they must be left in the form with a line drawn through them. If changes are made that are not obvious, the person who made the change could be subject to a claim of fraud or misrepresentation for passing off an altered form as if it were the genuine NTCAR form. ©Copyright 2014 NTCAR—Form No.1 (7/2014) Page 24 Produced with zipFonne by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 45025 www zini_ogix.corn WEDC-Linduff Locations Realty NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM A TO COMMERCIAL CONTRACT OF SALE SCHEDULE OF PERSONAL PROPERTY Property address or description: 710 Business Way, Wylie, TX 75098 544 Industrial Park, Blk 1, Lot lOr (approx. 2.107 acres) 1. PERSONAL PROPERTY INCLUDED. All fixtures eftel—per-senel—rafepeFty on the Property and owned by Seller are included as part of the Property including, but not limited to: A. Lighting fixtures, signs, decorative accessories, barriers, traffic control devices and similar equipment; B. Refrigeration, heating, ventilating and air conditioning units and equipment; C. Electronic security equipment and remote transmitter devices; .137. Tools, equipment, parts and supplies used for the maintenance of thc Property, such ahooco, laddors, mowers and-ec.affold , including, but not limited to, any lioted hero: ET Furniohings and decorationo situated in common areao ouch co 1 artwork, lamps, furniture,, plantor , and tranh • but not limited to, any liotod here: 1 F. Operating manuals, service instructions and all records pertaining to the installation, operation, maintenance and repair of equipment and fixtures whether listed above as items of personal property or affixed as part of the real property; GT Trade names and assumed namcs used in connection with thc Property including but not limited to, any listed here: Telephone numbers of the management office of the Property including, but not limited to, any listed here: I. Licenses, permits, maintenance agreements, management agreements, plans and specifications, as-built drawings, shop drawings, warranties, guarantees and any other agreements relating to the Property or any part thereof; and K. Other items: Ark- /Fr ( 431°8'6672- 76L--- 2. PERSONAL PROPERTY EXCLUDED. The following items of personal property are not included in the Property and will not be transferred to Purchaser at Closing: Other than property listed above, no other personal property will be included in the sale. Seller may remove the excluded items at Seller's expense within 10 days after Closing. Seller shall repair any damage caused by the removal. This prevision will survive the Closing. ©Copyright 2014 NTCAR-Form No.1 (7/2014) ADDENDUM A Locations Realty,1609 Bur Oak Dr Allen,TX 75002 Phone:972.442-1222 Fax: 972.692.3494 Vince Maine „, WED -Linduff Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLogix.corn Locations Realty NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM B-1 TO COMMERCIAL CONTRACT OF SALE THIRD PARTY FINANCING Property address or description: 710 Business Way, Wylie, TX 75098 544 Industrial Park, Blk 1, Lot 10r (approx. 2.107 acres) 1. THIRD PARTY FINANCING. [Choose one]: 0 This Contract is subject to Purchaser obtaining approval from a third party lender of financing in the amount of $ , payable in monthly installments based on an amortization of not less than years, with a payment term of not less than years, and with the initial interest rate not to exceed per annum for the first years of the loan. El This Contract is subject to Purchaser obtaining approval from a third party lender of financing upon terms acceptable to Purchaser. 2. APPLICATION. Purchaser shall apply for the desired third party financing approval within seven days after the Effective Date and shall use reasonable efforts to obtain the financing approval. 3. FINANCING CONTINGENCY. If Purchaser does not obtain the financing approval by the date that is 30 days (the "Financing Contingency Period") after the Effective Date, then Purchaser may terminate this Contract by delivering a written notice to Seller within five days after the end of the Financing Contingency Period (but in any event before the Closing). Purchaser shall deliver a written notice to Seller confirming Purchaser has obtained the financing approval promptly after Purchaser receives the approval. If Seller does not receive that notice on or before the date that is two business days after the end of the Financing Contingency Period, then Seller may terminate this Contract by delivering a written notice to Purchaser at any time thereafter until Seller receives that notice (but in any event before the Closing). If either party terminates this Contract pursuant to this Section, the Earnest Money will be returned to Purchaser. ii ©Copyright 2014 NTCAR-Form No.1 (7/2014) AuD NDUM B-1 Locations Realty.1609 Bur Oak Dr Allen,TX 75002 Phone:972.442-1222 Fax, 972.692.3494 Vince Maige WEDC-Linduff Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 wvvw zipLoqoccom Locations Realty NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM C TO COMMERCIAL CONTRACT OF SALE DISCLOSURE NOTICE 710 Business Way Property address or description:wyzie, TX 75098 • 544 Industrial Park, Blk 1, Lot lOr (approx. 2.107 acres) This Disclosure Notice (this "Notice") is a statement.by Seller of the condition of the Property made as of the date of this Contract. This is not a substitute for any inspections Purchaser may make or for warranties that may be made by others. To best of Seller's knowledge, other than disclosed by Seller in this Notice: (1) the Property does not have any material latent, structural, or construction defects; (2) the Property is not contaminated with Hazardous Materials in violation of applicable laws and regulations; (3) none of the improvements on the Property has been constructed of materials known to be a potential health hazard to occupants of the Property; and (4) the following information is true and correct in all material respects, and Seller has included any material • fact concerning the Property of which. Seller is aware. These representations are not warranties or guarantees by Seller. Seller authorizes the Brokers to disclose to Purchaser all information about the condition of the Property whether disclosed to the Brokers by Seller orally or in writing (by this Notice or otherwise), or otherwise discovered. Seller shall advise Purchaser and the Brokers of any other material fact or condition, not reported here, that may arise or become known to Seller before the Closing. These representations are made by Seller only and are not representations of the Brokers. Seller acknowledges that Purchaser and the Brokers will be relying upon the accuracy and completeness of this information. . Please answer all questions. if the answer,to any question is "Yes," explain on a separate sheet. 1. Buildings and Improvements. Are there arty.defects or repairs needed to the following? N/A YES NO/ UNKNOWN a. Roof, parapets,flashing, penetrations, chimneys,skylights V b. Air conditioning, refrigeration, heating, ventilating systems, / air ducting,fans ✓/ c. Foundation piers, slabs, grade beams,footings,retaining walls V d. Floors, interiors,floor coverings, ceilings, millwork, partitions e. Exterior walls, curtain walls, weather proofing, daulking f. Structural components,columns, trusses, beam , bracing • g. Electrical systems,wiring, lighting,fixtures and equipment h. Plumbing systems,piping, drains, valves,fixtures and equipment Elevators, escalators, overhead doors, other built-in mechanical equipment • j. Windows, doors, plate glass, canopies, other arbhitectural features k. Parking areas,driveways, steps, walks, curbs and other pavements I. Landscaping,irrigation systems, embankments,fences,signs 2. Hazardous Materials. Have there been any Hazardous Materials: a. Released or deposited on or under or about the Property, or leaking on or from the Property? b. Used in the construction of the improvements or in finishing materials? • ---- c_ Released or deposited on or leaking from other properties contiguous to the Property? OO Copyright 2014 NTCAR-Form No.1 (712014) ADDENDUM Locations Realty,1609 Bur Oak Dr Allen_TX 75002 Phone:972.442-1222 Fax: 972 692 3494 Vince Maige WEDC-Lmdu1F Produced with zipFormO by zpLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zi Logix_com A.";u N/A YES NO UNKNOWN 3. Subsurface Conditions. a. Are there any material soil, geological, groundwater, or foundation problems? b. Are there underground storage tanks or leaking pipes on the Property? c. Is the Property situated in a wetland or over a garbage dump or waste landfill? 4. Special Conditions. a. Are there any public or private easements or agreements for utilities or access? b. Is the Property flood prone or located in a 100-year flood plain? a. Are there any violations of building codes, zoning ordinances, EPA regulations, OSHA regulations, or Texas Commission on Environmental Quality rules? d. Are there any violations of Deed Restrictions covering the Property? e. Are there any threatened condemnations by public authorities or utility companies, including planned streets, highways, railroads, utilities, or development projects? I. Is the Property located in a historical district or planned development district? g. Is the Property in any special zoning district or under a specific use permit? h. Are there any pending changes in zoning or in the physical condition of the Property? i. Is the Property subject to membership in a property owners' association or dues? —NL 5. Utilities Present. (Strike those not on the Property): City Water; Sanitary Sewer; Storm Drainage; Natural Gas; Electricity. CD Copyright 2014 NTCAR-Form No. 1 (7/2014) ADDENDUM C Produced with zipForm0 by zipLogix 18070 Fifteen Me Road,Fraser.Michigan 48026 www.zinLogix.com WEDC-Luidtiff Explanations For Addendum C Commercial Contract (1D) Some ceiling tiles need replacing in a few rooms (1H) A few toilets need some minor repair (3A) South side of building needs a small amount of dirt against the building Locations Realty NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® EXHIBIT "C" TO COMMERCIAL CONTRACT OF SALE INFORMATION ABOUT BROKERAGE SERVICES Property address or description: 710 Business Way, Wylie, TX 75098 544 Industrial Park, Elk 1, Lot lOr (approx. 2.107 acres) Texas law requires all real estate licensees to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are a prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner's agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer's agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly. IF THE BROKER REPRESENTS THE OWNER: The broker becomes the owner's agent by entering into an agreement with the owner, usually through a written listing agreement, or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell the owner's agent anything the buyer would not want the owner to know because an owner's agent must disclose to the owner any material information known to the agent. IF THE BROKER REPRESENTS THE BUYER: The broker becomes the buyer's agent by entering into an agreement to represent the buyer, usually through a written buyer representation agreement. A buyer's agent can assist the owner but does not represent the owner and must place the interests of the buyer first. The owner should not tell a buyer's agent anything the owner would not want the buyer to know because a buyer's agent must disclose to the buyer any material information known to the agent. IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate License Act. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary. The broker is required to treat each party honestly and fairly and to comply with The Texas Real Estate License Act. A broker who acts as an intermediary in a transaction: (1) shall treat all parties honestly; (2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner; (3) may not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer;and (4) may not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by The Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property. With the parties' consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker to communicate with and carry out instructions of one party and another person who is licensed under that Act and associated with the broker to communicate with and carry out instructions of the ether party. If you choose to have a broker represent you, you should enter into a written agreement with the broker that clearly establishes the broker's obligations and your obligations. The agreement should state how and by whom the broker will be paid. You have the right to choose the type of representation, if any, you wish to receive, Your payment of a fee to a broker does not necessarily establish that the broker represents you. If you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding. ©Copyright 2014 NTCAR-Form No.1 (7/2014) EXHIBIT Locations Realty,1609 Bur Oak Dr Allen,IX 75002 Phone:972.442-1222 Fax 972.692.3494 Vince Maige WEDC-Linduff Produced with zipForm6 by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLooix.com SELLER'S TEMPORARY LEASE 1. PARTIES: The parties to this Lease are Wylie Economic Development Corp. (Landlord) and TD Linduff Real Estate LP (Tenant). 2. LEASE: Landlord leases to Tenant the Property described in the Contract between Landlord as Buyer and Tenant as Seller dated S and known as 710 Business Way, Wylie, TX 75098 (address). 3. TERM: The term of this Lease commences on the date the sale covered by the Contract is closed and terminates 14 days later, unless terminated earlier by reason of other provisions. 4. RENTAL: Tenant shall pay to Landlord as rental $0.00 per day with the total rent to be paid at the time of funding of the sale. 5. UTILITIES; Tenant shall pay all utility charges. 6. USE OF PROPERTY: Tenant may use the Property only for the operation of its current business. 7. CONDITION OF PROPERTY: Tenant accepts the Property in its present condition and state of repair at the commencement of the Lease. Upon termination, Tenant shall surrender the Property to Landlord in the condition required under the Contract at the time of closing, except normal wear and tear. 8. ALTERATIONS: Tenant may not alter the Property or install improvements or fixtures without the prior written consent of Landlord. Any improvements or fixtures placed on the Property during the Lease become the property of Landlord, at Landlord's option. 9. SPECIAL PROVISIONS: 10. INSPECTIONS: Landlord may enter at reasonable times to inspect the Property. 11. LAWS: Tenant shall comply with all applicable laws, restrictions, ordinances, rules and regulations with respect to the Property. 12. REPAIRS AND MAINTENANCE: Tenant shall bear all expense of repairing and maintaining the Property, including but not limited to; all major systems including HVAC, plumbing, electrical and fire sprinkler systems, windows, doors, roof, walls, parking areas and grounds maintenance. Tenant shall promptly repair at Tenant's expense any damage to the Property caused directly or indirectly by any act or omission of the Tenant or any person other than Landlord, Landlord's agents or invitees. 13. INDEMNITY: Tenant indemnifies Landlord from the claims of all third parties for injury or damage to the person or property of such third party arising from the use or occupancy of the Property by Tenant. This indemnification includes attorney's fees, costs and expenses incurred by Landlord. 14. INSURANCE: Landlord and Tenant shall each maintain such insurance on the contents and Property as each party may deem appropriate during the term of this Lease. NOTE: CONSULT YOUR INSURANCE AGENT PRIOR TO CLOSING. Possession of the Property by Seller as Tenant may change insurance policy coverage. Initials for identification by Landlor and Tenant Seller's Temporary Lease 710 Business Way, Wylie, TX Page Two 15. DEFAULT: If Tenant fails to perform or observe any provision of this Lease and fails, within 24 hours after notice by Landlord,to commence and diligently pursue to remedy such failure, Tenant will be in default. 16. TERMINATION: This Lease terminates upon expiration of the term specified in Paragraph 3 or upon Tenant's default under this Lease. 17. HOLDING OVER: Tenant shall surrender possession of the Property upon temtination of this Lease. Any possession by Tenant after termination creates a tenancy at sufferance and will not operate to renew or extend this Lease. Tenant shall pay $250.00 per day during the period of any possession after termination as damages, in addition to any other remedies to which Landlord is entitled. 18. ATTORNEY'S FEES: The prevailing party in any legal proceeding brought under or with respect to the transaction described in this Lease is entitled to recover from the non- prevailing party all costs of such proceeding and reasonable attorney's fees. 19. CONSULT YOUR ATTORNEY: Real estate licensees cannot give legal advise. This Lease is intended to be legally binding. READ IT CAREFULLY. If you do not understand the effect of this Lease, consult your attorney BEFORE signing. 20. NOTICES: All notices under this Lease from one party to the other must be in writing and are effective when delivered as follows: To Landlord: To Tenant: Wylie EDC TD Linduff Real Estate LP 250 S Hwy 78 701 Business Way Wylie, TX 75098 Wylie, TX 75098 AGREED and EXECUTED this I VI day of Iv u cd2 ( ) Landlord Tenapt Landlord Tenant Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: 9-22-15 Item Number: 7 Department: WEDC (City Secretary's Use Only) Prepared By: Sam Satterwhite Account Code: Date Prepared: 9-14-15 Budgeted Amount: Exhibits: 1 Subject Accept and place on file a Real Estate Sales Contract between the Wylie Economic Development Corporation and Joe H. Edge & Barbara J. Edge. Recommendation WEDC staff recommends that the Wylie City Council accept and place on file a Real Estate Sales Contract between the Wylie Economic Development Corporation and Joe H. Edge & Barbara J. Edge. Discussion Attached for the Council's review is a Real Estate Sales Contract between the Wylie Economic Development Corporation (WEDC) and Joe H. Edge and Barbara J. Edge. Following closing on the Linduff property, the WEDC will convey the Linduff Property to Joe & Barbara Edge who will in turn lease the real estate to Mann Made, Inc. — II. There will be no direct cost to the Edge's other than those commitments identified within the Performance Agreement. All Contracts/Agreements with Edge, Mann Made, and Linduff will be executed simultaneously. WEDC staff anticipates that the attached Contract will be executed on September 21, 2015 with a closing date no later than October 9, 2015. Page 1 REAL ESTATE SALES CONTRACT STATE OF TEXAS COUNTY OF COLLIN THIS REAL ESTATE SALES CONTRACT (this "Contract") is made by and between WYLIE ECONOMIC DEVELOPMENT CORPORATION,250 South Highway 78,Wylie,Texas 75098 ("Seller") and JOE H. EDGE and BARBARA J. EDGE, a married couple, P. O. Box 617, Wylie, Texas 75098 ("Purchaser"), upon the terms and conditions set forth herein. ARTICLE I 1.01. Seller hereby sells and agrees to convey by a Special Warranty Deed(the"Deed"),and Purchaser hereby purchases and agrees to pay for, that certain real estate, and any improvements located thereon,being approximately 2.107 acres of land located in the City of Wylie,Collin County, Texas,as more particularly described in Exhibit A, attached hereto and incorporated herein for all purposes (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,alleys or rights-of-way,and including all of Seller's 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 described above and the rights and appurtenances described herein being herein collectively referred to as the "Property"), for the consideration and upon the terms and conditions hereinafter set forth. The Property will be conveyed to Purchaser at the Closing(as defined below)free and clear of all liens, claims,easements,right-of-way,restrictions,encroachments,mineral interests,royalty interests,oil,gas,or mineral leases,except those encumbrances that either are not objected to or are objected to and not cured and that are subsequently waived pursuant to the Contract(the"Permitted Exceptions"). Seller is not the current owner of the Property. Seller has entered into a contract to purchase the Property,which contract is expected to close on or before the Closing Date set forth below. The Closing shall be contingent upon Seller successfully closing on the Property. If Seller fails to close on the Linduff Property for any reason,this Contract shall automatically terminate. This Contract is made contemporaneously with another contract between Seller and Purchaser for the conveyance of 1.230 acres of land located in the City of Wylie, Collin County, Texas (the "Contingent Contract"), as more particularly described in Exhibit B, attached hereto and incorporated herein for all purposes(the"Contingent Property").It is the intent of the parties Real Estate Sales Contract—Page- 1 - #673241 that the Property and the Contingent Property are to be conveyed at the same time. The parties' obligations hereunder are contingent upon the Contingent Contract closing simultaneously with this Contract. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The Property is being conveyed by Seller to Purchaser as part of the consideration for the acquisition of the Contingent Property,together with the construction of the Improvements to the Property to be completed by the Seller post-closing described in Section 3.06 hereof. Payment of Purchase Price 2.02. The Purchase Price shall be subject to the terms and conditions set forth in that certain Performance Agreement,including specifically the Liquidated Damages clause contained therein,the form of which Performance Agreement is attached hereto and incorporated herein as Exhibit C(the "Performance Agreement"). 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 five (5) days after the Effective Date of this Contract, Seller, at Seller's sole cost and expense, shall have caused Lawyers Title (D. Baron Cook, Escrow Officer), 250 South Highway 78, 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 easements, rights-of-way, and any instruments referred to in the Title Commitment as constituting exceptions or restrictions upon the title of Seller (the "Title Documents"). Survey 3.03. Within five(5)days after the Effective Date of this Contract,Seller shall have a current plat of survey ("Survey") of the Property, prepared by a duly licensed Texas land surveyor, and delivered to the Seller and the Title Company, at Purchaser's sole cost and expense. The Survey Real Estate Sales Contract—Page 2 #673241 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 legal description, boundary lines and the location of all improvements, highways, streets and roads (including the right-of-way and pavement widths of each), signal lights, median breaks, curbcuts, 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 of square feet comprising the Property. Review Period 3.04. Purchaser shall have five(5)days(the"Review Period")after Purchaser's receipt of the later of the Survey, Title Commitment and Title Documents to review same and to deliver in writing to Seller such objections as Purchaser may have to anything contained in them (the "Objection Notice"), and in the event Purchaser states that the condition is not satisfactory, Seller may,but is not obligated to,promptly undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser, but shall be under no obligation to incur any cost in so doing. Purchaser hereby agrees the lien for current taxes, and any items not objected to timely by Purchaser shall hereinafter be deemed to be permitted exceptions(the"Permitted Exceptions")and Purchaser shall not be entitled to object to the status of title, the survey or avoid the Closing on account of such permitted exceptions. In the event Seller is unable or unwilling to cure any objections contained in the Objection Notice within five (5) days after receipt of same, Purchaser may, by written notice delivered within five (5) days thereafter, terminate this Contract and the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser. If Purchaser does not terminate this Contract as set forth above, Purchaser shall be deemed to have accepted the Property subject to the objections. Due Diligence Materials 3.05. Within five (5) days after the Effective Date of this Contract, Seller shall deliver to Purchaser any of the following which Seller might have in its possession or control that relate to the Real Property(the "Due Diligence Materials"): (a) copies of any land and/or operating leases for the Property; (b) copies of any site topographical map and existing engineering reports, soils reports, or studies; (c) copies of any plans submitted to the City of Wylie, that relate to the Property The delivery of such Due Diligence Materials by Seller to Purchaser does not constitute any representation on the part of Seller that the information contained therein is true, accurate or complete; provided, however, Seller shall not intentionally or knowingly fail to deliver any documents that may be necessary for Purchaser's review of the Property and/or development in Real Estate Sales Contract—Page 3 #673241 which the Property is located. Seller Improvements 3.06. Seller shall construct certain improvements to the Property subsequent to Closing,as set forth in Exhibit D attached hereto(the"Improvements"). Substantial Completion(as defined herein)of the Improvements shall be attained within ninety(90)days after Closing,subject to Force Majeure (as defined herein). "Substantial Completion" is hereby defined as the date on which a Certificate of Occupancy is issued by the City of Wylie, Texas. "Force Majeure"is hereby defined as earthquake,flood,acts of God,acts of or by public enemies,war,insurrection,riot,strike,lockout, shortage of material or labor,delay caused by any governmental authority,or any other cause that is beyond the control of Seller. ARTICLE IV CLOSING 4.01. The Closing shall be at the offices of the Title Company on ,2015 (the"Closing Date"), or on such other date as the parties may mutually agree. 4.02. At the Closing Seller shall: (a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property,free and clear of any and all liens,encumbrances,conditions,easements,assessments,and restrictions,except for the following: (1) General real estate taxes for the year of Closing and subsequent years not yet due and payable; (2) The Permitted Exceptions; (3) Any exceptions approved by Purchaser pursuant to this Contract; and (4) Any exceptions approved by Purchaser in writing. (b) Deliver to Purchaser, at Seller'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, 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,except as to shortages in area(such survey exception deletion to be at Purchaser's expense). (c)Deliver to Purchaser possession of the Property, subject to Seller's obligation Real Estate Sales Contract—Page 4 #673241 to complete the Improvements described in the Development Agreement. (d) Deliver to Purchaser the fully executed Performance Agreement. 4.03. At the Closing, Purchaser shall: (a) Deliver to Seller the fully executed Performance Agreement. (b) Deliver to Seller a copy of a fully executed lease agreement by and between Purchaser,as Landlord,and Mann Made, Inc.—II,a Texas corporation("Mann Made"),as Tenant, whereby Seller leases the Property to Mann Made. 4.04. All state,county,and municipal taxes for the then current year relating to the Property shall be prorated as of the Closing Date between Seller and Purchaser. If there is any rollback tax liability for the Real Property for the period of time prior to or subsequent to Closing,the Purchaser will be responsible for those taxes. 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 shall be borne and paid as provided in this Contract,or if this Contract is silent,as is usual and customary for real estate transactions in Collin County,Texas. ARTICLE V REAL ESTATE COMMISSIONS 5.01. It is expressly understood and agreed that no brokers have been involved in the negotiation or consummation of this Contract. Purchaser and Seller hereby agree to indemnify, defend,and hold harmless the other party from any and all claims for any commission(s),brokerage fees or finder's fees brought by any person on account of the acts or omissions of the indemnifying party. ARTICLE VI Real Estate Sales Contract—Page 5 #673241 REPRESENTATIONS 6.01. As a material inducement to the Purchaser to execute and perform its obligations under this Contract, the Seller hereby represents and warrants to the Purchaser as of the date of execution of this Contract and through the date of the Closing that the following is true to the knowledge of Seller, with no duty on the part of Seller to investigate the same: (a) 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. The Seller is not in default with respect to any order or decree of any court of any governmental agency or instrumentality; (b) The Seller is not in violation of any term or provision of any charter,bylaw, mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation, and the execution and delivery of and performance and compliance with this Contract will not result in the violation of or be in conflict with or constitute a default under any such term or provision or result in the creation of any mortgage, lien, encumbrance, or charge upon any of the Property pursuant to any such term or provision; (c) The Seller will have at Closing good and indefeasible title to all of the Property,held subject to no lease,mortgage,pledge,lien,charge,security interest,encumbrance,or restriction whatsoever, except as disclosed to Purchaser in the Title Commitment or as otherwise disclosed in writing by Seller to Purchaser, and Seller is duly authorized to sell the Property; (d) There are no parties in possession of any portion of the Property except as have been disclosed to Purchaser; (e) The Property is not in a water district. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,AND EXCEPT FOR THE WARRANTY OF TITLE CONTAINED IN THE DEED AND EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, (A) THE PROPERTY IS SOLD BY SELLER AND PURCHASED AND ACCEPTED BY PURCHASER ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS, SUBJECT TO ANY CONDITION WHICH MAY EXIST, AND WITHOUT THE EXISTENCE OF AND WITHOUT RELIANCE UPON ANY REPRESENTATION,WARRANTY,AGREEMENT,OR STATEMENT BY SELLER,OR ANYONE ACTING ON BEHALF OF SELLER,INCLUDING,WITHOUT LIMITATION, ANY BROKER,ENGINEER,ARCHITECT,ATTORNEY,SURVEYOR,APPRAISER,OR ENVIRONMENTAL CONSULTANT;(B)PURCHASER HAS OR WILL HAVE,PRIOR TO THE CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE Real Estate Sales Contract—Page 6 #673241 PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY ON THE FOREGOING BASIS; (C) PURCHASER IS RELYING SOLELY UPON SUCH INSPECTIONS, EXAMINATION, AND EVALUATION OF THE PROPERTY BY PURCHASER IN PURCHASING THE PROPERTY ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION, WARRANTY, AGREEMENT OR STATEMENT BY SELLER OR ANYONE ACTING ON BEHALF OF SELLER, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, OTHER THAN THE WARRANTY OF TITLE CONTAINED IN THE DEED;AND(D)PURCHASER HEREBY ASSUMES THE RISK THAT ENVIRONMENTAL CONDITIONS(AS DEFINED HEREIN) MAY EXIST ON THE PROPERTY AND HEREBY RELEASES SELLER OF AND FROM ANY AND ALL CLAIMS, ACTIONS, DEMANDS, RIGHTS, DAMAGES, COSTS OR EXPENSES(COLLECTIVELY THE"CLAIMS")WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THE ENVIRONMENTAL CONDITION OF THE PROPERTY. AS USED HEREIN, THE TERM "ENVIRONMENTAL CONDITION" SHALL MEAN ANY CONDITION WITH RESPECT TO THE PROPERTY WHICH COULD OR DOES RESULT IN ANY CLAIM AGAINST THE OWNER OF THE PROPERTY BY ANY THIRD PARTY (INCLUDING ANY GOVERNMENTAL ENTITY) UNDER (1) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, 42 U.S.C. § 9601 ET SEQ.,(2)THE RESOURCE CONSERVATION AND RECOVERY ACT,42 U.S.C.§ 6901 ET SEQ., (3) THE FEDERAL WATER POLLUTION CONTROL ACT, 33 U.S.C. § 2601 ET SEQ.,(4)THE OIL POLLUTION ACT,33 U.S.C.§2701 ET SEQ.,(5)THE TOXIC SUBSTANCES CONTROL ACT,15 U.S.C.§2601 ET SEQ.,(6)THE CLEAN WATER ACT, 33 U.S.C. § 1251 ET SEQ., (7)THE CLEAN AIR ACT,42 U.S.C. § 7401 ET SEQ.,(8)THE HAZARDOUS MATERIALS TRANSPORTATION ACT,49 U.S.C.§1801 ET SEQ.,(9)THE OCCUPATIONAL SAFETY AND HEALTH ACT, 29 U.S.C. § 651 ET SEQ., (10) THE TEXAS SOLID WASTE DISPOSAL ACT,TEX. HEALTH& SAFETY CODE ANN. §361, ET SEQ.,AND/OR(11) SIMILAR STATE AND LOCAL LAWS,NOW OR HEREAFTER EXISTING, ALL AS AMENDED FROM TIME TO TIME, AND ALL REGULATIONS, RULES AND GUIDANCE ISSUED PURSUANT THERETO, INCLUDING, WITHOUT LIMITATION,ANY CONDITION RESULTING FROM OPERATIONS CONDUCTED ON THE PROPERTY OR ON PROPERTY ADJACENT THERETO. SELLER SHALL NOT HAVE (AND PURCHASER WAIVES) ANY OBLIGATION TO DISCLOSE FACTS REGARDING THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CONDITION AFFECTING THE PROPERTY), REGARDLESS OF WHETHER SUCH FACTS ARE DISCOVERABLE BY THE PURCHASER. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF AND SHALL BE CONTAINED IN THE DEED. 6.02. All statements in this Article expressly shall survive the Closing for a period of one (1)year from Closing; and Seller shall indemnify and hold Purchaser harmless from any breach of such statements. ARTICLE VII BREACH BY SELLER Real Estate Sales Contract—Page 7 #673241 7.01. In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default, or pursuant to a right of termination expressly granted hereunder,Purchaser may terminate this Contract and obtain the return of the Escrow Deposit as liquidated damages or pursue specific performance,as its sole and exclusive remedies. ARTICLE VIII BREACH BY PURCHASER 8.01. In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in this Contract having been satisfied,and Purchaser being in default and Seller not being in default hereunder, Seller may either (i) terminate this Contract and receive the Escrow Deposit as liquidated damages,or(ii)obtain specific performance, as its sole and exclusive remedies. ARTICLE IX MISCELLANEOUS 9.01. The parties agree to the following miscellaneous provisions: Survival of Covenants (a) 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 for a period of one(1)year(or such longer period of time as may be expressly contemplated by this Contract in the specific instance)and shall not be merged therein. Notice (b) 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 (c) 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 (d) 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. Real Estate Sales Contract—Page 8 #673241 Nondisclosure (e) Neither party shall disclose to any person or entity(other than that parry's advisors or as may be required by law) the terms of this Contract or the identity of the parties and shall not issue any press or other informational releases without the express written consent of each party. Legal Construction (f) 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 (g) 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 (h) Time is of the essence of this Contract. Attorneys' Fees (i) 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 (j) Words of any gender used in this Contract shall be held and construed to include nay other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Compliance (k) 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. Real Estate Sales Contract—Page 9 #673241 Effective Date of Contract (1) 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. Counterparts/Facsimile (rn) This Contract may be executed by original or facsimile signatures in multiple counterparts, each of which shall constitute an original and together constitute one and the same instrument. Idle remainder of"this page is intentionally left blank;signature page to fallow] Real Estate Sales Contract _Page 10 #6734 k Executed on the dates set forth at the signatures of the parties hereto. SELLER: WYLIE ECONOMIC DEVELOPMENT CORPORATION By: Name: Date of Execution: PURCHASER: JOE H. EDGE Date of Execution: BARBARA J. EDGE Date of Execution: Real Estate Sales Contract- Page I 073241 TITLE COMPANY ACCEPTANCE: The Title Company acknowledges receipt of the Escrow Deposit on at (a.m./p.m.)and accepts the Escrow Deposit subject to the terms and conditions set forth in this Contract. TITLE COMPANY: LAWYERS TITLE BY: PRINTED NAME: TITLE: ADDRESS: Real Estate Sales Contract—Page 12 #673241 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Lot 10R, Block 1 of 544 Industrial Park, an addition to the City of Wylie, Collin County, Texas, according to the plat thereof recorded in Volume K,Page 73, Map Records,Collin County,Texas, together with Ratification of Plat recorded in Volume 4064, Page 1408, Real Property Records, Collin County, Texas. Reat Estate Sales Contract Page 1 #673111 EXHIBIT B LEGAL DESCRIPTION OF CONTINGENT PROPERTY Being a tract of land in the S. B. Shelby Survey, Abstract No. 820, Collin County,Texas and being a portion of the land described in a deed to Mary Genene Hughes, recorded in Volume 3997, Page 0865, Deed Records of Collin County, Texas(DRCCT) and being a portion of the land described in a deed to Collin County as recorded in Volume 4980, Page 2156, Deed Records of Collin County,Texas and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod set with a red plastic cap stamped W.A.I. in the southerly right of way of the St. Louis Southwestern Railroad(100 foot right of way)and the most northwestern corner a tract of land described in a deed as Lot 7, Railroad Industrial Park, Cabinet C, Page 748, DRCCT; THENCE, South 36 degrees 38 minutes 01 seconds East, a distance of 292.72 feet to a 1/2 inch iron rod set with a plastic cap stamped with W.A.I. for corner; THENCE, South 52 degrees 51 minutes 16 seconds West, a distance of 176.96 feet to a 1/2 inch iron rod set with a plastic red cap stamped with W.A.I. for corner; THENCE,North 37 degrees 07 minutes 11 seconds West, a distance of 311.36 feet to a 1/2 inch iron rod set with a plastic red cap stamped with W.A.I. for the beginning of a curve to the left with a radius of 1906.58 feet,with a chord bearing of North 58 degrees 47 minutes 20 seconds East, and a chord length of 180.40 feet; THENCE, along the southerly line of St. Louis Railroad, continuing said curve to the left through a central angle of 05 degrees 25 minutes 24 seconds and an arc length of 180.47 feet to POINT OF BEGINNING; Containing within these metes and bounds 1.230 acres and 53,579 square feet of land, more or less. Real Estate Sales Contract—Page 14 #673241 Exhibit C Performance Agreement between Wylie Economic Development Corporation and Mann Made,Inc. -II This PERFORMANCE AGREEMENT(the"Agreement")is entered into as of the_day of 2015, by and between the Wylie Economic Development Corporation, a Texas corporation ("WEDC") and Mann Made,Inc. -H, a Texas corporation ("Company"), RECITALS: WHEREAS, WEDC is purchasing from Joe and Barbara Edge("Edge"),the owners of the Company, 1.230 acres of property, more or less, situated in the City of Wylie, Texas (the "City"), which real property is more particularly described in Exhibit A, attached hereto and incorporated herein by this reference(the"Edge Property"),pursuant to the terms of that certain Real Estate Sales Contract by and between WEDC and Edge (the "Edge Contract"); WHEREAS,as part of the consideration for the acquisition of the Edge Property,and as an economic incentive to the Company to retain its business operations in the City,WEDC is conveying to Edge, and upon such conveyance Edge will then lease to the Company, 2.107 acres of property, more or less,situated in the City of Wylie,Texas(the"City"),pursuant to the terms of a Real Estate Sales Contract by and between WEDC, as seller, and Edge, as purchaser (the "Mann Made Contract"), which real property is more particularly described in Exhibit B, attached hereto and incorporated herein by this reference (the "Property"); WHEREAS, pursuant to the terms of the Mann Made Contract, WEDC is constructing certain improvements to the Property; WHEREAS,Company intends to relocate its business to the Property and will occupy one or more buildings and other improvements on the Property consisting of its corporate office and a manufacturing/assembly facility of not less than 15,000 square feet(the "Improvements"); WHEREAS,Company has requested that the WEDC convey the Property to Edge as part of the consideration for the Edge Property, and construct the Improvements as a form of economic assistance and provide additional economic assistance to offset the cost of relocating the Company facility within the City; and 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,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: Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 1 #675672v2 1. Project Subject of Agreement. WEDC shall convey the Property to Edge pursuant to the terms of the Mann Made Contract, which Edge will then lease to the Company. WEDC shall further construct the Improvements according to plans and specifications approved by the City on the Property,according to its rules and regulations(the"Project"). WEDC shall commence construction of the Project within fifteen (15) days after the closing of the sale of the Property from WEDC to Edge. Upon completion of the Project, a Certificate of Occupancy ("CO") shall be issued for the Project. Completion of the Project shall be a precondition to Company's requirements hereunder. 2. Economic Assistance. Subject to the terms of this Agreement, the WEDC will provide to Company economic assistance as follows: (1) payment of One Hundred Sixty-Six Thousand and No/100 Dollars($166,000.00)directly to Able Machinery Movers Inc.pursuant to the quote attached hereto as Exhibit C(the"Moving Quote"),to cover Company's relocation expenses; (2) payment of Five Thousand and No/100 Dollars ($5,000.00) to the Company, which shall be allocated to moving expenses not covered by the Moving Quote that the Company expends in relocating its equipment and inventory from the Edge Property to the Property;and(3)construction of the Improvements at WEDC's sole cost and expense,the total estimated value of which is Five Hundred Forty-Nine Thousand Four Hundred Fifty and No/100 Dollars ($549,450.00), as more particularly set forth on the attached Exhibit D (the "Cost Estimate"). The Company shall not be required to reimburse WEDC for the value of the economic assistance set forth herein so long as the Company complies with the requirements set forth in this Agreement. Notwithstanding the foregoing,upon the failure of the Company to comply with any of the requirements set forth herein, the Company shall pay to WEDC the Liquidated Damages as defined herein. 3. Criteria to Qualify for Economic Assistance. To qualify for the Economic Assistance, all of the following criteria must be satisfied: (a) Company shall ensure that the Edge Property is sold to the WEDC pursuant to the terms of the Edge Contract. (b) Company shall maintain its Texas principal place of business in the City until the date a CO is issued by the City for the Property,which shall be operated as an on-going business until the CO is issued,as evidenced by Company's weekly payment of payroll taxes, in the amounts required by law. (c) Company shall employ at least five(5)Full-Time Employees(defined below) at its principal place of business until the date a CO is issued by the City,with the cumulative weekly payroll for such employees to be not less than One Thousand Seven Hundred Sixty and No/100 Dollars ($1,760.00)per week. (d) Company shall ensure that the Edge Property has been completely vacated within seven(7)months after the closing of the Edge Contract,subject to extensions of time based on unforeseeable delays to the construction of the Improvements by WEDC and unforeseeable delays relating to the Company's relocation that are not caused by the Company. Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc,-II,a Texas corporation—Page 2 #675672v2 (e) An Extrusion Press shall become operational at the Property within One(1) month after the relocation is complete. An Extrusion Press shall be deemed operational upon the extrusion of a billet. (f) Company shall not open or operate, or provide any consultation services regarding the opening or operation of,any third party miniature extrusion business during the term of this Agreement. (g) Company shall pay all property taxes affecting the Property 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. 4. Payment of Economic Assistance. Upon the satisfaction by Company of all of the requirements set forth herein, and for the time periods set forth herein, this Agreement shall terminate, and neither party shall have any further obligations to the other party under this Agreement. 5. Event of Default by Company. In the event of any failure by Company to satisfy the requirements set forth in the Agreement(a"Default"), 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,the Agreement shall become null and void and Company shall pay to WEDC an amount equal to One Hundred Fifty-Five Thousand And No/100 Dollars($155,000.00)as liquidated damages(the"Liquidated Damages")for Company's failure to abide by this Agreement. 6. Miscellaneous. (a) This Agreement may not be assigned by Company without the prior written consent of the WEDC,which consent shall be within the sole discretion of the 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. (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 Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 3 #675672v2 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 the Mann Made,Inc.- II at P. O. Box 617, Wylie, Texas 75098, 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 invalid, 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. (m) The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc -II,a Texas corporation—Page 4 #675672v2 (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,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 I cnnamEc Development Corporation and Mann Made,Inc -Il,a"Texas curl ma=—Page 5 it675'672v2 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. THE WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas corporation I3y: Marvin Fuller,President Date of Execution: MANN MADE, INC. -II, a Texas corporation By:, Name: Title: Date of Execution: Performanc Agreement Between Wylie Economic Devetopment Corporation and Man Made,Inc -II,d Texas corporation—Page 6 11675612v2 EXHIBIT A The Edge Property Being a tract of land in the S. B. Shelby Survey, Abstract No. 820,Collin County, Texas and being a portion of the land described in a deed to Mary Genene Hughes, recorded in Volume 3997, Page 0865, Deed Records of Collin County,Texas(DRCCT) and being a portion of the land described in a deed to Collin County as recorded in Volume 4980, Page 2156, Deed Records of Collin County,Texas and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod set with a red plastic cap stamped W.A.I. in the southerly right of way of the St. Louis Southwestern Railroad(100 foot right of way) and the most northwestern corner a tract of land described in a deed as Lot 7, Railroad Industrial Park, Cabinet C, Page 748, DRCCT; THENCE, South 36 degrees 38 minutes 01 seconds East, a distance of 292.72 feet to a 1/2 inch iron rod set with a plastic cap stamped with W.A.I. for comer; THENCE, South 52 degrees 51 minutes 16 seconds West, a distance of 176.96 feet to a 1/2 inch iron rod set with a plastic red cap stamped with W.A.I. for corner; THENCE, North 37 degrees 07 minutes II seconds West, a distance of 311.36 feet to a 1/2 inch iron rod set with a plastic red cap stamped with WILL for the beginning of a curve to the left with a radius of 1906.58 feet,with a chord bearing of North 58 degrees 47 minutes 20 seconds East, and a chord length of 180.40 feet; THENCE, along the southerly line of Si. Louis Railroad,continuing said curve to the left through a central angle of 05 degrees 25 minutes 24 seconds and an arc length of 180,47 feet to POINT OF BEGINNING; Containing within these metes and bounds 1.230 acres and 53,579 square feet of land, more or less. Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc -II,a Texas corporation—Page 7 #675672v2 EXHIBiT B The Property Lot 10R, Block 1 of 544 Industrial Park, an addition to the City of Wylie, Collin County, Texas, according to the plat thereof recorded in Volume K,Page 73,Map Records, Collin County,Texas, together with Ratification of Plat recorded in Volume 4064, Page 1408, Real Property Records, Collin County, Texas. PerlorniJoce itgretinen1 lictwecn Wye Economic Developmeoi Corpolaiton and Munn Madc,Inc - a loots corporation—rage 8 #775672v2 EXHIBIT C The Moving Quote [SEE ATTACHED] Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 9 #675672v2 � l MACHINERY 109 ` DALLAS HOUSTON 600 Westport Parkway 10835 Bammel North Grapevine,TX 76051 Houston Road T: 817-410-8881 Houston,TX 77086 F: 817-424-4281 T:713-460-2253 F: 713-466-5779 August 20,2015 Mr. Samuel D.R. Satterwhite Wylie Economic Development Corporation 250 South Hwy 78 Wylie, TX 75098 Dear Mr. Satterwhite, Thank you for the opportunity to submit our proposal for your upcoming project at Mann Made Inc in Wylie TX. We propose to furnish the necessary skilled labor and equipment to perform the following tasks: • Remove&Relocate extrusion line A from existing building to new building&set in place. • Remove&Relocate extrusion line B from existing building to the new building&set in place. • Remove&Relocate Age oven from existing building to the new building&set in place. • Remove&Relocate all machines that cannot be handled by Mann Made Inc from existing building production area to the new location, set in place, and level. • Remove&Relocate all equipment&material that from outside yard that cannot be handled by Mann Made Inc to the new location&set in place. • Remove&Relocate(2)air compressors from existing building to the new building&set in place. Our price to perform the above mentioned task is$166,000.00. Our above mentioned estimates are based on the following assumptions: Extrusion Lines A&B 1. All work is to be performed during the regular work week. 2. Others will provide a clear path of movement for all equipment to be moved. 3. All main services electrical,water, air,gas are to be disconnected by others as well as the reconnection. 4. All equipment is to be set in the same configuration as it is currently in. 5. We have not included the costs of any safety upgrades,retrofits,and roof penetrations. 6. We will remove all ducting to the first joint bellow the roof. 7. We have not included any clean up or repairs to the existing facility. Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 10 #675672v2 8. If any factory technicians are required for ant disassembly or reassembly they will be provided by others. 9. We have not included the costs for any start-up, or testing. 10. Any changes,delays,or unscheduled work will result in added charges based on our prevailing time&material rates. Age Oven 1. All work will be performed during the regular work week. 2. Others will provide a clear path of movement for all equipment to be moved. 3. All main services running to oven electrical, air,water,gas, is to be disconnected by others as well as the reconnection. 4. We have not included the cost for any safety upgrades,retrofits to this equipment. 5. We will disconnect the ducting at the first joint below the roof. 6. We have not included the cost for any roof penetrations,or stack removal. 7. We have not included the costs for any clean up or repairs to the existing facility. 8. We have not included the costs for any start-up,or testing. 9. Any changes,delays,or unscheduled work will result in added charges based on our prevailing time&material rates. Machinery in production area 1. All work is to be performed during the regular work week. 2. Others are responsible for the electrical disconnection as well as the reconnection to all equipment being moved. 3. Others are responsible for placing the machining heads onto blocking for transportation before electrical is disconnected. 4. Others are responsible for providing a clear path of movement for all equipment to be moved, loaded,unloaded, and set in place. 5. All equipment shall be set in the same configuration as it is currently in. 6. Others are responsible for the draining g of all fluids prior to equipment being moved. 7. All equipment shall be leveled utilizing"98"machining levels. 8. We will anchor all equipment that is currently anchored. 9. Any Changes, delays,or unscheduled work will result in added charges based on our prevailing time&material rates. Outside Yard 1. All work will be performed during the regular work week. 2. All equipment shall be set in the same configuration it is currently in. 3. We will anchor all equipment that is currently anchored. 4. We have not included the costs of moving any work in progress or any finished goods. 5. Any changes,delays or unscheduled work will result in added charges based on our prevailing time&material rates. Air Compressors Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 11 #675672v2 1. All work will be performed during the regular work week. 2. All main services electrical,water,and gas shall be disconnected by others as well as the reconnection. 3. Others will be responsible for providing a clear path of movement for all equipment to be moved. 4. Any changes delays or unscheduled work will result in added charges based on our prevailing time &material rates. Once again Sam,thank you for the opportunity to look at this project. I hope our above mentioned proposal meets your approval. I look forward to working on this project together,and if I can be of any service at all please don't hesitate to call. Sincerely, Donny Chcrvunel ,Sales/Esrirrrarlor Able blu hinny{'Myers Inc Cell(97 )877-3381 (Vice(817)410-8881 Fax 1817)424 5 281 lfryrail-dlc:•havanel ruialalemin,corn Perim-ram1 Agreement[3elween Wylie.Econornie l)ewl[rpun at C orporautwon rand Munn Maede,Inc -Ad a texas corporation Page 12 1l675,&7'2v2 EXHIBIT D The Cost Estimate [SEE ATTACHED] Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 13 #675672v2 la EDC Mann Made Constrution Budget 710 Business way 010161 00110041 On/r00011.1041,14 te /$ 11111111111 11111 111 $ 29,050.00 $ 1.94 6% J1$10 I'1111r' Orleraill#0 ofiellYtenOpi 111100 1111,1111111 101100001111110 shok $ 26000.00 $ 1.73 5% 01101 loft sike oii*trooki,o 0111,11 1111,11, 1,10.000 11100.1011101,000,, $ 5,000.00 $ 0.33 1% 001416000 ,X616i1Fi/0 11 11111111111 1 11111 111,1111110 111111111111 010011, ;1 $ 67,000.00 $ 4.47 13% 11"411 M0/00141 11111 111111 1111111,1 11 11111 11 1 111111 1 1111111100 11111 IIII11111111111111111 $ 16,000.00 $ 0.80 3% Will"1. 0 414401 a 1111 Dill 111 1111111' 11 111111V 1110,11111101 1 111111 1111 111111111111111 $ 19,000.00 $ 1.27 4% 1*0'0111616 ricat qt41/11 1111 uiw $ 4,500.00 $ 0.30 1% °'110 100 f1100 0110110 mi.ot4re protott$oUOWIR $ 7,000,00 $ 0,35 1% 1010:1 1110108,111 0 l'111 11'11 RI 11 1d104 $ 17,000.00 $ 1.13 3% '101101i10011W1.1 '01110S11115 0111111 11100111° 11111111111,11 41111011 1 111111011,11 11,„„ $ 34,700,00 $ 2.31 7% 111'1Y11/11001 A4t16SSOOte. 1111111111111 111 1111 1111 1111 111 .1 1111111,11 111 11111111111111111111111 $ 3,500.00 $ 0.23 1% 10fYil-i10101111/61111'NO 60016011 11111 1111 110111 1111111111111111 111111111,1111111111a PH1111111 $ 94,000.00 $ 6.27 18% 1/)116 1 /6 4101160Yi141101111111 101100011 11111111111 1111 HP1011111 1010101111 III $ 186,000.00 $ 12.4o 37% $ 508,750.00 $ 31.60 100% Contractor's Fee 8% $ 40,700.00 $ 549,450.00 Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc -II,a Texas corporation—Page 14 #675672v2 CP, .5 2, g 0.IN F, Original Price Per g Cost Code Bucket Sq Ft Notes Division 00-Contracting Requirements 00-310-Architects $ 15,750.00 $ 1.05 Bid Electrical design 20k 5 8 00-320-Civil Engineer Mechanical,Electrical $ 10,500.00 $ 0.70 Not required P 00-320a-Geotechnical Data $ - $ - Not required ° 00-714-Builder's Risk Insurance $ 2,800.00 $ 0.19 Allowance 5, 5' 00-715-Permits $ - $ City Water $ - $ Based on using existing Sewer $ - $ - Allowance a Road Impact $ $ EDC to check 00-600-Bond $ - $ - 2%of Construction Cost If required $ 29,050.00 c'D -r` -_-_TantiteWanter01 p_ni -rms itu:=-1=1 _Law y r_m_L_Eyx gmt-7a m—= 01-310-Project Management and Coaridnation $ 20,000.00 $ 1.33 Allowance 01-520 Temp Services $ 1.500,00 5 0.10 Allowance 2. 01-520-Temp Construction Facilities $ 1300,00 $ 0.10 Allowance 01-740 Cleaning $ 3,000,00 $ 0.20 Allowance 01-720a-Survey $ $ Owner provide $ 26,000.00 02-315-Excavation $ 2,500.00 $ 0.17 Paving Areas 02-362-Termite Control $ - $ - Allowance 02-370-Erosion and Sedimentation Control $ 1,000.00 $ 0.07 Allowance 02-810-Irrigation $ - $ - Allowance 02-900-Landscaping 6 1,500.00 $ 0.10 Remove tree for added concrete 5,000.00 "=E h iikAtt izWa ritT'-4alv -sa WE% -1__=! 03-050a-Parking S 50.M0.00 3.33 Est 10,000 added drive other side of bldg 03-300-Stab Foundations $ 5,000,00 $ 0.53 Slab for storage 16 x 60 03-300-Slab Foundabons $ 3,000.00 Compressor slab 03-700-Stnpmg 5 1,003,00 $ 0.13 Allowance Saw Cutting S 2,000 00 5 0.13 Allowance koltSC Contrete 5 2,000,00 $ 0.13 $ 67,000,00 04-000-General Masonry $ 12,000.00 $ 0.80 60 x 16 storage bldg 04-000-General Masonry $ 4,000.00 $ 0.27 20x8 compressor room $ 16,000.00 3 o dog cciNg Misc Steel work $ 6,000.00 $ 0.40 g storage bldg steel and roof $ 7,000.00 $ 0.47 Steel Tanks $ 5,000.00 p Misc grating $ 1,000.00 $ 19 000.00 06-100-Rough Carpentry $ 1,000.00 $ 0.07 Allowance Wood Blocking FO• 06-170-Prefabricated Structural Wood $ - $ - Allowance Trusses 06-400-Custom or Pre-fabricated Woodwork $ 3,500.00 $ 0.23 Cabinet Allowance g $ 4,500.00 o . 07-210-Building Insulation $ - $ - Allowance b07-4-10-Metal Roofing $ 7,000.00 $ 0.47 to.c 07-180-Gutters $ - $ - Allowance I "1 $ 7,000.00 rD 08-100-Exterior Doors $ $ - Allowance 08-210-Interior Doors $ 2,000.00 $ 0.13 relocate Garage Doors $ 11,000.00 $ 0.73 1 coil&3 sectional for new storage area Garage Doors $ 4,000.00 $ 0.27 3-8x8 coil doors compressor&Pump rooms $ 17,000.00 09-1I0-Non Load Bearing Wall Framing/Drywall,Tape&Bed 5 18,000.00 $ 1.20 Demo 10k allowance 10k build back 09-510-Acoustical Ceilings $ 3,000.00 $ 0.20 rework flooring $ 3,000.00 $ 0.20 Allowance Base $ 700.00 $ 0.05 Allowance Shop floor $ - $ - 09-900-Painting&tape&bed $ 10,000.00 $ 0.67 $ 34,.700,00 _:=1Mit-giaMtiA 1-WEE Restroom/Signage $ 3,500.00 $ 0:23 $ 33 .00 :c= 15-100-Plumbing $ 5,000.00 $ 0.33 service work needed Misc Plumbing Materials $ 5,000.00 Air $ 15,000.00 $ 1.00 Allowance Nitrogen $ 4,000.00 $ 0.27 Allowance Gas $ 18,000.00 $ 1.20 Allowance Sprinkler $ 7,500.00 $ 0.50 Allowance Water $ 12,000.00 $ 0.80 Allowance 101111111111P H 11 111111111111111 111111111111111 11111111111 11111111111111 11111 1111 in 1111111P 111111;11! 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IIIINI fil ji 1111711',t,(.1 i ,,,,, $ 100 Performance Agreement Between Wylie Economic Development Corporation and Mann Made,Inc.-II,a Texas corporation—Page 17 #675672v2 Exhibit D EDC Mann Made Constrution Budget 710 Business way q vro 1 u m� fdl3; ry Nb r' 1 "M 'I ,�w:,l^� $ 11 11 1 , 0 Itwu111' ��wr $ 29,050.00 1.94 6% 110, �� 11. ,wN ' � ';1u 1u 11 $ 26,000.00 $ 1.73 5% I� 'VuiI� �'i40 V jn 1 dlrcr' to 11��V rv11 �I 1 I��V19�4a;1 ii'°�a1101u 1��1. $ 5,000.00 $ 0.33 1% ° � � r10 wm„dj1n ., o;li001ll li a ' 1 $ 67,000.00 $ 4.47 13% " 11 my��f °s1�rn 1f 1 11 � 1 $ 16,000.00 $ 0.80 3% 1 m.w III 1 �'I pp f � 1 m d tr1 I'I'M1 1 u �p�ywy` IV I:ur''W „1 111111 1 ww . �ro� of ' � I�71 � � ��u am 11w 1".111i r $ 19,000.00 $ 1.27 4% D � .J' 1 w �I I ran rIII 10111111 �1 ,11 11 1;�i $ 4,500.00 $ 0.30 1% �1n L,1 er IL9* v 1 it 7� In'ry aw d m ii �o iI Va 1�}� d °'fl'� 3% � �� r� w� � �1l ,�� I !P� �I�m+�, � ��' 1.13 1 w 1 w w f W1 34 700.00 2,31 7% f11�. , PI "1 � ^"1 xiµ , 11,' ,11 rr u 1 1. $ , $ ° 1; , ' 11hl ai I �, till q �"� W ' ' uus '11111 $ 3,500.00 $ 0.23 1% 1 o 0, m 7 ;; 1 it 11 ' $ 94 000.00 $ 6.27 18% I a � �I I h 1 f r VIh !14a'ly'' n p0R1 11 . I1 �i 1 1,1 1 w 11111 01 u 11110110010101010001 .i,. 11 I. f '1 1h $ 186,000.00 $ 12.40 37% $ 508,750.00 $ 31.60 100% Contractor's Fee 8% $ 40,700.00 $ 549,450.00 Original Price Per Cost Code Budget Sq Ft Notes Division 00-Contracting Requirements -- 00-310-Architects $ 15,750.00 $ 1.05 Bid Electrical design 20k 00-320-Civil Engineer Mechanical, Electrical $ 10,500.00 $ 0.70 Not required 00-320a-Geotechnical Data $ - $ - Not required 00-714-Builder's Risk Insurance $ 2,800.00 $ 0.19 Allowance 00-715-Permits $ - $ - City Water $ - $ Based on using existing Sewer $ $ - Allowance Road Impact $ - $ EDCtocheck 00-600-Bond $ $ - 2%of Construction Cost If required $ 29,050.00 01-310-Project Management and Cooridnation $ 20,000.00 $ 1.33 Allowance 01-520 Temp Services $ 1,500.00 $ 0.10 Allowance 01-520-Temp Construction Facilities $ 1,500.00 $ 0.10 Allowance 01-740-Cleaning $ 3,000.00 $ 0.20 Allowance 01-720a-Survey $ - $ - Owner provide $ 26,000.00 02-315-Excavation $ 2,500.00 $ 0.17 Paving Areas 02-362-Termite Control $ - $ Allowance 02-370-Erosion and Sedimentation Control $ 1,000.00 $ 0.07 Allowance 02-810-Irrigation $ _ $ - Allowance 02-900-Landscaping $ 1,500.00 $ 0.10 Remove tree for added concrete $ 5,000.00 03-050a-Parking $ 50,000.00 $ 3.33 Est 10,000 added drive other side of bldg 03-300-Slab Foundations $ 8,000.00 $ 0.53 Slab for storage 16 x 60 03-300-Slab Foundations $ 3,000.00 Compressor slab 03-700-Striping $ 2,000.00 $ 0.13 Allowance Saw Cutting $ 2,000.00 $ 0.13 Allowance Misc concrete inside $ 2,000.00 $ 0.13 $ 67,000.00 04-000-General Masonry $ 12,000.00 $ 0.80 60 x 16 storage bldg 04-000-General Masonry $ 4,000.00 $ 0.27 20x8 compressor room $ 16,000.00 Misc Steel work $ 6,000.00 $ 0.40 storage bldg steel and roof $ 7,000.00 $ 0.47 Steel Tanks $ 5,000.00 Misc grating $ 1,000,00 $ 19,000.00 06-100-Rough Carpentry $ 1,000.00 $ 0.07 Allowance Wood Blocking 06-170-Prefabricated Structural Wood $ $ - Allowance Trusses 06-400-Custom or Pre-fabricated Woodwork $ 3,500.00 $ 0.23 Cabinet Allowance $ 4,500.00 07-210-Building Insulation $ - $ - Allowance 07-410-Metal Roofing $ 7,000.00 $ 0.47 07-180-Gutters $ - $ - Allowance $ 7,000.00 08-100-Exterior Doors $ $ - Allowance 08-210-Interior Doors $ 2,000.00 $ 0.13 relocate Garage Doors $ 11,000.00 $ 0.73 1 coil&3 sectional for new storage area Garage Doors $ 4,000.00 $ 0.27 3-8x8 coil doors compressor&Pump rooms $ 17,000.00 09-110-Non Load Bearing Wall Framing/Drywall,Tape&Bed $ 18,000.00 $ 1.20 Demo 10k allowance 10k build back 09-510-Acoustical Ceilings $ 3,000.00 $ 0.20 rework flooring $ 3,000.00 $ 0.20 Allowance Base $ 700.00 $ 0.05 Allowance Shop floor $ - $ - 09-900-Painting&tape&bed $ 10,000.00 $ 0.67 $ 34,700.00 Restroom/Signage $ 3,500.00 $ 0.23 $ 3,500.00 15-100-Plumbing $ 5,000.00 $ 0.33 service work needed Misc Plumbing Materials $ 5,000.00 Air $ 15,000.00 $ 1.00 Allowance Nitrogen $ 4,000.00 $ 0.27 Allowance Gas $ 18,000.00 $ 1.20 Allowance Sprinkler $ 7,500.00 $ 0.50 Allowance Water $ 12,000.00 $ 0.80 Allowance 15-700-Heating,Venting and Air Conditioning $ 20,000.00 $ 1.33 Allowance large fluid heat exchanger $ 7,500.00 $ 0.50 $ 94,000.00 16-000-General $ 170,000.00 $ 11.33 Allowance Alarm $ 3,00000 $ 0.20 16-000-Communication $ 3,000.00 $ 0.20 Based on 3,000 sq ft only Additional 5 10,000.00 $ 18 ,000.00 Total $ 508,750.00 $ 32.32 Contractor's Fee 8% $ 40,700.00 $ 2.71 Subtotal $ 549,450.00 $ 35.03 $ 549,450.00