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01-17-2018 (WEDC) Agenda Packet NOTICE OF MEETING Wylie Economic vlo t COR,PO ATION Regular Meeting Agenda January 17, 2018. —6:30 A.M. WEDC Offices—Conference Room 250 South Highway 78—Wylie, Texas Marvin Fuller President Todd Winners Vice President John Yeager Secretary Demond Dawkins Treasurer Bryan Brokaw Board Member Mayor Eric Hogue Ex-Officio Member Mindy Manson,City Manager Ex-Officio Member Samuel Satterwhite Executive Director Jason Greiner Assistant Director Angel Wygant Senior Assistant In accordance with Section 551.042 of the Texas Government Code, this agenda has been posted at the Wylie Municipal Complex, distributed to the appropriate news media, and posted on the City Website: www.wylietexas.gov within the required time frame. CALL TO ORDER Announce the presence of a Quorum. CITIZEN PARTICIPATION Residents may address the WEDC Board regarding an item that is or is not listed on the agenda. Residents must provide their name and address. The WEDC Board requests that comments be limited to three (3) minutes. In addition, the WEDC Board is not allowed to converse,deliberate or take action on any matter presented during citizen participation. ACTION ITEMS I. Consider and act upon approval of the December 22, 2017 Minutes of the Wylie Economic Development Corporation (WEDC) Board of Directors Meeting. II. Consider and act upon approval of the December 2017 WEDC Treasurer's Report. III. Consider and act upon issues surrounding a Performance Agreement and Subsequent Amendments between the WEDC and KREA. IV. Consider and act upon issues surrounding a Real Estate Sales Contract between the WEDC and The Rocking M, LLC (McClure Partners). V. Consider and act upon issues surrounding a Performance Agreement between the WEDC and The Rocking M, LLC (McClure Partners). VI. Consider and act upon issues surrounding a First Amendment to Performance Agreement between WEDC and SAF Holland USA. WEDC—Agenda January 17, 2018. Page 2 of 2 VII. Consider and act upon a Performance Agreement between the WEDC and T.W. Snider and Associates, LLC. VIII. Consider and act upon issues surrounding the WEDC 2017 Annual Report. DISCUSSION ITEMS IX. Staff report: review issues surrounding WEDC Performance Agreement Summary, Environmental Activity Summary, Highway 78 WEDC Pad Sites, 544 Gateway Property, DCU, Inc., Leadership Wylie, WEDC Promotional Activities, and regional housing starts. X. Discussion of issues to be placed on future WEDC Board Meeting agenda (no substantial consideration/discussion allowed). EXECUTIVE SESSION Recess into Closed Session in compliance with Section 551.001, et.seq. Texas Government Code, to wit.• Section 551.072 (Real Estate) of the Local Government Code, Vernon's Texas Code Annotated (Open Meetings Act). Consider the sale or acquisition of properties located near the intersection of: • Cooper& 544 • Brown & Eubanks • Steel & Regency Section 551.087 (Economic Development) of the Local Government Code,Vernon's Texas Code Annotated(Open Meetings Act). Deliberation regarding commercial or financial infouiiation that the WEDC has received from a business prospect and to discuss the offer of incentives for: • Project 2015-12a • Project 2017-8a • Project 2017-1 l a • Project 2017-12a RECONVENE INTO OPEN MEETING ADJOURNMENT CERTIFICATION I certify that this Notice of Meeting was posted on this 12th day of January 2018 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 mutes Wylie Economic Development Corporation Board of Directors Meeting Wednesday, December 22, 2017—6:30 A.M* WEDC Offices—Conference Room 250 South Highway 78—Wylie, Texas CALL TO 0 ' I ER Announce the presence of a Quorum President Marvin Fuller called the meeting to order at 6:44 a.m. Board Members present were Todd Wintters, and Bryan Brokaw. Ex-officio member Mayor Eric Hogue was present. WEDC staff present was Executive Director Sam Satterwhite, Assistant Director Jason Greiner, and Senior Assistant Angel Wygant. CITIZEN PARTICIPATION With no citizen participation, President Fuller proceeded to Action Items. ACTION ITEMS ITEM NO. 1 — Consider and act upon approval of the November 15, 2017 Minutes of the Wylie Economic Development Corporation (WEDC) Board of Directors Meeting. MOTION: A motion was made by Todd Wintters and seconded by Bryan Brokaw to approve the November 15, 2017 Minutes of the Wylie Economic Development Corporation. The WEDC Board voted 3 —FOR and 0—AGAINST in favor of the motion. ITEM NO. 2 — Consider and act upon approval of the November 2017 WEDC Treasurer's Report. Staff reviewed key items within the Treasurer's Report and called the Board's attention to the payoff of American National Bank loan 88130968. A hand out was distributed to the Board showing a historical analysis of property valuations within Wylie. MOTION: A motion was made by Bryan Brokaw and seconded by Todd Wintters to approve the November 2017 Treasurer's Report for the Wylie Economic Development Corporation. The WEDC Board voted 3 — FOR and 0—AGAINST in favor of the motion. ITEM NO.3—Consider and act upon issues surrounding a First Amendment to Performance Agreement between the WEDC and Ron & Carole Trout. Staff reviewed that the WEDC signed a Performance Agreement with Trout on January 9,2017 in an effort to spur development of a commercial property (4,944 square feet) on a Highway 78 site WEDC—Minutes December 22, 2017 Page 2 of 4 near the intersection of Eubanks & 78. Much of the reasoning behind the assistance package was to promote investment on a property with significant access and visibility challenges. Mr. Trout was required to obtain a Certificate of Occupancy by 12/31/17 and provide documentation supporting minimum construction costs of$340,000 as well as certify that all ad valorem taxes on the property were current. Due to construction delays and challenges associated with obtaining permanent power to the building, Trout has not received a Certificate of Occupancy on the property. All other conditions have been met. Trout indicated via correspondence presented on December 14, 2017 that he anticipates completion within the next 30 days and finish out for a prospective tenant by the end of March. The Board agreed that this was a good project facilitating the development of a property challenging commercial options. To account for any future unanticipated delays, the Board directed staff to amend the time frames contained in the proposed First Amendment to the Performance Agreement to allow for issuance of a Certificate of Completion by the City of Wylie on or before May 1,2018,and the time frame for receiving a Certificate of Occupancy for Incentive Payment No. 2 to December 31, 2018. MOTION: A motion was made by Todd Wintters and seconded by Bryan Brokaw to approve a First Amendment to a Performance Agreement between the WEDC and Ron& Carole Trout, as amended. The WEDC Board voted 3 —FOR and 0—AGAINST in favor of the motion. ITEM NO. 4 — Consider and act upon issues surrounding utility improvements impacting WEDC pad sites on State Highway 78. Staff informed the Board that there is an 8" water line coming off the Industrial Court cul-de-sac that runs right in the middle of what staff believes to be the buildable area for future development. The City of Wylie Water Department has agreed to install the line if the WEDC is willing to purchase the materials which have been estimated at$3,698. Staff recommended that the WEDC Board of Directors authorize the purchase of materials required to relocate a water line on WEDC Property near Birmingham and Hwy 78 along with professional services required for creating an easement for the same. MOTION: A motion was made by Todd Wintters and seconded by Bryan Brokaw to authorize the purchase of materials required to relocate a water line on WEDC Property near Birmingham and Hwy 78 along with professional services required for creating an easement for the same. The WEDC Board voted 3 — FOR and 0—AGAINST in favor of the motion. DISCUSSION ITEMS ITEM NO. 5—Discuss issues surrounding the 2017 WEDC Annual Report. WEDC—Minutes December 22, 2017 Page 3 of 4 Staff called the Board's attention to the 2017 Annual Report outline for the Board's review and requested input prior to finalizing the report. The WEDC Annual Report is scheduled to be presented to Council on January 24, 2018. It is staff s intent to provide a historical recap and more comprehensive report of the WEDC's holdings, strategy, and performance in 2017. The final Report will be presented for approval at the January WEDC Board Meeting. ITEM NO. 6 - Staff report: Staff reviewed issues surrounding WEDC Performance Agreement Summary,Environmental Activity Summary,Highway 78 WEDC Pad Sites,544 Gateway Property, ' A Acquisitions, LLC, Promotional Activity and regional housing starts. Staff reported that multiple incentive payments will be due in January and February 2018. Woodbridge Crossing has new construction between Kohls and Dollar Tree and a site plan for ULTA and Sketchers has been approved by the City. Chick-Fil-A construction is well underway. CFA has brought in significant fill dirt and the grading being conducted will help with drainage for surrounding businesses. SAF Holland Performance Agreement valuation requirements for personal property have been impacted by the removal of older equipment in preparation for the new equipment contemplated in the Agreement. Unfortunately,the timing for this equipment removal decreased their personal property valuation for 2017. Staff will be looking for direction from the Board on potential amendments to amend the valuation requirement for this first year to accommodate the timing of this new investment. FEMA documentation has been received confirming that the flood study undertaken on the 544 Gateway property has been completed with the Letter of Map Revision in place. WEDC environmental attorney has indicated that the groundwater readings are still higher than allowable levels on the City site and will require that this property be placed within an MSD. The soil levels are good and are covered by the EPA Ready for Reuse program. As staff has reported on numerous occasions, KREA has experienced delays. As a reminder, the original performance agreement has been amended twice and the CO deadline of 11/30 was not met placing KREA in default. Mr. Kash Parbhu has written a letter, attached to this report, explaining the reason for the delays and asking for consideration regarding a partial incentive payment. President Fuller appreciated the 'tone' of the letter and deferred further discussion of this issue to Item 7 to see if any Board members are interested in placing this item on a future agenda. Mr. Sam Satterwhite indicated that he will be unable to attend ICSC RECon— 2018 but had the utmost confidence in Mr. Greiner's ability to coordinate WEDC efforts. ITEM NO. 7 — Discussion of issues to be placed on a future WEDC Board Meeting agenda (no substantial consideration/discussion allowed). WEDC—Minutes December 22, 2017 Page 4 of 4 President Fuller requested that KREA be placed on the next Agenda to be considered by the Board. Board Member Brokaw requested that SAF Holland Performance Agreement be included in a future agenda as well. EXECUTIVE SESSION Recessed into Closed Session at 7:44 a.m. in compliance with Section 551.001, et.seq. Texas Government Code, to wit: Section 551.072 - (Real Estate) of the Local Government Code, Vernon's Texas Code Annotated (Open Meetings Act). Consider the sale or acquisition of properties located near the intersection of: • Cooper& 544 • Brown&Highway 78 • Brown&Eubanks • Steel &Regency Mayor Hogue departed at 8:30 a.m. Section 551.087 - (Economic Development) of the Local Government Code, Vernon's Texas Code Annotated (Open Meetings Act). Deliberation regarding commercial or financial information that the WEDC has received from a business prospect and to discuss the offer of incentives for: • Project 2015-12a • Project 2017-8a • Project 2017-11a • Project 2017-1 lb • Project 2017-12a • Project 2017-12b RECONVENE INTO OPEN MEETING The WEDC Board of Directors reconvened into open session at 9:11 a.m. and took no action. ADJOURNMENT With no further business, President Fuller adjourned the WEDC Board meeting at 9:11 a.m. Marvin Fuller,President ATTEST: Samuel Satterwhite,Director ylie cono ic I evelo s ent Core oration E SA DU TO: Samuel Satterwhite, Executive Director FROM: Angel Wygant, Senior Assistan SUBJECT: December 2017 Treasurer's Report DATE: January 11, 2017 Issue Consider and act upon approval of the December 2017 WEDC Treasurer's Report. Analysis From the Balance Sheet,page 1: Deposits - $2,000. This amount reflects a deposit WEDC paid to Wylie Industrial Court for the current location of the WEDC office. Loan Receivable - $52,804.27. This represents the balance of the Wylie Ice Cream Holdings note, which is reduced by the principal paid each month. There was a starting balance of$93,950 as of December 2012. Wylie Ice Cream Holdings has 25 payments remaining with a balloon payment of$33,248.44 due on 12-15-19. Account Rec — Forgivable Loans - $371,666.66. This figure includes the remaining balance of The Wedge loan in the amount of $91,666.66. Assuming The Wedge remains in compliance with their Performance Agreement, they will be eligible for forgiveness of the remaining loan balance on 12/31/17. The figure above also includes the loan made to Exco Extrusion Dies in the amount of $350,000. The first loan payment was forgiven on February 24, 2017 in accordance with the terms of the Performance Agreement. Assuming Exco remains in compliance, the remaining 4 loan payments will be forgiven in equal amounts of$70,000 on an annual basis effective February 24th. Deferred Outflows - $568,000. This is a total of incentive payments which are due in the future. A breakdown of these charges includes: B & B Theatres - $50,000, GetSet - $10,000, All State Fire - $20,000, Von Runnen Holdings - $10,000, Exco Extrusion Dies — $60,000, KREA - $100,000, Trout - $15,000, REVA Hospitality- $100,000, DCU. - $100,000, DANK Real Estate - $83,000, MIKTEN - $20,000. WEDC December 2017 Treasurer's Report January 11, 2017 Page 2 of 3 Balance Sheet,page 2: Deferred Inflow - $211,804.27. The Deferred Inflow Account tracks deferred revenues to be received from Wylie Ice Cream Holdings and Exco Extrusion Dies. The Wylie Ice Cream deferred revenue is reduced by the monthly principal payment actually received. The Exco Extrusion Dies deferred revenues will be reduced by $39,000 annually over a 5-year period. The annual $39,000 amount represents one fifth of the $195,000 gain that would have occurred if the loan forgiveness were not in place ($350,000 - $155,000 = $195,000). The first payment of $39,000 was forgiven on 2-24-17 with four payments remaining. Revenue and Expense Report,page 2: Rental Income — $6,100. DCU - $3,000, Delta-E - $800, Helical Concepts - $400, Wheels Unlimited - $1,400, Richmond Hydromulch- $500. Austin Said was received in December but not deposited in December. Trimark was not received in December but has since been received and recorded. Revenue and Expense Report,page 3: Office Supplies - $43.90. Paper, Clips, Fedex. Food Supplies - $84.86. WEDC Board Meeting Meals ($30.88), Employee Lunch($53.97). Computer Hdw/Sfw—Maintenance - $987.50. Server/Database maintenance agreement. Incentives - $50,000. McClure Parnters—Incentive 2 of 2. Special Services — $2,681.75. Environmental — Hwy 78 ($835.50) & Kirby ($1,236.25), Mowing ($200), Janitorial Service ($315), Qtly Pest Control ($95) Advertising- $1,575. Chamber Banner Ad ($1,500), Wylie News—Vet Day Ad($75). Community Development - $10,210.88. WISD Ed. Found. Grant Sponsor ($3,000), Chamber Luncheon Tickets ($40), Christian Care Auction Sponsor ($50), Commissioner Williams Rotary Luncheon ($130), Arts Fest. Sponsor ($250), Holiday Basket ($329), WEDC Invitational Promo items ($1,406.71), WEDC Invitational Event($5,005.17). Travel & Training - $485.16. TEDC Annual Conf. — Greiner ($99.24), TEDC Board Retreat — Greiner($284.59), ICSC Deal Mkg Conf ($45), Bus Mtg/Proj. Updates ($56.33). Dues & Subscriptions - $1,477. Rotary Dues—Satterwhite ($748), Club Corp Dues—($729). Audit&Legal - $204.63 Environ. Review Kirby Property. WEDC December 2017 Treasurer's Report January 11, 2017 Page 3 of 3 Recommendation Staff recommends that the WEDC Board of Directors approve the Decemberr 2017 Treasurer's Report. Attachments December 2017 Treasurer's Report Sales Tax Revenue Wylie Economic Development Corporation Statement of Net Position As of December 31,2017 Assets Cash and cash equivalents $ 1,096,710.95 Receivables $ 424,470.93 Note I Inventories $ 8,329,085.50 Prepaid Items $ - Total Assets $ 9,850,267.38 Deferred Outflows of Resources Pensions $ 66,481.55 Total deferred outflows of resources $ 66,481.55 Liabilities Accounts Payable and other current liabilities $ 114,175.40 Unearned Revenue $ 214,804.27 Note 2 Non current liabilities: Due within one year $ 777,981.06 Note 3 Due in more than one year $ 3,534,868.34 Total Liabilities $ 4,641,829.07 Deferred Inflows of.Resources Pensions $ 2,839.41 Total deferred inflows of resources $ 2,839.41 Net Position Net investment in capital assets $ Unrestricted $ 5,272,080.45 Total Net Position $ 5,272,080.45 Note 1: Includes incentives in the form of forgivable loans for$371,666.66 Note 2: Wylie Ice Cream loan payments;Exco amortization;deposits from rental property Note 3: Liabilities due within one year includes compensated absences of$57,489.00 Note 4: The WEDC provides monetary incentives to companies to relocate/expand within the City of Wylie. At December 31,2017,these commitments totaled$568,000.00 -12-20/8 02!04 PM CITY OF WYLLE PAGE: i BALANCE SHEET OV! DEC EMBER 3I81T, 2013 III-WYLIE ECONOMIC DEVEL CORP ACCONNT# TITLE ASSETS 1000-10110 CIAtM ON CASH I 'AON eQu'rg 1,094,710.95 1000-10115 CASH - WEDC - INWOOD 0.00 1000-101.55 ESCROW 0.00 1000-10180 DEPOSITS 2,000.00 I0°8-1°1911 DVUER MISU ChF'AkiNG 0.00 1000-10341 TEXPOOL 0.00 1000-10343 LOGIC 0.00 1000-1048/ INTEREST' RECEIVABLE 0.00 1000-11511 ACTS 08 MISC 0.00 1000-11517 ACCTS RE' - SALES TAX 0,00 100o-12810 LEAsE PAYMENTS RECEIVABLE 0.00 1000-12950 LOAN PROCEEDS 000100810 0.1) 1000-12996 LOPM RECEIVABLE 52,804,.?7 1000-12997 ACCTS REC - JTM TECH 0.00 1000-12998 ACCTS REC FORGIVEABLE 1021810 371,666.66 1000-14/12 INVENTORY - MATERIAL/ SUPPLY 0.00 000-14116 INvENToRY - LAND I BUTIDTNGS 8,329,085.50 1000-11118 INVENTORY - BA3C0/ RANDEN BLVD 0.00 1°11C)-14"g° PR8PAID EXPE'NSES MISC 0.00 1000-14410 DEFERRED OUTFLOWS 568,000.00 10,418,267'38 TOTAL AZSETS 11,418,26 ,'38 LIABILITIES 2000-20110 FEDERAL INCOME TAX PAYABLE 0.00 2000-20111 MEDICARE PAYABLE 0.00 213011-2°111 CHILD 11181°112 PAYABLE 0.00 2000-20113 CREDIT UNION PAYABLE 0.00 2000-20114 rRS LEVY PAYABLE 0,00 2000-20115 NOTION DE1.ERRE0 COMP 0.00 2000-20116 HEALTH INSUR PAY-EMPLoYEE 898.3q 2000-20117 TMRS PAYABLE 0.00 2000-2011e ROTH IRA PAYABLE 0.00 2000-20119 WORKERS COMP PAYABLE 0.00 20020-20120 FICA PAYABLE 0.00 2000-20121 TEC PAYABLE 0.01 2000-2012'2 STUDENT LOAN LEVY PAYABLE 0.00 2°°13-2°123 ALIM°NY PAYABLE 0-00 2000-20124 SANRRUPTCY PAYABLE 0.00 2000-20125 VOL/1 DEFERRED COMP 0.00 2000-20126 ICMA PAYABLE 0,00 2000-20121 El-IL., LEGAL SERVt.cEs RAyABLE 0.00 2000-20130 FLEXIBLE SPENDING ACCOUNT 370)00 2000-20131 EDWARD JOWLS DEFERRED COMP 0.00 2000-20132 EMP CARE ELITE 12.00 2000-20153 ACCRUED WAGES PAYABLE 0.00 2000-20180 ADDIT EMPLOYEE INSUR. PAY 47'6° 2000-20199 WHO PAYROLL PAYABLE 0.00 L-12-20i89 02:14 PM C/TY C11 WYLIE PAGE: 2,, BALANCE SHEET' AS OE: L E(sEMBER 315 . 2°9 7 111—WYLIE. ECONOMIC DEVEL CORP ACCOUNT TITLE 2000-20201 AV PENDING 5n 101.11 2100-2021:0 ACCOUNTS PAYABLE 110+,4 .24 2000-205.30 PROPERTY T 99(19 PAYABLE 0.00 10))—:°540 14d7TES L 9YAT1I F. 4f1S,C 00,0ti' 20091-20910 LTLTE TO GENERA1 SUNG 0.00 LL 2000.222 0 DETERRED INETAt^11 211,804.27 2°Gt1-22275 REEF' 7h(1(10v LEASe PRtNC19AR1;1 .0 200 —T'21 ECn0 C]Ea 117L'ED INFLOW A LEASE TNT 11.C191: 2000-22T15 RENTAL. D11r29ITE 3,000.0 TOTAL 119011 FTiE.S 11)bF 79,E7 EQUITY 3 160-3 d 110 FUND BALANCE - RESERVED 0.00 3 00—E4590 FUND BALANCE—rNRESE70;0 0ERSC, 9,727,718.51 )'071T BEGINNING EQUITY 9,727,710.57 TOTAL REVENUE 214,445,03 TOTAL EXPENSES 420,075,89 REVENUE £7'JER...1(01?19E8) EXPENSES (1 ..,,,,,206,430.86) Tk11E1'F ,E QU T L O ER/{LThDgMl 9,521,287.71 TOT;1L. LIMIL,ITTES, 111)11"7 4 OVER/(UNDER) 10,418,267.38 1-12-2018 02304 PM CITY OF WY1,TE lB E: 1, BALANCE SHEET Ati OF 1°1ECF1141W11 31S , 2011 )22-UEN LONG TERM 11FIT! 1FdEDC1 ACCDu11'1i TITLE ASSET 446-6,6 1000-10312 GOVERNMENT NOTED 0.00 00G911-1 c811 1 1,11AN Sd1;SC 0.00 1990-161/11 LOAN:- BIRMING&HAM 0.0) 100E-15210 GNOUN) TO BE PROVIDED 11.110 111I111-1 9 2 21➢ BIRMINGHAM LOAN 0.110 191"0-190 30 11EF OUTFLOW - 13)14111 10TIONS 21,922.29 1000 19k1 5 DEB O&3TE'LOW - INVESTMENT EXP 34,333,48 10 0--.191DO GEE 1IUTFLI W - ACT 011p7A41U1111 4,225.7I 1000-195E5 MAIN) ON ASSUM T/ON C;'10)1 2,839.41) 630342.14 TOTAL ASSETS E3,642.14 6-2,64,77763.-6,77 LIABILITIES 20 1p-20330 COMPENSATED ABSENCES PAYABLE 90,835.396 211900.20311 C➢/4P',:ABSENCES PAYABI0)-C11R11ENT'.: 0,110 2 00-2141 S ACCRUED INTEREST PAYABLE ,4,847.05 2000-28205 WEDC LOANS EN➢ 773,133.41 20cm 28221E E1IR)IN11A11 1¢EAN 0,00 2000-25230 INWOOY LOAN 0.0) 2 000 22 8 2 32 AND LOAN/ROOF 0.0) 21104D-28233 ANB LOANIPE 111e.LIII1 WHITE 4435,221,80 2000-28234 AND 1OANP11ANDAL1 HUGHES 0,1111 20L10-28233 A.14"11 1OAN 0.OP 2000-28236 ANS 31UNSTROGTaION LOAN 0.00 2000-28232 ANDLOAN/ WOODBRIDGE, PARXWAY- 401,22 .96 211011 2282311 AND 1.011N/DUI'IIANA11 79,151.81 2000-28239 BNB 3L0AN/NUNES3M0PAR'1 PAYOFF 95,009.40 2000--2824) 11170/ES LOAN .0l) 2000-28245 53113 LOAN/DA1LtAS E4311:131,11001- 2,0L00,000.00 2€700-28 24': .LA111Rt`a LOAN 256,732.39 2000-28259 CITY OF WYLTE LOAN 0.00 2000--28250 PRIME NUTS LOAN 11 II) 20)0.28.10 R0WI0)Nt3/ANUEPSON LOAN 0.00 200I1-28280 CAPITAL ONE 1 R1,A1' LOAN 0,00 2000-25290 HOPARTICOMXER1E DOAN 0.00 2)00-211130 NET PENSION LIABILITY 188,812.357 ToTA1.. LIABILITIES IE 4,376,524.61 EQUITY 4010-343P11 FUND PALAN➢O-CINRRSERVIUNCFS111 4,3111,437.30 1000-359011 €UNRE T/III:TEL) NET POSITION ➢ 114,969.001 TCOTAL, AEI/INNING EUUIFIY 1 4,483,406.3M TOTAL REVENUE 0,00 TOTAL EXPENSES< € 170,523577) 1-12-2018 02:04 PM CITY OF WYLIE PAGE: 2 BALANCE SHEET AS OF: DECEMBER 31ST, 2017 922-GEN LONG TERM DEBT (WEDC) ACCOUNT# TITLE REVENUE OVER/(UNDER) EXPENSES 170,523.77 TOTAL EQUITY & OVER/(UNDER) ( 4,312,882.53) TOTAL LIABILITIES, EQUITY & OVER!(UNDER) 63,642.14 i-1.2-2o 18 O2M!4 PM CITY OR WYLIE PA,GE 1 REVENUE AND EXPENSE REPORT - (UNEUDITEL.11 ,AS OF t DEC EMBER 1BER 3F.5E, 2DI7 111-WYLIE Ec0140 It.,'PEVEts CORP FINANCIAL SUMMARY CURRENT CURRENT PRIOR YEAR Y-1-E( Y-T-R DUTE FT t O BUDGET PERI[)U P4 ADJUST, ACTDAT, ENCUNRRANA:E BALANCE BUDGET REVENUE SUMMARY TAXES.': 2,11.31,474>00 184,848.59 0,t(t( 184,442.59:. 0;00 2.-646,625.41 a.5.3: TNT31RsoveRNPFNTAI REtr, 0,'1i1 S.CII 0,N11 0.5! 0 DC 0 oo a.on iNTSREST 1Nc(IMP r 4,95"1.88 4SO.68 0.00 3,296,44 0:00 1 k,661.44 2 .04 MISCELLANEOUS INCOME 1,606,020,0D 6,100.00 0:E0 26,300.00 0.00 1,579,120.00 1.64 OTHER FINANCING SCURCES,. 0,00 0.00 (3r3 tk.C1C1 0.00 1,51) 16,SR TOTAL REVENUES 4,452,451.88191,429.27 (1,50 214,445.03 0:00 40238,006,85 4,62 EXPENDITURE' SUMMARY DEVELOPMENT CORP-WED" _,R St,259 t0 .1 _A.,21 SF Cr0( 42t1,8 1.89 8,817 0) 4,422S1,506.1� 8.E9,, TOTA1. EXPENDITURES 4,859„259,00 1C.1,711,87; 0 01 420,875,89 8,877,00 4,429,506,11 8. REVENUE OVI'!/(UNDER) EXPENDITURES I 406,E0"7.521 29,7:5„40 (1.0 211,43(1.E43)t 8,877,00. t 131,4111 26) 52,23 1-12-2018 02:14 PM d"LP OS W1'LIE PAGE: 2 REVENUE AND EXPENSE REPORT — (UNAUDITED) AS t1I3"1 DECEMBER 3:LIT, 2011 Ilk-WYLIE ECONOMIC NEVER 0",ORR REVENUE CURRENT CURRENT DR`.OR YEAR'. YFT FD Y—.T-➢6 ROOK1E's 1. 08 BUDGET PERIOD PO A0..1£I T,.: ACTUAL, ENCUMBRANCE T3333 33NCE BUDGET TARES 40s)0-4 T3 90 REV IN LEIU OF TAXES 0.00 0.00 0.00 0.00 0.06 0.00 0.00 4000-46214 031.,103 TAM 2 6314474.00 183, 8..51 0,00 184,8 8.59 0 50 7,6411 6225'.41 6,53 TCl"S°At. 144MES 2,R1 d70. It➢ 114,840. O 0.06 401,848, 4 C).00 1a:0I0,(12S,41. 6.03 INTERCTOVERNRENTAO. REV 4000 43518 3811 '010NON10. AGASS.342331 01.0O 0,00 D O1 0,£30 0.40 0.00 O,130 TOTAL INTERGOVERNMENTAL REV. 13,0 b 0,00 0,00 0.00 0,0;°8 0,710 6,06 INTEREST INC 4000 40t11i0 £oi'r FPI"AsE OF DEL'O.:€'T 0,00 0.00' 0.60 0.00 0.00 6.60 1.61£3 4000-46110 ALLOCATED INTEREST EARNINGS 3,000,010 4110.88', 0.00 14301,45 0,00 14696,,64 43.45 4100 4614° TE32006 INTERF5'1' 8.00 6.00' 6:.10 D.00 0.60 0.00 0.00` 4000_e6143 :LO0I0" II,NTEREST' 1,00 0,00 0.60 14,60 0,00 6.010 0.00 4000--45150 :IN'TEREST EARNING:",.`: 24562,66 0.00 6,00 449,31 13,11 2,052..97 13.81 4000_46/AO 1 AN REPAYMENT (PRINCIPAL) 9,455.82 6.00 0.00 1,943.19 0,00 7,011.63 16,32 4 000-4 62 10 RANK MONEY MARKET INTEREST 0.00' 6-00 0.00 0,00 0:00 E'<t14Y 0,O1 TOTAL INTEREST INCOME 14,95"7,88 4 E0.80 0k..00 3,296,44 0.00 _._ 11,661.44 22.094 MISCELLANEOUS INCOME 4000-48110 RE14051 INCOME 0014103,260.00 0,100,06' 0,00 20,310.00 0..009, 38,8010.00 r".'0.48 4000-48410 RECOVERY — PRIOR YEAR EMBER 0.00 0,00 0.00 0.00 0;00' 0.00 0.0£3 4 000-4 0 4 10 MISCELLANEOUS INCOME 0,00 0.00 0406 0.00 0.00 0.00 0.00 4006 40#430 G3SNJ)9,C.1) SALE OF CAP ASS 14502,820,00 0.01 O:O0 O.00 0,011 1,E02.,820,00 1,00 TOTAI, MISCELLANEOUS INCOME 1,608,020.00 6(100.00 0,00 25,.30i.041 0.00 T4575,1'21`.0€3 1.64 00.1ER FINANCING SOURCE, +41)°(15,01 641 :TRAM5DRR E'R.O1 GENERAL FUND 0.00 0,06 6.66 0.00 0.00 0.00 0.0' 4006_49125 BANK NOTE PROCEEDS 0,00 0.00 0.00 0.00 0.00 0.00 0.00 4000645550 LEASE PRINCIPAL PAYMENTS dos 0.040; 0.00 0,00' 0.00 0..0D 0.00 00.00 4000-40£400 :INSURANCE RECOVERIES 0.00 6.04 0,00 6F.C90 0 t00P';, "1.00 0.00 TOTAL OTITFR FINANCING SOURCES 03.0E 0,00 6.00 0.00 0.00 0,00 0.00 TITAL, REVENUES 4:,452,451..BR 191,4 0.,,2.4 0:.,00. 214,445:.03 0',t111 4..,,.:2.38,005::.,85 4,82': 1-12-2018 02:14 PM CITY OF WYLIE PAGE: 3 REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: DECEMBER 31ST, 2017 111-WYLIE ECONOMIC DEVEL CORP DEVELOPMENT CORP-WEDC DEPARTMENTAL EXPENDITURES CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET % OF BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET PERSONNEL SERVICES 5611-51110 SALARIES 284,473.00 21,833.46 0.00 60,654.21 0.00 223,818.79 21.32 5611-51130 OVERTIME 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51140 LONGEVITY PAY 1,309.00 0.00 0.00 1,300.00 0,00 9.00 99.31 5611-51145 SICK LEAVE BUYBACK 0.00 0.00 0.00 0.00 0.00 0,00 0.00 5611-51160 CERTIFICATION INCENTIVE 0,00 0.00 0.00 0.00 0.00 o.00 0.00 5611-51170 PARAMEDIC INCENTIVE 0.00 0.00 0.00 0.00 0,00 0.00 0.00 5611-51210 CAR ALLOWANCE 12,600.00 969.26 0.00 2,700.08 0.00 9,899.92 21.43 5611-51220 PHONE ALLOWANCE 4,656.00 0.00 0.00 1,164.00 0,00 3,492.00 25.00 5611-51230 CLOTHING ALLOWANCE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51260 MOVING ALLOWANCE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51310 TMRS 94,996.00 3,483.95 0.00 10,513.05 0,00 34,482.95 23.36 5611-51410 HOSPITAL & LIFE INSURANCE 36,671.00 86.20 0.00 6,371.72 000 30,299.28 17.38 5611-51415 EXECUTIVE HEALTH PLAN 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51420 LONG-TERM DISABILITY 1,622.00 80.47 0.00 321.88 0.00 1,300.12 19.84 5611-51440 FICA 18,500.00 597.11 0.00 1,655.57 0.00 16,844.43 8.95 5611-51450 MEDICARE 4,327.00 320.15 0.00 900.47 0.00 3,426.53 20.81 5611-51470 WORKERS COMP PREMIUM 786.00 0.00 0.00 359.05 0.00 426.95 45.68 5611-51480 UNEMPLOYMENT COMP (TMC) 810.00 0.00 0.00 0.00 0.00 810.00 0.00 TOTAL PERSONNEL SERVICES 410,750,00 27,370.60 0.00 85,940.03 0.00 324,809.97 20.92 SUPPLIES 5611-52010 OFFICE SUPPLIES 16,140.00 43.90 0.00 136.10 5,320.00 10,683.90 33.80 5611-52040 POSTAGE & FREIGHT 980.00 0.00 0.00 50.90 29.00 900.10 8.15 5611-52130 TOOLS/ EQUIP (NON-CAPITAL) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-52810 FOOD SUPPLIES 2,250.00 84.86 0.00 541,31 0.00 1,708.69 24.06 5611-52990 OTHER __ 0.00 0,00 0.00 0.00 0,00 0.00 0.00 TOTAL SUPPLIES 19,370.00 128.76 0.00 728,31 5,349.00 13,292.69 31.37 MATERIALS FOR MAINTENANC 5611-54630 TOOLS & EQUIPMENT 0.00 0.00 0,00 0.00 0,00 0.00 0.00 5611-54810 COMPUTER HARD/SOFTWARE 3,000.00 987.50 0.00 987.50 0.00 2,012.50 32.92 5611-54990 OTHER 5,000.00 0.00 0„00 0 00 0.00 5,000.00 0.00 TOTAL MATERIALS FOR MAINTENANC 8,000.00 987.50 0.00 987.50 0.00 7,012.50 12.34 CONTRACTUAL SERVICES 5611-56030 INCENTIVES 1,672,652.00 50,000.00 0,00 50,000.00 0.00 1,622,652.00 2.99 5611-56040 SPECIAL SERVICES 132,200.00 2,681.75 0.00 5,849.07 3,528.00 122,822.93 7.09 5611-56080 ADVERTISING 146,355.00 1,575.00 0.0(3 9,920.00 0.00 136 435 00 , • 6.78 5611-56090 COMMUNITY DEVELOPMENT 52,350.00 10,210.88 0.00 15,370.88 0.00 36,979.12 29,36 5611-56110 COMMUNICATIONS 9,936.00 381.51 0.00 1,256.41 0.00 8,679.59 12.65 5611-56180 RENTAL 29,328.00 2,444.00 0.00 9,582,00 0.00 19,746.00 32.67 5611-56210 TRAVEL & TRAINING 36,450.00 485.16 0.00 3,875.65 0.00 32,574.35 10.63 5611-56250 DUES & SUBSCRIPTIONS 29,598.00 1,477.00 0.00 15,968.72 0.00 13,629.28 53.95 5611-56310 INSURANCE 3,810.00 0.00 0,00 3,860,16 0.00 ( 50.16) 101.32 5611-56510 AUDIT & LEGAL SERVICES 33,000.00 204.63 0.00 5,246.63 0.00 27,753.37 15.90 5611-56570 ENGINEERING/ARCHITECTURAL 30,000.00 0.00 0.00 0.00 0.00 30,000.00 0.00 5611-56610 UTILITIES-ELECTRIC 2,400.00 203. --87 0.00 369.03 0.00 2 030.97 15.38 ------ -- -- ----- . -- , _,.. TOTAL CONTRACTUAL SERVICES 2,178,079.00 69,663.80 0.00 121,298.55 3,528.00 2,053,252.45 5.73 1-12-2018 02:19 PM CITY OF WYLIE PAGE: 4 REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: DECE,MBER 3 1ST, 2017 111-WYLIE ECONOMIC DEVEL CORP DEVELOPMENT CORP-WEDC DEPARTMENTAL EXPENDITURES CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET I OF BUDGET PERIOD PO ADJUST. ACTUAT, ENCUMBRANCE BALANCE BUDGET DEBT SERVICE & CAP. REPL 5611-57110 DEBT SERVICE 1,929,580.93 0.00 0.00 0.00 0.00 1,929,580.93 0.00 5611-57910 PRINCIPAL PAYMENT 491,231.52 .50,062,25 0.00 170,523.77 0.00 270,707.75 38,65 5611-57415 INTEREST EXPENSE 139,023.55 13,500.96 0.00 41,397.73 0.00 97,625.82 29.78 5611-57710 HAD DEBT EXPENSE 0.00 0.00 0.00 0.00 O.00 0.00 0.00 TOTAL DEBT SERVICE & CAP. REPL 2,009,836.00 63,563.21 0.00 211,921.50 0.00 1,797,914.50 10.59 CAPITAL OUTLAY 5611-58110 LAND-PURCHASE PRICE 231,229.00 0.00 0.00 0.00 0.00 231,224.00 0.00 5611-58120 DF,VELOPMENT FEES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-58150 LAND-BETTERMENTS 0.00 0.00 0.00 0.00 0,00 0.00 0.00 5611-58210 STREETS h ALLEYS 0.00 0,00 0.00 O.00 0,00 0.00 0.00 5611-58410 SANITARY SEWER 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-58810 COMPUTER UARD/SOFTWARE 1,000.00 0.00 0.00 0.00 0,00 1,000.00 0.00 5611-58830 FURNITURE & FIXTURES 1,000.00 0.00 0.00 O.00 0.00 1,000.00 0.00 5611-58910 BUILDINGS 0.00 0 00 0.00 0.00 0.00 0.00 0.00 5611-58995 CONTRA CAPITAL OUTLAY 0.00 _ 0,00 0.00 0.00 0,00 0.00 0.00 TOTAL CAPITAL OUTLAY 233,229.00 0.00 0.00 0.00 0.00 233,229.00 0.00 OTHER FINANCING (USES) 5611-59111 TRANSFER TO GENERAL FUND 0,00 0.00 0.00 0.00 0.00 0.00 0.00 5611-59190 TRANSFER TO TilORUGIIEARE IMP 0.01 o.00 0,00 0.00 0.00 0.00 o.o 0 5611 -59430 TRANSFER TO CAPITAL PROJ FEE 0,no 0.00 a.00 0.00 000 0.00 0.00 5611-59990 PROJECT ACCOUNTING 0.00 0.00 „ 0.00 _ 0.00 0.00 0.00 _ 0.00 TOTAL OTHER FINANCING (USES) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL DEVELOPMENT CORP-WE DC 9,859,259.00 161,713.87 0.00 420,875.89 8,877.00 4,929,506.11 8.84 TOTAL EXPENDITURES 9,859,259.00 161,713.87 0.00 920,875.89 8,877.00 4,929,506.11 8.84 REVENUE OVER (UNDER) EXPENDITURES ( 406,807,12) 29,715.40 0.00 ( 206,430.86) ( 8,877.00) ( 191,999.26) 52.93 w** END OF REPORT *** 1 12-2(018 EIRO Pam I € a to A I, L 1 S T T N CAGE 1 FINE : 111-WIILIE N VNOM3X I1EREI CORPPERIOD TO USE::, D 1-2017 TURN Dec-2017 DEPT Ats1'UUNTS ER1.1-5201.0 T111W 5811- INI I POST NrATF: TRAN 4 REFERFULF ACKETR <_.„ SNAIL 1I AION-T—RER VEND TIN/JE WIlL RERA141,3UNTRRAA ERRRBALANCE ERR FUNI1. I L V WELL ECONOMIC 1~7EVEL CORP REPT: 1111 DEVELOPMENT COPP-NCDC 5b11-C2I13 OFFICE SUPPLIES BEGINNING BALANCE 9 2{1 12/22/17 12/22 aAI4136 CHI.; 09375+9 96687 PE1DEX TCE1a PPRe CLIPS L1O11392 26294 WEDC 43.90 136.1C .._.. . ........ DECE;MBETP. r5 TIE'TTY CBI: 43,811 CP 0.00 43. 0 5611-520 0 POSTAGE 11 FREIGHT EEC; FG N I N G P A Ia A; W 1: r RORO' 5111 52]3(1 TOOLS/ EQUIP IRON-CAPITAL) BERINNIAIG 9 A I, A W iK Ft 0.00 5Ga11^^`.`a2S8C7 TOOLS/ EQUIP - 8100- 499.99 N F GT 1 FE U 1 G F1 A l 8 N C: E 0.00 5511-5:81t1 FOOD SUPPLIES EEG I N EI I N E A L A'N C E 456.45 IER1911'J 12/14 AORE85 IE"T°,' 10048IR 96601 WED(: 00811 RTC.; MEAL 000912 8237 DRCI`1 WYGANT 13.98 430.43 12/19/1I 1."/19 A(3785 DE"T. 0004RR 11101. WE01;2 RAN ITO MEAL 00091 271 1.1EC17 NYC NT 1I.91 487.34 12/E9 1 1 1 /19 AG13`715 DIT:' 000489 91101 EWE* LUNCHEON 000912 8211 GECAr? WYGANT 53.97 541.:11 REERERARERRAR DEC EMBER ACTIVITY RE: 84.86 CR: G1,0€9 84.8 131.1 57.9 11 OTHER E11" c TENT NG BALANCE 0.00 ER11- 41110 TOOLS A EQUIPMENT 1'1 1 G T N I1 I N G BALANCE< 0,00 581L-84810 COMPUTER HARD/SOFTWARE: T1NG INN11G I:85L ,NNc VOG 12118/17 1 /Illa A02801 CBE: (14 954 915225 DATA EACEU1 SRC 004806 16444E WADE. 981.50 987.510 ERR_ ARR DEC EMBER ACTIVITY UI3.' 9IS"1.50 A: 1 .00 987.E0 1-12-2018 2:20 PM DETAIL LISTING PACE: 2 FUND : 111-WYLIE ECONOMIC REVEL CORE PERIOD TO USE: Dec-20I7 THRU Dec-2017 DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS 5611-52010 THRU 5611-58910 POST DATE TITAN # REFERENCE PACKET------DESCRIPTION VEND INV/JE # NOTE AMOUNT--=- ----BALANCE-,----- ______-__________________________________—_—_—____-________---------------------------------------------------------------- 56/1-54990 OTHER BEGINNING BALANCE 0.00 ________________________________-___----------------------------_______________------------------------------------------- 5611-56030 INCENTIVES BEGINNING BALANCE 0.00 12/06/17 12/06 A02760 CITE 093440 96219 MCCLURE - INC 2 OF 2 004735 120517 INCENT 2/2 50,000.00 50,000.00 DECEMBER ACTIVITY DB: 50,000.00 CR: 0.00 50,000.00 -------------------------------____________________-____--------------------_____-_________________-_____-_—___ 5611-56040 SPECIAL SERVICES BEGINNING BALANCE 3,167.32 12/06/17 12/06 A02751 011K: 093437 96219 QTLY PEST SERVICE 000792 96214 95.00 3,262.32 12/06/17 12/06 A0275/ CHK: 093439 96219 MOWING - 544 PROP 003627 1221 200.00 3,462.32 12/06/17 12/06 A02758 MIK: 093445 96219 ENVIRN SVC-HWY76 VCP am 004337 25223 WEDC 835.50 4,297.82 12/06/17 12/06 A02791 CHK: 093460 96225 JANITORIAL SVC - DECEMBE 002330 42209 WEDC 157.50 4,455.32 12/20/17 12/20 A03871 CHK: 093681 96634 JANITORIAL SVC 002330 42209 157.50 4,612.82 12/22/17 12/22 A04093 CHK: 093741 96679 VCP-CRI-KIRBY SEP17 001320 VCP0042056 1,150.00 5,762.82 12/22/17 12/22 A04094 CHK: 093741 96679 VCP-CR1-KIRBY SEP17 001320 VCP0042057 86.25 5,849.07 DECEMBER ACTIVITY DB: 2,681.75 CR: 0.00 2,681.75 5611-56080 ADVERTISING BEGINNING BALANCE 8,345.00 12/06/17 12/06 A02787 CHIC: 093462 96225 CHAMBER BANNER AD 000468 8609 WEDC 1,500.00 9,845.00 12/22/17 12/22 A04092 CHK: 093742 96679 WYLIE NEWS- VET DAY AD 000391 15635 WEDC 75.00 9,920.00 .,,.. .=,. .,rn DECEMBER ACTIVITY DB: 1,575,00 CR: 0.00 1,575.00 5611-56090 COMMUNITY DEVELOPMENT BEGINNING BALANCE 5,160.00 12/06/17 12/06 A02786 CHK: 093462 96225 CHAMBER-EVENT TKTS 000468 8586 WEDC 40.00 5,200.00 12/06/17 12/06 A02788 CHIC: 093461 96225 COMM. WILLIAMS IUNCHEON 001420 120517 SATTER 130.00 5,330.00 12/06/17 12/06 2302848 CHK: 093473 96255 WISD FOUND GRANT SPONSOR 000379 945 WEDC 3,000.00 8,330.00 12/15/17 12/15 A03555 CHK: 093617 96540 ARTS FEST. SPONSOR 000101 AF2017-04 250.00 8,580.00 12/19/17 12/19 A03785 DFT: 000489 96601 CHRISTMAS BSKT-SHOE 000912 8277 DEC17 WYGANT 155.75 8,735.75 12/19/17 12/19 2303785 DFT: 000489 96601 CHRST CARE AUG SPUN 000912 0277 DEC17 WYGANT 50.00 8,785.75 12/19/17 12/19 A03762 OFT: 000489 96598 INVIT EVENT ITEMS 000912 8277 DEC17 SATTERW 1,406.71 10,192.46 12/19/17 12/19 2301762 DFT: 000489 96598 INVITATIONAL EVENT 000912 8277 DEC17 SATTERW 5.19 10,197.65 12/19/17 12/19 1107762 OFT: 000489 96598 iNVITATIONAL EVENT 000912 8277 DEC17 SATTERW 20.03 10,217.68 12/19/17 12/19 A03762 DFT: 000489 96598 INVIT. EVENT-BANQUET 000912 8277 DEC17 SATTERW 100.04 10,317.72 1-12-2018 2:20 PM DETAIL LISTING PAGE: 3 FUND : 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Dec-2017 THRU Dec-2017 DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS: 5611-52010 THRU 5611-58910 POST DATE TRAM # REFERENCE PACKET DESCRIPTION VEND INV/JE # NOTE AMOUNT ====BAIANCE==. - 12/19/17 12/19 A03762 OFT: 000489 96598 INVIT. EVENT-OFT CER 000912 8277 DEC17 SATTERW 1,450.00 11,767.72 12/19/17 12/19 A03762 OFT: 000489 96598 INVIT EVENT-GRNS FEE 000912 8277 DEC17 SATTERW 2,652.13 14,419.85 12/19/17 12/19 A03762 OFT: 000489 96598 INVIT EVENT-CARTS 000912 8277 DEC17 SATTERW 777.78 15,197.63 12/19/17 12/19 A03762 OFT: 000489 96598 HOLIDAY BSKT 000912 8277 DE017 SATTERW 173,25 15,310.88 ,,,,,,,,,,,,-- -, DECEMBER ACTIVITY DB: 10,210.88 CR: 0.00 10,210.88 -------------------------------------------------_—____________________________-_—_-______-_—____________-___-__ 5611-56110 COMMUNICATIONS BEGINNING BALANCE 874.90 0/15/17 12/15 A03579 CHI': 093620 96540 INTERNET SERVICE 004568 2101577989 NV25-D 204.39 1,079.29 12/19/17 12/19 A03762 OFT: 000489 96598 TELEPHONE SERVICE 000912 8277 DEC17 SATTERW 177.12 1,256.41 DECEMBER ACTIVITY DB: 381,51 CR: 0.00 381.51 5611-56180 RENTAL BEGINNING BALANCE 7,138.00 12/20/17 12/20 A03817 CHK: 093654 96623 COPIER RENTAL 003509 101686 WEDC 194.00 7,332.00 12/22/17 12/22 A04100 CHK: 093743 96679 RENT - JAN 18 003231 122117 JAN18 2,250.00 9,582.00 DECEMBER ACTIVITY DB! 2,444,00 CR: 0.00 2,444.00 5611-56210 TRAVEL & TRAINING BEGINNING BALANCE 3,390.49 12/15/17 12/15 A03629 CHK: 093640 96544 120817 TAXI 004514 120817 TAXI/PARK 27.24 3,417,73 12/15/17 12/15 A03629 CHIC: 093640 96544 120817 PARKING 004514 120817 TAXI/PARK 72.00 3,489,73 12/19/17 12/19 A03727 OCT: 000489 96594 ICSC DEALMKG-PREG 000912 8277 DEC17 GREINER 15.00 3,504.73 12/19/17 12/19 A03727 DFT: 000489 96594 ICSC DEALMKTG-PRKG 000912 8277 DEC17 GREINER 15.00 3,519.73 12/19/17 12/19 A03727 DFT: 000489 96594 TEDC BRD RFT-TAXI 000912 8277 DEC17 GREINER 15.30 3,535.03 12/19/17 12/19 A03727 OFT: 000489 96594 TEDC BRD RET-TAXI 000912 8277 DEC17 GREINER 3.00 3,538.03 12/19/17 12/19 7503727 OFT: 000489 96594 TEDC BRD RET-TAXI 000912 8277 DEC17 GREINER 3.00 3,541.03 12/19/17 12/19 A03727 DFT: 000489 96594 TEDC BRD. RET-TAXI 000912 8277 DEC17 GREINER 13.82 3,554.85 12/19/17 12/19 A03727 DFT: 000489 96594 TEDC BRD RFT-PKG 000912 8277 DEC17 GREINER 48.00 3,602.85 12/19/17 12/19 A03727 OFT: 000489 96594 TEDC BRD RET-MEAL 000912 8277 DEC17 GREINER 14.65 3,61750 12/19/17 12/19 A03727 OFT: 000489 96594 TEDC BRD RET-HOTEL 000912 8277 DEC17 GREINER 181.54 3,799.04 12/19/17 12/19 A03727 OFT: 000489 96594 TEDC BRD RET-MEAL 000912 8277 DEC17 GREINER 5.28 3,804,32 12/19/17 12/19 A03%62 DFT: 000489 96598 ICSC DI MKG CONE-PKG 000912 8277 DEC17 SATTERW 15.00 3,619.32 12/19/17 12/19 A03762 OFT: 000489 96598 BUS MTG-MEMB GUEST 000912 8277 DEC17 SATTERW 14.08 3,833.40 12/19/17 12/19 A03762 DFT: 000489 96598 BUS. MTG-JAMERSON 000912 8277 DEC17 SATTERW 42.25 3,875.65 DECEMBER ACTIVITY DB; 485.16 CR: 0.00 485.16 1412-2018 2:20 PM DSTATL LIETTNG RAGE: I FUND 1 611-WYLIE ECONOMIC DEVEI CORP PERIOD TO USE: Dec-2017 THRU Dec-2041 DEPT ; 611 DEVELOPMENT CORP-WKDC ACCOUNTS: 5911E52010 THRO 5611 E0E910 POST KATE', TRAK 33 REFERENCE PACEPT5:6664:664061SCRIPTION:6:66666:6 VEND INVISE 4 NOTE 66K6P2MOK1<1EE48 82-KEALANGEo—cu 5611-56220 PROFESSIONAL TRAINING BEGINNING SALANNP 0.00 --_-------------- --_---- - -_-_--- -_------ 6611-56260 OSES I SUBSCRIPTIONS BEGINNING BALA. NEE 1.4,491,72 12406411 12406 00260 C1,7: 096471 96255 'ROTARY 81311-SATTERWH7TE 001420 11/4 WDDC 748..00 15,239.12 12619111 12619 00K165 DET 900489 96601 PUSS KTE owEE -041622, 000822 8277 0E712. wyGANT 340.00 15,516,.12 12/19/11 12/19 A03785 DST: 000489 96601 GUESKTX 6161714-O7L73E 600912 9271 DEC17 WYGANT 340 0.066 15,239./2 12619611 1.. 504/62 07716 6004311 96695 CLUB CORP DNES 000912 6277 0ES11 SATOERW 129,00 16,466.612 6 K000K000s,,ou DEGEmBER AGEEvIE8 DB, 1661/.00 CI; 340„00CK. 1,477,00 --_---_-_------ 6611-56310 INSURANCE BEotNNINS BALANCE 6,866,16 6API-565110 AUDIT & LEGAL sssvices BEGINNING BALANCE 5,042,00 12406611 12406 502669 U11; 019466 96255 ENVIR REVIEW KIRBY PROP 00494/ 32129 204,63 5,246.63 EEK6K65-56E-56:P DECEMBER ACTIVITY DK: 204.68 Elk, 0.00 204.8S ENSINERKING/ARCHITECTURAL BEGINNING BALANCE 0.00 ------------------------- --------- - - 5611 156611/ UTILITIES-ELECTRIC BEGINNING :BALANCE 165:16 12/06/17 12406 A02/49 O1IS: 093438 96219 GAS-100 OAR ST-, WEDS 000246 3043148706 31 NVP 55.75 220.91. 12/06/11 12606 092155 'Ul'K' 092469 99996 UTTLITTASEELECTPTC 066302 111665518,9 O'73'I7 119,39 631.29 12/06411 12/06 002800 098456 96225 UTILITIES-WATER 003382 122-1040-01 GOT41 18.90 256.49 12/06411 1.2406 002804 1.1616 096466 96225 u1iL1'rIEs-GAs, CO,302 3029281066 OC7711 42.64 366:03 Poo65oPDKou66: DECOMBER ACTIVITY DR! 206,61 CRt 0,00 203,87 K811-51410 DEBT SERVICE BEGINNING BALANEE 0.00 1-12-2018 2:20 PM DETAIL LISTING PAGE. FUND : 111-WYLIE ECONOMIC DEVEI CORP PERIOD TO USE: Dec-2017 THRU Dec-2017 DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS. 5611-52010 THRU 5611-58910 POST DATE TRAN 4 REFERENCE PACKET - DESCRIPTION - VEND INV/JE NOTE -MOUNT-- --BALANCE-- 5611-57410 PRINCIPAL PAYMENT BEGINNING BALANCE 120,461.52 12/01/17 1/03 B59391 Bnk DIE 120117 16687 8E27959 KEM PMT #27 ETE# 027959 8,144,87 128,589.39 12/08/17 1/04 B59396 Bnk Dft 120817 16689 .1E27961 PEDDICORD/WH1TE PMT#36 JE# 027961 5,485,59 134,074.98 12/15/17 1/04 B59407 Bnk Dft 121517 16696 .1E27970 WB PKWY PMT #40 JE# 027970 12,148.08 146,203.06 12/22/17 1/05 B59443 Bnk Dft 122217 16704 JE28002 EDGE PMT #18 JE# 028002 15,388.68 161,591,67 12/22/17 1/05 B59445 Bnk DIE 122217 16704 JE28004 JARRAED PROP 412 JE# 028004 4,084.58 163,659.22 12/22/17 1/05 B59446 Bilk Dff 122217 16704 3E28005 BUCHANAN PMT #40 JE# 028005 6,864,55 170,523.77 --- DECEMBER ACTIVITY DB° 50,062.25 CR. 0.00 58 062 28 5611-57415 INTEREST EXPENSE BEGINNING BALANCE 27,896.77 12/01/17 1/03 B59391 Bnk DIt 120117 16687 .1E27959 KEM PMT #27 JE# 027959 617.38 28,514,15 12/08/17 1/04 B59396 Bnk Dft 120817 16689 JE27961 PEDDICORD/WBITE PMT436 J414 027961 1,696.86 30,411.01 12/15/17 1/04 B59407 Bnk Dft 121517 16696 JE27970 WB PKWY PMT #40 JE# 027970 1,139.85 31,550.86 12/22/17 1/0.5 B59443 Bnk Dft 122217 16704 JE28002 EDGE PMT #16 JE4 028002 1,671.20 33,222.06 12/22/17 1/05 B59445 Bnk DIE 122217 16704 JE29004 JAREARD PROP #12 JE# 028004 1,041.60 34,263.66 12/22/17 1/05 B59446 Bnk Dft 122217 16704 JE28005 BEIGUANAN PMT 440 JE4 028005 467.40 34,731.06 12/22/17 1/05 B59447 Misc 122217 16704 JE28006 DALLAS WHIRLPOOL #13 JE# 028006 6,666.67 41,397.73 DECEMBER ACTIVITY DB: 13,500.96 CR. 0,00 13,500.96 5611-57710 BAD DEBT EXPENSE BEGINNING BALANCE 0.00 --------------------------------------------- 5611-58110 LAND-PURCHASE PRICE BEGINNING BALANCE 0.00 5611-58120 DEVELOPMENT FEES BEGINNING BALANCE 0.00 5611-58150 LAND-BETTERMENTS BEGINNING BALANCE 0.00 5611-58210 STREETS & ALLEYS BEGINNING BALANCE 0.00 ------------------------------------------------------------------------------------------------------------------------------------ 1-IP-20.118 TTP0 PM DETAIL LISTING PAGE: 6 RUNE T III-14E1SE ECONOMIC DEVIL CORP PERDID TO ONE: 1c-2014 THRU D60-2017 DEFT T S11 DEVELOPMENT CORP-NED.: ACCOUNTS 5611-52010 THAR G611-50010 POST DATE MRSN 4 REFERENCE PAEFET-----ENFACETEEION-82-688 BENG INV0TR # NOTE 44---SMOONT-664 66.42SATANCRATI6 011-284/0 SANITARY SEWER BEGINNING BALANCE 0.00 ---------- ---------------------_----_--------------------_---_-___________--- _ 6611-58810 COOVUTFR HAPOISOPTRAP11 BEGINNING BALANCE 9. 0 6611-88930 FURNITURE 6 FIXTURES BEGINNING BALANCE 0..90 ----------- ----________ _____----- --------- - 5611-88910 BELLEANNX 2. 6NISNESN BALANec 0.09 900 ERRORS IN THIS NEFORTI REPORT TOTALS ** DEBITS --- CREDITS --- BEGINNING BALANCES: 200,692016 0.00 9FPoRTED ACTIVITY: 134 683 21 = 10101111113 ENETEG EASANCES: 335,275.86 390.00CE TOTAL FUND END/PP BALANCE: 334,935.66 FUND: 90E-NEN LONG TRRM DEBT (EROC) ------------- NETT; 611 *c INVALID BE102. 5611-57919 PRINCIPAL PAYMENT BEGINNING r.j, ALANGE 129 461 52GR 12/91/14 1/63 S69391 1011 1)f6 120117 19687 JF27959 K&M POT 427 JEt 0.27.989 8,123.87CA 1200660.49113 12/08417 I/D4 11593931 BUB NIL 129814 16699 06.21961 CE0010OR19414033S RIIT440 .1E9 922961 5,485,58NR 1340034.98E9 12/16/12 1609 869907 ENE D68 1916.13 16696 .7E22970 198 PEN EMT 440 J17# 0E2920 42 128.08CR 146 209.064"R 12/22/17 1/95 959443 Eft 122247 19104 0E29002 EDGE PMT NIA JF,i 028002 15t388.610E 161,551.63CR 12622/12 1606 1359445 Rink Oft 122217 16704 JF.2800.1 JAERAND PROP #12 41E4 92.0004 2,064.651013 1E3,652,22NA /2/22/11 Lips 3014411 Bnk pft 122217 16404 31428000 BUCHANAN ENT 490 JE# 929908 6,864.8ECR 110,523.73.2E 6 66668896,6269 DECENEER ACTIVITY DP: 0000 CRT 80t962.2sER 99.0622BGR ---------------- --------_---------------___________ ______________ 5611 464094 CONTRA EXPENSE - (AUDIT 01411Y1 BEGINNING ONLARCE 0 09 1-12-2018 2:20 PM DETAIL LISTING PAGE: 7 FUND : 922-GEN LONG TERM DEBT (MEDC) PERIOD TO USE: Dec-20I7 THRU Dec-2017 DEPT : 611 -** INVALID DEPT ** ACCOUNTS: 5611-52010 THRU 5611-58910 POST DATE TRAM 8 REFERENCE PACKET- -DESCRIPTION-- --- VEND INV/JE 4 NOTE AMOUNT==== ====BALANCE==== 000 ERRORS IN THIS REPORT! '* REPORT TOTALS ** DEBITS --- --- CREDITS --- BEGINNING BALANCES: 0.00 120,461_52CR REPORTED ACTIVITY: 0A0 50,062.25CR ENDING BALANCES: 0A0 170,523:77CR TOTAL FUND ENDING BALANCE: 170,523.77CA Wylie Economic Development Corporation Balance Sheet Sub Ledger December 31, 2017 Notes Payable Date of Rate of Principal Purchase Payment Beginning Bal. Principal Interest Interest Balance December 1, 2017 4,158,195.83 ANBTX-88130976 WOODBRIDGE PKWY (#40 of 60) 8/15/14 13,267.93 524,518.05 12,128.08 1,139.85 2.61 512,389.97 ANBTX 88148481 BUCHANAN(#40 of 60) 8/13/14 7,331.95 148,775.93 6,864.55 467.40 3.77 141,911.38 ANBTX-88149711 PEDDICORD/WHITE(#36 OF 120 12/12/14 7,382.45 541,959.38 5,485.59 1,896.86 4.20 536,473.79 ANBTX-88158043 K&M/HOBART(#27 of 48) 9/2/15 8,745.25 185,213.22 8,127.87 617.38 4.00 177,085.35 ANBTX-88157334 LINDUFF/EDGE(#18 0f27) 10/21/15 17,059.81 479,976.01 15,288.61 1,671.20 4.25 464,687.40 ANBTX-88158357 DALLAS WHIRLPOOL(#13 of 60) 11/22/16 2,000,000.00 0.00 6,666.67 4.00 2,000,000.00 JARRARD GRAYSAUTO(#11 OF 120) 12/1/16 3,109.15 279,812.64 2,059.82 1,049.33 4.50 277,752.82 December 31, 2017 $49,954.52 $13,508.69 4,110,300.71 Wylie Economic Development Corporation Inventory Subledger December 31, 2017 Inventory-Land Date of Rur. Address Acreage Improvements Cost Basis Sub-totals Cooper McMasters 7/12/05 709 Cooper 0.48 n/a $202,045 Heath 12/28/05 706 Cooper 0.46 $32,005 3,625 186,934 Perry 9/13/06 707 Cooper 0.49 Demo 200,224 Bowland/Anderson 10/9/07 Cooper Dr. 0.37 n/a 106,419 KCS 8/1/08 Cooper Dr. 0.41 n/a 60,208 Duel Products 9/7/12 704 Cooper Dr. 0.50 n/a 127,452 Randack 10/23/12 711-713 Cooper Dr. 1.09 217,500 8,880 400,334 Lot 2R3 7/24/14 Cooper Dr. 0.95 n/a 29,056 $1,312,672 Industrial Ct. Ind Ct-Hwy 78 7/06-4/16 Ind Ct-Hwy 78 3.03 1,928,306 Jarrard 12/22/16 201 Industrial Ct 0.29 32,893 3,900 300,493 2,228,799 Regency Regency Pk. . 6/4/10 25 Steel Road 0.65 n/a 25,171 25,171 Commerce Hobart Investments 11/12/13 Commerce 1.60 n/a 156,820 Hobart 1/6/14 605 Commerce 1.07 396,263 20,000 386,380 Dallas Whirlpools 11/22/16 900-908 Kirby 4.79 2,182,080 2,725,280 Downtown Heath 3/17/14 104 N. Jackson 0.17 Demo 220,034 Udoh 2/12/14 109 Marble 0.17 n/a 70,330 Peddicord 12/12/14 108/110 Jackson 0.35 155,984 4,444 486,032 City Lot 12/12/14 100 W. Oak St 0.35 n/a Jones (K&M) 9/3/15 106 N. Birmingham 0.21 42,314 4,125 190,596 FBC Lot 6/15/16 111 N. Ballard St 0.20 n/a 150,964 McMillan 8/24/17 105 N. Jackson 0.26 n/a 89,482 1,207,438 Alanis White Property (Alanis) 12/12/14 Alanis 6.63 n/a 420,336 420,336 South Ballard Birmingham Trust 6/3/15 505-607 S. Ballard 1.12 Demo 409,390 409,390 Total 25.63 $876,959 44,974 $8,329,086 $8,329,086 *A Journal entry was made by auditors to adjust the cost of the Hughes land by$4,638.79. This amount was for taxes owed and not part of land value. *Prime Kuts total purchase price was$306,664.45. The distribution between 207 Industrial and R.O.W. purchased was developed by Seller for tax purposes. (**) Costs Basis adjusted for partial sale of property(.28 acres or 22.76%of the property at a cost basis of$170,755.53). WEDC Leasehold Subledger Tenant Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Helical Concepts 1st 12/22/16 1/25/17 2/27/17 3/22/17 4/27/17 5/25/17 6/23/17 7/25/17 8/25/17 9/26/17 10/25/17 11/27/17 1/6/18 Wheels Unlimited 15th 1/19/17 2/14/17 3/13/17 4/17/17 5/19/17 6/7/17 7/18/17 8/18/17 9/14/17 10/17/17 11/15/17 12/20/17 Trimark Catastrophe 15th 2/1/17 2/23/17 3/1/17 4/10/17 5/3/17 6/5/17 7/3/17 7/26/17 9/7/17 10/27/17 11/2/17 1/8/17 Dennis Richmond 1st 1/10/17 2/20/17 3/6/17 4/13/17 5/3/17 6/8/17, 7/10/17 8/7/17 9/8/17 10/4/17 10/16/17 12/5/17 1/7/18 Austin/Said LLC 1st 2/13/17 3/17/17 4/13/17 5/12/17 6/16/17 7/11/17 8/21/17 8/29/17 10/23/17 11/8/17 12/14/17 1/12/18 Austin/Said LLC 1st 2/13/17 3/17/17 4/13/17 5/12/17 5/12/17 6/16/17 7/11/17 8/21/17 8/29/17 10/23/17 11/8/17 12/14/17 1/12/17 DCU 1st 1/6/17 1/27/17 2/23/17 3/24/17 , 4/28/17 5/26/17 6/30/17 7/28/17 8/23/17 9/25/17 10/30/17 11/27/17 12/27/17 Delta-E 1st 1/6/17 1/25/17 2/23/17 3/23/17 4/24/17 5/22/17 6/20/17` 7/24/17 8/29/17 9/26/17 10/30/17 12/1/17 12/29/17 (*)Austin/Said LLC-March 2017 payment for 605 Commerce waived due to environmental remediation,removal of slab section,and roll-off dumpsters impeding access. WEDC EXECUTIVE DIRECTOR J P MorganChase Expense Report November 2017 DATE PAYEE AMOUNT BUSINESS PURPOSE INDIVIDUAL/GROUPS PRESENT 11/09/17 Ace Parking 15.00 ICSC Deal Making Conference Satterwhite 10/02/17 Club Corp 1,406.71 WEDC Invitational Items (See Attached Attendee List), 10/05/17 Club Corp 14.08 Member Guest Satterwhite, Lawyers Title 10/07/17 Club Corp 5.19 WEDC Invitational Planning Satterwhite 10/10/17 Club Corp 42.25 Bus. Mtg Satterwhite, Jamison 10/11/17 Club Corp 4,999.98 WEDC Invitational Event (See Attached Attendee List) 11/28/17 Woodbridge Golf Club 173.25 Christmas Basket n/a 12/02/17 Cytracom 177.12 Telephone Service n/a TOTAL 6,833.58 2017 WEDC Invitational - October 11, 2017 'Name Company Randy Hullett ,Abernathy,Roder Brodie McIlvain [American Restoration ;Jim Kurtzweil Clark Street Development Steve Rumsey 'Cross Development David Davis D2 Development ;Landon Day Day Lumber Brian Waxler [EDGE Realty Partners Bryan Brokaw !Edward Jones Todd Wintters Engineering Concepts Ed Prusak Inner Circle Partners Jared Prusak Inner Circle Partners Josh Prusak lInner Circle Partners =Brent Bates i Intercon Demolition David Joss f InvenTrust Properties Brian Miller !Inwood National Bank Charlie Smith l Inwood National Bank 'Marvin Fuller 1Inwood National Bank Pat Jenson [Inwood National Bank I Chris Burks [John T. Evans ;Tom Paredes John T. Evans Baron Cook Lawyers Title Company t John Marshall 'McGriff Seibels&Williams Andrew Shaw NAI Joe Garrison Plains Capital 'Tommy Pulliam 1 Pulliam Construction Mitch Herzog I Richard Parker,Inc. !Ronny Kingbeil rt RLK Engineering `Adam Leggett State Farm Jeff Forrester 1 Taco Bell Aaron Farmer I The Retail Coach "Jason Worley ;Veritex Community Bank Eric Easter ?Woodbridge Golf Club I Paul Kenney [Woodbridge Golf Club ISam Satterwhite ]Wylie EDC Luke Anderson ; Wylie Eye Center [Tom Grunnah [Younger Partners WEDC Assistant Director JPMorgan Chase Expense Report November 2017 DATE VENDOR PURPOSE AMOUNT 11/9/17 ICSC Parking 15.00 11/10/17 ICSC Parking 15.00 11/30/17 Uber TEDC Board Retreat-Taxi -Greiner 15.30 11/30/17 Uber TEDC Board Retreat-Taxi Greiner-Gratuity 3.00 12/1/17 Uber TEDC Board Retreat-Taxi-Greiner 13.82 12/1/17 Uber TEDC Board Retreat-Taxi -Greiner-Gratuity 3.00 12/1/17 DFW Airport TEDC Board Retreat Parking -Greiner 48.00 12/1/17 Rosarios TEDC Board Retreat- Meal -Greiner 14.65 12/1/17 Hotel Contessa TEDC Board Retreat- Hotel -Greiner 181.54 12/1/17 Hotel Contessa TEDC Board Retreat-Meal -Greiner 5.28 Total 314.59 WEDC Senior Assistant JPMorgan Chase Expense Report November 2017 DATE VENDOR PURPOSE AMOUNT 11/14/17 Kroger WEDC Board Mtg Meal _ 13.98 11/15/17 McDonald's WEDC Board Mtg Meal 16.91 11/17/17 Ballard Street Café Employee Luncheon 53.97 11/29/17 Shoemaker& Hardt Business Christmas Basket 155.75 11/29/17 Hone Baked Hams Chamber of Commerce-Auction Contribution 50.00 Total 290.61 WYLIE ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE FOR THE MONTH OF JANUARY 2018 MONTH WEDC WEDC WEDC DIFF % DIFF 2016 2017 2018 17 VS 18 17 VS 18 DECEMBER $166,418 $197,808 $184,849 -$12,959 -6.55% JANUARY 163,463 196,347 191,896 -$4,452 -2.27% FEBRUARY 260,166 276,698 MARCH 167,082 191,648 APRIL 154,920 168,844 MAY 238,646 244,816 J U N E 180,194 191,732 JULY 212,620 223,571 AUGUST 268,976 261,573 SEPTEMBER 197,339 210,974 OCTOBER 201,506 195,549 NOVEMBER 270,426 267,816 Sub-Total $2,481,757 $2,627,376 $376,744 . -$17,411 -4.42% AUDIT ADJ TOTAL $2,481,757 $2,627,376 $376,744 -$17,411 -4.42% WEDC SALES TAX ANALYSIS _ _ eeeeemm_.... $250,000 ----- - $200,000 $150,000 $100,000 - - - 1 $50,000 -___... A-. $0 - 1 a I 1 -I . fi_ I. -- ..{ - I I 1 r I I- m Cu 5 a m c > > 1? E 2 2 15 Q 2 ' -' rn E ° E 2 Q 1) -t a) iiiLL a ° Z 0o ylie co o ic I evelo • e t Cor • oration E • - A DU TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director SUBJECT: KREA Performance Agreement DATE: January 12, 2018 Issue Consider and act upon issues surrounding a Performance Agreement and Subsequent Amendments between the WEDC and KREA. Analysis On July 29,2015 the WEDC entered into a Performance Agreement with KREA Acquisition,LLC to facilitate the development of a La Quinta Inn& Suites in Wylie. The Agreement called for the WEDC to fund $600,000 in cumulative incentives should the developer complete the proposed project not later than March 31, 2017. The package would be paid out via a $100,000 reimbursement incentive at CO with the balance paid out over seven (7) years and equal to the amount of Local Hotel Occupancy Taxes paid to the City of Wylie. For example,should La Quinta generate $100,000 in taxable sales in a given quarter, $7,000 in Occupancy taxes would be paid by La Quinta to the City of Wylie. The WEDC in turn would make a reimbursement incentive payment to KREA in the amount of$7,000. Based upon construction delays and at the request of KREA, the WEDC approved a First Amendment to Performance Agreement on January 20, 2017 which extended the requirement for receiving a Certificate of Occupancy from March 31, 2017 to May 31, 2017. The Start Date (to begin making reimbursement payments) was also reduced from 6 months to 4 months. The extension period was so short(2 months)based upon KREA's confidence in completing the project within the requested time frame. As delays continued and it was evident that KREA would not finish by May 31', a final extension (via the attached Second Amendment to Performance Agreement dated May 17,2017)was granted to KREA with a November 30, 2017 date established by which a CO was to be issued. Also modified within the Agreement, the maximum reimbursement incentive was reduced from $600,000 to $450,000 and the Start Date was reduced from 4 months after CO to the date upon which a CO is issued. As reported previously,the CO for the project was not issued until December 12,2017 with KREA notified in writing that the Performance Agreement between KREA and the WEDC is terminated. On December 7, 2017, KREA made a written request to the Board to consider funding the Initial Incentive payment of$100,000 to assist with the building permit fees which were in excess of WEDC KREA January 12,2018 Page 2 of 2 $120,000. No further request was made by ' A to reinstitute other aspects of the Agreement (i.e. reimbursement of fu - Hotel Occupancy Taxes). The La Quinta property is currently appraised at $2.2 mm with the land valued at $4.24 psf and the partial valuation(uncompleted) of real property at$1.75 mm. Further, property taxes due by 1-31-18 are paid in full. At the January 17, 2017 Meeting, it was directed by the Board for staff to place this item on the agenda for further consideration. Recommendation Staff has no recommendation at this time. Attachments Performance Agreement, 6-29-15 First Amendment, 1-20-17 Second Amendment, 5-17-2017 Certificate of Occupancy 12-7-17 K.REA Correspondence PERFO' ANCE AGREEMENT Between Wylie Economic Development Corporation And ' A Acquisition LLC, a Texas limited liability company This Performance Agreement (the "Agreement") is made and entered into by and between the Wylie Economic Development Corporation ("WEDC"), a Texas corporation organized and existing under Chapter 501 of the Texas Local Government Code, known as the Development Corporation Act, as amended from time to time (the "Act") and ' A Acquisition LLC,a Texas limited liability company("Company"). RECITALS WHEREAS, Company proposed to acquire title to that certain tract of property located within the corporate limits of the City of Wylie, Texas (the "City"), consisting of approximately 2.08 acres, located in Wylie, Texas, as more fully described in the attached Exhibit A (the "Property"); WHEREAS, the Company plans to construct a La Quinta Inn& Suites Urban Design 2.0 hotel on the Property that will have four (4) stories, contain approximately 44,000 square feet with not less than 75 hotel rooms(the"Improvements"); WHEREAS, Company has requested financial and/or economic assistance from the WEDC to plan and construct certain infrastructure improvements to assist in the development of the Property, consisting of economic assistance for all hard and soft costs for the construction of public and site improvements on or adjacent to the Property including, but not limited to, geotechnical, engineering and inspection costs related to the project as described and estimated in Exhibit B (the "Project"); WHEREAS, Section 501.103 of the Act states that the WEDC may provide funding for expenditures that are found by the Board of Directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, limited to streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements (the"Qualified Infrastructure"); and WHEREAS, Company proposes to use the economic incentives for the construction of the Qualified Infrastructure which will include approved public infrastructure improvements and site improvements as may be amended from time to time, necessary for the development of the Property and which will benefit the surrounding properties,as generally described in the attached Exhibit B; and WHEREAS, the WEDC has found that the Qualified Infrastructure is necessary to promote or develop new or expanded business enterprises in the City and the WEDC has concluded that the Qualified Infrastructure constitutes a "project", as that term is defined in the Act, and is willing to provide Company with economic assistance as hereinafter set forth on the #672116v2 1 terms and subject to the conditions as stated herein and Company is willing to accept the same subject to all terms and conditions contained in this Agreement; and WHEREAS, the WEDC has determined that it is in the best interest of the public and the City and promotes the purposes authorized by the voters of the City of Wylie for which the WEDC was established to encourage the development and use of industrial and business properties within the City; and WHEREAS, the WEDC is willing to provide the Company with economic assistance hereinafter set forth on the terms and subject to the conditions as stated herein and Company is willing to accept the same subject to all terms and conditions contained in this Agreement. NOW, THEREFORE, for and in consideration of the above recitals and the terms, conditions and requirements hereinafter set forth,the parties hereto agree as follows: 1. Economic Assistance. Subject to the terms of this Agreement and provided Company is not in default, the WEDC will provide Company economic assistance in the form of quarterly performance reimbursement incentives("Reimbursement Incentives"). The WEDC will provide the following Reimbursement Incentives: a. The WEDC shall provide an economic incentive to the Company equal to the sum of$100,000, upon the issuance of a permanent Certificate of Occupancy for the Improvements (the "Initial Incentive"). The WEDC shall provide additional economic incentives to the Company in an amount equal to the Local Hotel Occupancy Taxes ("Hotel Taxes") paid by the Company and received by the City generated from the Property for the period beginning on the Start Date (as defined below in Paragraph b) and ending on the day prior to the seven (7) year anniversary of the Start Date. The total Reimbursement Incentives to be paid to the Company, including the Initial Incentive, shall not exceed the cumulative sum of$600,000. b. The "Start Date", as used herein, shall be the date that is six (6) months after the City issues a final Certificate of Occupancy for the Improvements being constructed on the Property. The Certificate of Occupancy shall be issued not later than March 31,2017; c. The payment of the Reimbursement Incentives shall take place on a quarterly basis and shall be supported by a report provided by the City or other statement in a form reasonably acceptable by the WEDC verifying the collection and the amount of the Hotel Taxes received by the City relative to the Project. 2. Performance Obligations. The WEDC's obligation to pay Company the Reimbursement Incentives stipulated above is expressly contingent upon Company completing the following items(the "Performance Criteria")by the due dates set forth below: a. The Company acquiring the Property by no later than September 1, 2015; and #672116v2 2 b. The Improvements for a La Quinta Inn & Suites shall be completed (as evidenced by permanent Certificates of Occupancy) no later than March 31, 2017. The Company may not change the franchisor of the hotel from La Quinta Inn& Suites unless approved in writing by the WEDC; c. Company, at its cost, shall have completed the Qualified Infrastructure by the Start Date with a minimum cost of Six Hundred Thousand Dollars ($600,000.00). In the event Company fails to meet the Performance Obligations in this Section 2, none of the Reimbursement Incentives shall be paid to the Company and this Agreement shall terminate. 3. Transfer of Property. The WEDC acknowledges and agrees that in connection with the development of the Project and Improvements, certain portions of the Property may be sold to third parties. Notwithstanding the foregoing, no third party purchaser of any portion of the Property shall be deemed an assignee or successor under this Agreement (unless this Agreement is specifically assigned to such third party by Company), nor shall any such third party have the right to receive the Reimbursement Incentives unless such Reimbursement Incentives are assigned in writing by the Company to such third party, and approved by WEDC in writing prior to such assignment. The WEDC further acknowledges and agrees that whether or not Company owns all of the Property, the Reimbursement Incentives payable to Company shall be calculated based on the Hotel Taxes received by the City from the Property. 4. WEDC Payment of Reimbursement Incentives. a. Subject to the terms and conditions of this Agreement, except for the Initial Incentive, which shall be paid by WEDC to the Company within thirty (30) days of the issuance of the Certificate of Occupancy for the Improvements, the WEDC will pay the Reimbursement Incentives to Company on a quarterly basis as set forth in paragraph 4(b) below, beginning on the earlier of the month of March, June, September, and December following the date Company meets the qualifications set forth in Paragraph 2 above and continuing each quarter thereafter on the months set forth above, provided Company each quarter meets the qualifications set forth in Paragraph 2 above until the Company fails to meet any future requirements, the Term ends or this Agreement is earlier terminated. b. The parties agree that the dollar amount of Hotel Taxes eligible for the Reimbursement Incentives payable to Company will be derived from hotel tax information furnished by the City each quarter. The WEDC shall pay Company a portion of the Reimbursement Incentive each quarter of the calendar year equal to the Hotel Taxes received by the City from the Property during the previous quarter, within forty- five (45) days of receipt of the City's share of the Hotel Taxes revenue from the Company for the Property. Company agrees to allow the WEDC to obtain hotel tax information collected from the hotel on the Property. c. In the event the State of Texas determines that the City erroneously received hotel tax receipts, or that the amount of Hotel Taxes paid the City exceeds the correct amount of the Hotel Taxes for a previous taxable year for which Company has received any Reimbursement Incentives payment, Company shall reimburse such #672116v2 3 overpayment to the WEDC within thirty (30) days following such determination for such incorrect amount accordingly. d. In the event additional Hotel Taxes are due and owing by such occupant, as determined by or as approved by the City for a previous tax year and such additional taxes are paid and received by the City, then the Reimbursement Incentives for the succeeding tax year shall be adjusted upward to reflect such additional taxes payable by the Company. e. In the event of any legislative or judicial interpretation that limits or restricts the WEDC's ability to rebate the Reimbursement Incentives provided or otherwise extracts, imposes any penalty, or other restriction, the WEDC and Company will agree to work together in good faith to provide the Company with a reasonably equivalent value, to the extent permitted by law, and to otherwise accomplish the purpose of this Agreement. 5. Default; Opportunity to Cure. The WEDC's obligation to pay any portion of the Reimbursement Incentives to Company will terminate or be reduced if Company defaults by not completing the Performance Criteria as set forth in Section 2 of this Agreement. With the exception of the Performance Obligations in Section 2, a default as provided herein will only occur if a defaulting party fails to cure a failure to comply with the terms of this Agreement within thirty (30) days after written notice from the non-defaulting party describing such failure, or if such failure cannot be cured within such thirty (30) days, if the defaulting party fails to commence such cure within such thirty (30) day period and fails to continuously thereafter diligently pursue such cure. In the event Company fails to comply with the terms of this Agreement, except as otherwise provided herein,the WEDC shall have the right to terminate this Agreement. In any legal proceeding brought to enforce the terms of this Agreement, the prevailing party to any dispute arising out of the enforcement of this Agreement shall be entitled to recover the losing party reasonable attorney's fees, expenses and permitted by Section 271.159 of the Texas Local Governmental Code. 6. Termination of Agreement. This Agreement may be terminated by mutual written consent of the parties or by either party, upon the failure of the other party to fulfill an obligation as set forth in this Agreement, subject to the rights of the parties to cure any failure as set forth in Section 5 above. 7. Mortgage Protection. This Agreement shall not prevent or limit Company (or any third party owner of any portion of the Property), in any manner, at Company's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device. Any Mortgagee shall also be entitled to the following rights and privileges: a. Neither entering into this Agreement nor breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage, deed of trust or other security device made in good faith and for value,unless otherwise required by law. b. Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such #672116v2 4 foreclosure, shall take the Land and any improvements constructed thereon, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have any obligation or duty under this Agreement to perform any of Company's obligations or other affirmative covenants of Company hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by Company is a condition precedent to the performance of a covenant by the WEDC, the performance thereof shall continue to be a condition precedent to the WEDC's performance hereunder. 8. Economic Assistance Termination. Notwithstanding the terms of this Agreement, the WEDC's obligation to pay a portion or all of the Reimbursement Incentive to Company will expire upon the earlier of(i)the full payment of the Reimbursement Incentives, or (ii) seven(7) years from the Start Date. 9. Miscellaneous. a. This Agreement shall be construed according to the laws of the State of Texas and is subject to all provisions of the Act, which are incorporated herein by reference for all purposes. In the event any provision of the Agreement is in conflict with the Act,the Act shall prevail. b. This Agreement shall be governed by the laws of the State of Texas and is specifically performable in Collin County, Texas. c. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement shall not be assignable by Company without the prior written consent of the WEDC, which consent may not be unreasonably withheld or delayed. d. Any notice required or permitted to be given under this Agreement shall be deemed delivered by hand delivery or depositing the same in the United States mail, certified with return receipt requested,postage prepaid, addressed to the appropriate party at the following addresses, or at such other address as any party hereto might specify in writing: WEDC: Mr. Samuel D. R. Satterwhite Executive Director Wylie Economic Development Corporation 250 South Highway 78 Wylie, TX 75098 With copy to: Abernathy,Roeder, Boyd and Joplin, P.C. 1700 Redbud Blvd., Suite 300 McKinney, Texas 75069 Attention: Mr. G. Randal Hullett COMPANY: KREA Acquisition LLC #672116v2 5 Kash Parbhu,Manager 221 Tanner Creek Circle Sunnyvale, Texas 75182 e. This Agreement contains the entire agreement of the parties regarding the within subject matter and may only be amended or revoked by the written agreement executed by all of the parties hereto. f. Notwithstanding the foregoing, Company shall have such additional time to complete any obligations hereunder, including without limitation those set forth in Section 2, as may be required in the event of "force majeure" so long as Company is diligently and faithfully pursuing completion of the facility. For purposes of this Agreement, "force majeure" shall mean any contingency or cause beyond the reasonable control of Company including, without limitation, acts of God, acts of the public enemy, hostile action, war, riot, civil commotion, insurrection, governmental or de facto governmental actions (unless caused by acts or omissions of Company) or restrictions, fires, explosions, or other casualty, condemnation proceedings, any strike(s), walkout(s), or labor dispute(s), the ability (other than financial ability) to obtain labor or materials or reasonable substitutes therefore, floods, strikes, and action of the elements including, without limitation, inappropriate temperature conditions, rainfall or other interfering precipitation or weather conditions. g. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. h. 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. i. 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. j. Time is of the essence in this Agreement. k. The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. By the execution hereof, each signatory hereto represents and affirms that he is acting on behalf of the party indicated, that such party has taken all action necessary to authorize the execution and delivery of the Agreement and that the same is a binding obligation on such party. #672116v2 6 DC Bo, • a, •r 1 ‘i •; of �w 2015, the Effective Date. I i,C DE ' op I: CO' , T1ON,a Te , Corporation By: • iaiF er, 'dent 116 C AC* SITION LLC,a Te limit . liability corns y By: Kat1T Pibhu, Manager Exhibit A - Legal Description of I e E ibit B - " 1., Description N6/21 I 6v2 8 FIRST AMENDMENT TO PERFO' ANCE AGREEMENT THIS FIRST AMENDMENT TO PERFORMANCE AGREEMENT(this "First Amendment"),is entered into and is effective as of the 20th day of January, 2017 by and between WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas economic development corporation("WEDC"), and KREA Acquisition, LLC,a Texas limited liability company("Company"). WITNESSETH: WHEREAS, WEDC Board of Directors approved that certain Performance Agreement between WEDC and Company on July 29, 2015 to facilitate the development of a hotel located in Wylie containing approximately 44,000 square feet and not less than 75 hotel rooms(the"Project"); and WHEREAS, WEDC and Company desire to modify and amend the Agreement in certain respects,as more particularly set forth in this First Amendment. NOW, THEREFORE, in an effort to address unforeseen circumstances surrounding the completion of Improvements associated with a La Quinta Inn & Suites located in Wylie, Texas as required for the development of the Project,the WEDC and Company covenant and agree as follows: 1. Defined Terms. Capitalized terms used but not defined in this First Amendment will have the meanings given to them in the Agreement. 2. Modification to Performance Obligations. Notwithstanding anything to the contrary in the Agreement, the date by which the Company must complete Improvements associated with a La Quinta Inn& Suites located in Wylie,Texas as defined in Section 2(b)is hereby extended until 5:00 p.m., Central Time,on May 31,2017. 3. Modification to Start Date. The Start Date as defined in Section 1 (b) shall be the date that is four(4) months after the City issues a final Certificate of Occupancy for the Improvements being constructed on the Property. The Certificate of Occupancy shall be issued not later than May 31,2017. 4. Ratification. As expressly modified by this First Amendment, the Agreement is hereby ratified and confirmed by WEDC and Company. 5. Counterparts:, Transmission. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. Transmission of an executed signature page of this First Amendment by email will be effective to create a binding agreement. [Signatures appear on next page] I ,r t*. . I year first r oVC VTZ_ );Ci Wylie Ewe.t c • VO10 t Co +ration,a T .. Co p4 Tmam ; Title: r: Co,. arnr; Acquisition Limited Cornpaoy By: Name, .. Tide: SECO 1 AME I MENT TO PERFO' • NCE AGREE I NT THIS SECOND AMENDMENT TO PERFORMANCE AGREEMENT (this "Second Amendment"), is entered into and is effective as of the 17'11 day of May 2017 by and between WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas economic development corporation ("WEDC"),and KREA Acquisition, LLC,a Texas limited liability company("Company"). vvurNESSETH: WHEREAS, WEDC Board of Directors approved that certain Performance Agreement between WEDC and Company on July 29, 2015 to facilitate the development of a hotel located in Wylie containing approximately 44,000 square feet and not less than 75 hotel rooms(the"Project"); and WHEREAS, WEDC Board of Directors approved that certain First Amendment to Performance Agreement between WEDC and Company on January 20, 2017 to accommodate Company in its efforts to complete the Project;and WHEREAS, WEDC and Company desire to modify and amend the Agreement in certain respects,as more particularly set forth in this Second Amendment. NOW, THEREFORE, in an effort to address continuing unforeseen circumstances surrounding the completion of Improvements associated with a La Quinta Inn & Suites located in Wylie, Texas as required for the development of the Project,the WEDC and Company covenant and agree as follows: 1. Defined Terms. Capitalized terms used but not defmed in this Second Amendment will have the meanings given to them in the Agreement. 2. Modification to Performance Obligations. Notwithstanding anything to the contrary in the Agreement and the First Amendment to the Agreement, the date by which the Company must complete Improvements associated with a La Quinta Inn & Suites located in Wylie, Texas as defined in Section 2(b) is hereby extended until 5:00 p.m., Central Time,on November 30,2017. 3. Modification to Start Date. Notwithstanding anything to the contrary in the Agreement and the First Amendment to the Agreement, the Start Date as defined in Section 1 (b) shall be the date upon which a Certificate of Occupancy is issued by the City which shall be issued not later than November 30,2017. 4. Economic Assistance. Notwithstanding anything to the contrary in the Agreement, the total Reimbursement Incentives to be paid to the Company as defined in Section 1 (a), including the Initial Incentive, shall not exceed the cumulative sum of$450,000. 5. Default; Opportunity to Cure. Notwithstanding anything to the contrary in the Agreement as defined in Section 5, the WEDC's obligation to pay any portion of the Reimbursement Incentive to Company will TERMINATE if Company defaults by not completing the Performance Criteria as set forth in Section 2 of the Agreement, subsequent First Amendment to the Agreement, and subsequent Second Amendment. 6. Ratification. As expressly modified by this Second Amendment,the Agreement and First Amendment to the Agreement arc hereby ratified and confirmed by WEDC and Company. 7. Counte T 'mission. This Second Amendment • .y be executed in multiple counterparts, each of which shall be deemed an original, end all of which shall constitute one and the 8: • e a - • ant, Transmission of an executed signature page of this Second Amendment by email will be effective to 4 ate a binding al ement. [Si via tures appear on next page] '' OF,the ,; les heretohave t l this Second endment the day and y r first itten. t : Wylie i r--v t Corporation,a Texas Co •ration Name: CO I'°ANY: A Acquisition LLC.,a Texas Limit • Liability mpany BY"' ttft :t c: t r . �� 7�itic: ofTUT ,),Ai\lecy ,8 end t� be This 'is to certify that the address C�.sted&Caw has been d inspect r: and akin the provisions in genera(compliance with the buiCding Ordinances a b wed in service as rf to e p City of-Wylie-Wylie Zoning Ordinances. It is eby a�p ther is , -I ins , cf: , The , $ `4�� of the Opan cCass of with Type 4 ti$ n o$ Lit OS 4 11V -si A of nn ,„ December 12, 2017 7' P-sivr "11 (AA/a-fly? BUILDING DiFFI APPROVED i I ITY OF YLIE ............_ _ , City of Wylie - 300 Country 9 100 - Wylie, Tx 75098 - 972-516-6420 - www.wylietexas.gc Dec, 7th 2017 Wylie Economic Development Committee Hello all, First off I would just like to say its been a pleasure working with Sam and his team to get this project open. I have never had a team so committed in seeing their city progress and making a better community for their residents.This project has been very trying on me to stay within budget and a slew of bad sub-contractors, which had to be replaced in order to get this hotel the way it needed to be done. Along with La Quinta corporate making changes for a new updated scheme has made the project cost go up around $500,000. Unfortunately, with that we were not able to make our date of obtaining Certificate of Occupancy by November 30th, 2017. We would have had hit this date but dealing with Thyssen Krupp Elevator company has been trying as they always are in all our projects. We passed all final inspections on the 30th, but the Fire Department since the elevator did not get finished was the only thing lacking as well as Time Warner putting in the address as 2210 W. Kirby St, instead of W FM 544 .The state elevator inspector came out on Saturday the 2nd and passed us. Bobby from the fire department came out Monday Dec,4th and gave us our final, but had to wait on the address to be changed by Time Warner in which dealing with a 1-800 number and customer service took us until finally today to get complete. I would humbly ask the committee to consider helping me out with the original payment$100,000 at CO to help offset the permits fees which were over $120,000. Its been a truly exceptional experience working with the City of Wylie and the EDC throughout this process and I genuinely appreciate everything the committee has done for me on this project and we now have a beautiful new hotel in Wylie,TX. I thank you for your time and consideration. Sincerely, Kash Parbhu Wylie cono ic I evelo s ent or • oration E 0 - A DU TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Dirccto SUBJECT: The Rocking M, LLC (McClure Partners) DATE: January 12, 2018 Issue Consider and act upon issues surrounding a Real Estate Sales Contract between the WEDC and The Rocking M, LLC (McClure Partners). Analysis Attached for the Board's review is a Real Estate Sales Contract between the WEDC and The Rocking M, LLC which is the legal entity created by the McClure family to own the proposed office building. The WEDC purchased the±0.26-acre tract on Jackson Street from the McMillan family in 2017 for$89,500, which included $14,000 for the demolition of the family home which existed on the lot. The WEDC originally placed the property under contract to complement its holdings on Jackson Street. However, the opportunity to attract a new, 5,000 square foot office building which meets the development standards established under the Downtown Historic District and subsequent approval by the Historic Review Commission,provided an immediate opportunity to augment the commercial investment by multiple property owners in existing homes on Ballard and Jackson. The McClure family intends to operate their multiple real estate investment and development companies out of the two-story office. With a 30-day due diligence period and a 7-day close, the transaction could close by the end of February. The Purchaser may however choose to extend the due diligence period for one, 30-day period. Under Article XI, should Purchaser fail to obtain a building permit from the City of Wylie for the contemplated office project by July 15, 2018, the WEDC shall have the right to repurchase the property back from the Purchaser for an amount equal to the purchase price. Recommendation Staff recommends that the WEDC Board of Directors approve a Real Estate Sales Contract between the WEDC and the Rocking M, LLC and further authorize WEDC President Fuller to execute all documentation necessary to effectuate the transaction. Attachments Real Estate Sales Contract REAL ESTATE SALES CONT ' • CT THIS REAL ESTATE SALES CONT ' • CT(this"Agreement")is made and entered into by and among WYLIE ECONOMIC DEVELOPMENT CORPO ' • TION, a Texas non-profit corporation ("Seller") and THE ROCKING M, L.L.C., a Texas limited liability company ("Purchaser"). ARTICLE I. 1.01. The Property. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser good and indefeasible title by Special Warranty Deed which is more particularly described below (the "Deed"), all of that certain real estate and any improvements located thereon, being an approximate 0.26±acre tract of land, located in Keller's Addition, an addition to the City of Wylie, Collin County, Texas, as described herein on Exhibit"A" and as further depicted herein on Exhibit"A-1" (the"Land"),together with any and all benefits, privileges, tenements, hereditaments, rights and appurtenances thereon or pertaining to the Land, and all right, title and interest of Seller in and to in and to adjacent streets, alleys or rights-of-way,together with any strips or gores relating to the Land (collectively, the "Property"). ARTICLE II. P ' CHASE PRICE 2.01. Amount of Purchase Price. The purchase price shall be the sum of Eighty-Nine Thousand Five Hundred and No/100 dollars ($89,500.00) ("Purchase Price"), which Purchase Price shall be adjusted at Closing for any prorations and closing costs, as set forth in this Agreement. The Purchase Price will be paid by Purchaser to Seller at Closing by cash, check,wire transfer or other immediate available funds. ARTICLE III. ESCROW DEPOSIT 3.01. Upon the full execution of this Agreement, Purchaser shall deliver to Lawyer's Title, Attn: D. Barron Cook, 250 South Highway 78, Wylie, Texas 75098 (972) 442-3541 (telephone); Email: baron.cook@lticao.com (the "Title Company"), a wire transfer, cashier's PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 1 2359265_1 check or other same day certified funds in the total amount of One Thousand and no/100 dollars ($1,000.00), as an escrow deposit (the "Escrow Deposit"). Purchaser and Seller agree that One Hundred and no/100 dollars ($100.00) of the Escrow Deposit is given as independent consideration for the Agreement("Independent Consideration"), which Independent Consideration shall be applied to the Purchase Price at Closing, and shall be paid to Seller in the event the Escrow Deposit is otherwise returned to Purchaser pursuant to the terms of this Agreement. In the event Purchaser fails to timely deliver the Escrow Deposit to the Title Company, this Agreement shall automatically terminate and be of no further force or effect and Seller and Purchaser shall be relieved from all liabilities or obligations hereunder. ARTICLE IV. CO I ITIONS TO CLOSING 4.01. Contingencies. The obligation of the Purchaser to consummate the transaction contemplated hereby is subject to the satisfaction of each of the conditions herein contained (any of which may be waived in whole or in part by Purchaser at or prior to the Closing): (a) Survey. Within ten (10) days after the Effective Date of this Agreement, Seller shall cause to be delivered to Purchaser the existing survey of the Property ("Survey"),which will be updated and which shall otherwise be in a form acceptable to the Title Company in order to allow the Title Company to delete at Purchaser's election and expense, the survey exception (except as to "shortages in area") from the Owner's Title Policy to be issued by the Title Company. If and to the extent required by the Title Company,Seller shall execute any and all affidavits required by the Title Company in order for such Survey to be used for issuance to Purchaser of an Owner Title Policy in the form required by Purchaser. The Survey shall be staked on the ground, and the plat of survey 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, curb-cuts, railroads, rivers, creeks, or other water courses, fences, flood plain as defined by the Federal Emergency Management Agency ("FEMA"), easements (both current and those to be granted), and rights-of-way on or adjacent to the PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 2 2359265_1 Property and shall set forth the number of total gross square feet comprising the Property. After approval of the Survey by Seller, Purchaser and the Title Company, the legal description of the Property set forth in the Survey will be incorporated in this Agreement 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 (unless the Plat is finalized and recorded as provided in this Agreement in which event the legal description contained in the Plat shall be used for the deed and any other closing documents requiring a legal description). (b) Preliminary Title Commitment. Within fifteen(15) days after the Effective Date of this Agreement at Seller's sole cost and expense, Seller shall cause the Title Company to issue to Purchaser a preliminary title commitment (the "Title Commitment") in the amount of the anticipated Purchase Price on the current TLTA Owner's Title Policy form accompanied by true, correct and legible copies of all recorded documents relating to easements, rights-of-way, and any instruments referred to in any schedule of the Title Commitment (the "Title Documents"). With regard to the Title Commitment, Schedule B of the Title Commitment must comply with the following requirements: (a) the exception for restrictive covenants must either list specific restrictions with recording data, or state "none"; (b)the survey exception must reflect that it will be deleted, except as to shortages in area, at Purchaser's expense (and Schedule C may condition such deletion upon the presentation of an acceptable survey); (c) the exception for taxes must reflect only the current year and subsequent years, and subsequent taxes for prior years due to change in land use or ownership; (d) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the survey); (e) no exception will be permitted for "rights of parties in possession" or "rights of tenants in possession"; and (f) no mortgage will be shown on Schedule B (with any other indebtedness to be shown on Schedule C as to be released at Closing). (c) Title Review Period. Purchaser shall have twenty (20) days (the "Review Period") after Purchaser's receipt of the later of the Survey,the Title Commitment and the Title Documents to review the same and deliver in writing to Seller such objections as Purchaser may have to anything contained in them (the "Objection Notice"). PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 3 2359265_1 Notwithstanding anything contained in this Agreement to the contrary, in all events and regardless of whether Purchaser objects to such exceptions,on or before the Closing, Seller shall do the following: (i) discharge any voluntary lien created by Seller that is secured by any portion of the Property; (ii) discharge any lien for delinquent ad valorem taxes; (iii) discharge any mortgage or deed of trust encumbering the Property; and(iv) discharge or bond around any mechanics' liens created by a contractor or subcontractor performing work for and at the direction of Seller. In the event Purchaser states that any of the Survey, Title Commitment, Title Documents or any item therein contained, is not satisfactory, Purchaser may either: (a) terminate this Agreement and have the Escrow Deposit returned to Purchaser; or (b) conditionally accept title subject to Seller's obligations contained in this Agreement and subject to Seller's removal or written agreement to remove at Closing of any matters contained in such Objection Notice within fifteen (15) days from receipt of such Objection Notice (the "Title Cure Period"), in which case Seller may elect, at its sole option, to use commercially reasonable efforts to remove or cure such objectionable matters, but shall have no duty or obligation to remove or cure any of such objectionable matters(except as otherwise required in this Agreement or in Seller's written agreement to remove such matters). If Seller cannot remove or cure such matters before the expiration of the Title Cure Period that can be removed or cured prior to Closing (but not any items required to be removed or cured as of Closing), or if Seller elects not to remove or cure any of Purchaser's objections, then at Purchaser's election within ten (10) days following the expiration of the Title Cure Period, Purchaser may either waive its uncured objections or terminate this Agreement and have the Escrow Deposit forthwith returned to Purchaser. Failure by Purchaser to give affirmative written notice to Seller and Title Company that it elects to waive the matters set forth in the Objection Notice on or before five(5) days after the expiration of the Title Cure Period shall not be deemed to be a termination of this Agreement. Purchaser hereby agrees that the lien for taxes for the year of Closing from the date of Closing and subsequent days, as prorated, the Restrictions 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. (d) Proposed Use. Purchaser's obligation to close on the Purchase of the PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 4 2359265_1 Property is further subject to and contingent upon each and all of the following being confirmed or satisfied by the Purchaser at Purchaser's sole cost and expense (unless otherwise specified herein): (i) No material adverse changes to the Property shall have occurred subsequent to the Effective Date of the Agreement and prior to the Closing Date. (ii) The Property is properly zoned for the intended improvements and proposed use. 4.02. Due Diligence Materials. Within ten (10) days from the Effective Date of this Agreement, Seller shall deliver to Purchaser any and all of the following which Seller has in its possession that relate to the Property or adjacent tracts of land(herein collectively"Due Diligence Materials"): (a) copies of any environmental assessments, remediation reports, certifications and reports regarding releases and evidence of compliance of such remediation with all Texas Commission on Environmental Quality ("TCEQ") requirements; (b) copies of any existing surveys, site topographical map and existing engineering reports, soils reports or studies, geotechnical reports, and engineering plans; (c) copies of all reciprocal easement agreements ("REA's") and reports in Seller's possession; (d) the utility plans or grading plans(and approvals)that Seller has either acquired or obtained or created in connection with Seller's acquisition and/or the adjacent properties; (e) Any other items in Seller's possession relating to the Property and/or the adjacent properties; and 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. If Seller receives additional Due Diligence Materials, Seller shall immediately deliver same to Purchaser. 4.03. Feasibility Period. Purchaser shall have a period of thirty (30) days following the effective date of the Agreement(the "Feasibility Period") within which to ascertain if acquisition of the Property by Purchaser is feasible and to inspect the Property in order to complete all feasibility studies, including but not limited to, the plat, site plan and other necessary approvals from the City of Wylie to proceed to closing for its intended use and construction and development PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 5 2359265_1 and to determine if the same is suitable for Purchaser's intended use. The Feasibility Period may be extended for one(1) additional 30-day period, with an additional Escrow Deposit in the amount of Five Hundred and No/100 dollars ($500.00) which shall be applicable to the Purchase Price. In the event Purchaser notifies Seller in writing on or before 5:00 p.m. on the last day of the Feasibility Period, as may be extended, that Purchaser has ascertained that the acquisition of the Property is not feasible or that Purchaser disapproves or is dissatisfied in any way with the Property, such determinations to be made in Purchaser's sole and absolute discretion, then this Agreement shall terminate and the Escrow Deposit (as defined herein) delivered by Purchaser to Title Company shall be returned to Purchaser; provided however that the Independent Consideration shall be paid to Seller by the Title Company. In the event Purchaser fails to so notify Seller in writing prior to the expiration of the Feasibility Period of Purchaser's election to terminate this Agreement, this Agreement shall continue in full force. Seller hereby grants to Purchaser during the Feasibility Period the right to enter upon the Property and conduct such tests as Purchaser deems necessary. Purchaser shall indemnify, defend, and hold harmless Seller from all claims, actions or causes of action, other than those resulting from Seller's negligence or malfeasance, which might occur by virtue of the entry upon or testing of the Property and provided further that in the event Purchaser does not return the Property to its condition prior to Purchaser's activities,Purchaser shall be responsible for all damages occasioned to the Property arising out of the entry upon or testing of the Property, and this indemnity and covenant will survive the Closing or termination of this Agreement for a period of six (6) months. Notwithstanding the delivery of the above described studies and test, if any, Purchaser acknowledges that any information of any type which Purchaser has received or may receive from Seller, or its agents, is furnished to Purchaser as a courtesy only and on the express condition that Purchaser shall make an independent verification of the accuracy of such information, all such information is being furnished without any representation or warranty by Seller as to the truth, accuracy, or completeness of such information, other than the representations and warranties contained herein. Purchaser shall use good faith efforts to notify Seller in advance of any meetings or conferences with employees, officials or representatives of the City of Wylie and shall give Seller an opportunity to participate in the same. 4.04. Platting of the Property. Purchaser shall have the right to re-plat the Property prior to the Closing at Purchaser's sole cost and expense, but such re-platting will not be a condition of PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 6 2359265_1 closing. Purchaser acknowledges that the Property may have to be re-platted prior to development of the Property. 4.06. Conditions to Purchaser's Obligations to Close. Purchaser's obligation to close the Purchase of the Property are conditioned on the following: (a) Seller's representations and warranties set forth in this Agreement are true, complete and correct, in all material respects both as of the date of this Agreement and as of the Closing; and (b) Seller has fully performed all of the obligations to be performed by Seller, in all material respects. If the items above have not been satisfied, verified or otherwise waived by Purchaser in writing, on or before the Closing, Purchaser may elect: (i)by five (5) days' prior written notice to Seller and the Title Company, cancel this Agreement and Purchaser shall thereupon receive the Escrow Deposit; or (ii) treat such failure as a breach by Seller of its obligations under this Agreement. 4.07. Conditions to Seller's Obligations to Close. Seller's obligation to close this transaction is subject to the satisfaction, or waiver by Seller in writing of the following conditions on and as of Closing: (a) Purchaser's representations and warranties set forth in this Agreement are true, complete and correct, in all material respects and (b) Purchaser has fully performed all of its obligations to be performed by Purchaser, in all material respects. If the items above have not been satisfied or otherwise waived by Seller in writing, subject to Seller's performance of all of its obligations hereunder, on or before the Closing, Seller may, as its sole remedy, by vie (5) days' prior written notice to Purchaser and the Title Company, cancel this Agreement and Seller shall thereupon receive the Escrow Deposit. ARTICLE V CLOSING 5.01. Closing Date. The Closing of the purchase and sale transaction contemplated herein shall be at the offices of the Title Company, on or before seven (7) days following the expiration of the Feasibility Period (the "Closing Date"). The base title policy premiums shall be paid by Seller and allocated in accordance with each of their respective interests, and any PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 7 2359265_1 endorsements or extended coverage shall be paid by Purchaser. Any survey costs and platting expenses shall be allocated to the Seller and Purchaser equally. The Seller shall pay the costs of recording any releases, and one-half of the cost of recording the Deed. The Purchaser shall pay one-half of the cost of recording the Deed, and the cost of and any lender costs on its side of the transaction. The escrow fees shall be allocated in accordance with each party's respective interests and both parties agree that each party will pay one-half of such fees. All other costs shall be allocated among the Parties, as is customary for a transaction of this character in the county where the Property is located, or as otherwise agreed. 5.02. Seller Deliverables at Closing. At Closing, Seller shall: (a) Deliver to Purchaser the duly executed and acknowledged Special Warranty Deed in the form attached hereto as Exhibit "B,"conveying good and indefeasible title in fee simple to the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (i) Ad Valorem taxes and assessments for the year of Closing(from and after the date of Closing)and subsequent years not yet due and payable,which shall be pro-rated as of the Closing Date; (ii) Permitted Exceptions (to be reviewed and approved by Purchaser); and (iii) Any other exceptions approved by Purchaser pursuant to this Agreement or in writing; (c) Deliver to Purchaser at Seller's sole cost and expense,a current TLTA form 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 the Permitted Exceptions, and the standard pre-printed exceptions contained in the usual form of Texas Owner's Title Policy containing a survey exception deletion at Purchaser's expense, except as to shortages in area and such other endorsements as required by Purchaser at Purchaser's expense. (e) Deliver to Purchaser an affidavit, signed and acknowledged by Seller under penalties of perjury, certifying that Seller is not a nonresident alien, foreign corporation, foreign partnership,foreign trust,foreign estate,or other foreign person within the meaning PSA-Wylie EDC/Sale to The Rocking M, L.L.C. Page 8 2359265_1 of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the associated Treasury regulations. (f) Deliver to Purchaser evidence of Seller's authority and capacity to close this transaction. (g) Deliver to Purchaser possession of the Property. 5.03. Purchaser Deliverables at Closing. At Closing, Purchaser shall: (a) Deliver to the Title Company the Purchase Price, less pro-rations and adjustments as provided in this Agreement, by cashier's check, wire transfer or otherwise in immediately available funds. (b) Deliver to Seller Evidence of Purchaser's authority and capacity to close this transaction. 5.04. All state, county, and municipal taxes and assessments, if any, for the then current year relating to the Property will be assumed by the Purchaser, since Seller is a tax-exempt entity. 5.05. Each party shall pay any attorney's and other professional 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 Agreement, or if this Agreement is silent, as is usual and customary for real estate transactions in Collin County, Texas. • 'TICLE VI REAL ESTATE COMMISSIONS 6.01. It is expressly understood and agreed that the no brokers have been involved in the negotiation and consummation of this Agreement. Seller and Purchaser hereby agree to indemnify, defend, and hold harmless each other from any and all claims for any other commission(s), brokerage fees or finder's fees brought by any person asserting a claim against Purchaser or Seller. ARTICLE VII REP' SENTATIONS A I COVENANTS 7.01. Seller's Representations. As a material inducement to the Purchaser to execute and perform its obligations under this Agreement, the Seller hereby represents and warrants to the Purchaser as of the date of execution of this Agreement and shall reaffirm through the date of the Closing as follows: (a) At Closing, Seller has the right to, and will, convey to Purchaser good and indefeasible fee simple title to the Property free and clear of any and all liens, assessments, PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 9 2359265_1 unrecorded easements, security interests and other encumbrances except only to the Permitted Exceptions. (b) Representations and warranties set forth in this Agreement are true, complete and correct, in all material respects both as of the date of this Agreement and as of the Closing; Seller shall not further encumber any of the Property or allow an encumbrance upon the title to any of the Property, or execute or modify the terms or conditions of any leases, Agreements or encumbrances, if any, currently affecting the Property without the written consent of Purchaser. (c) To Seller's current actual knowledge, there are no actions, suits, or proceedings (including, but not limited to, 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. (d) The Property is not in a water district that requires any statutory notice or disclosure to the Purchaser. (e) The execution and delivery of this Agreement and the consummation of this transaction shall not constitute a violation,breach or default by either Seller of any term or provision of any other instrument of which either Seller is a party or to which either Seller or the Property may be subject. (f) The Seller is a municipal development corporation and has all the requisite power and authority to enter into, deliver and perform this Agreement. (g) The Seller is not involved in any litigation pertaining to the Property or any bankruptcy, reorganization or insolvency proceeding. (h) At the time of Closing,there will be no lease or other use agreement in effect with regard to any of the Property and there will not be any party in possession of any of the Property other than Seller. EXCEPT AS EXP ' SSLY PROVIDED HEREIN, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING ANY WA' ' NTIES OR REPRESENTATIONS OF ANY KIND OR CHA' • CTER, EXP SS OR IMPLIED, WITH RESPECT TO T PROPERTY, INCLUDING, BUT NOT LIMITED TO, WA. . •.NTIES OR PRESENTATIONS AS TO MATTERS OF TITLE(OTHER THAN WA' ' • NITES OR PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 10 2359265 1 REPRESENTATIONS SET FORTH IN THIS AGREEMENT AND SELLER'S WA' •,NTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION OR AS SET FORTH IN THIS AGREEMENT, PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR SELLER'S REPRESENTATIVES. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO,ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY SELLER'S WARRANTIES AND REPRESENTATIONS OR PURCHASER'S FEASIBILITYS AND INVESTIGATIONS. PURCHASER AGREES TO TAKE WHATEVER ACTION AND PERFORM WHATEVER INVESTIGATIONS AND STUDIES PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZA' 1 OUS AND/OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS", WITH ALL FAULTS AND THERE ARE NO ORAL OR WRITTEN AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THI' 1 PARTY(OTHER THAN THE WARRANITES OR REPRESENTATIONS SET FORTH IN THIS AGREEMENT AND SELLER'S WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING). FURTHER, PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 11 2359265_,1 PURCHASER HEREBY AC OWLEDGES TO SELLER THAT PURCHASER AND SELLER ARE NOT IN A SIGNIFICANTLY DISPA' • TE BARGAINING POSITION. THE TE' S AND CONDITIONS OF THIS PA' • G • PH SHALL EXP" SSLY SURVIVE THE CLOSING AND SHALL NOT BE MERGED THEREIN. 7.02. Purchaser's Representations. As a material inducement to the Seller to execute and perform its obligations under this Agreement,the Purchaser hereby represents and warrants to the Seller as of the date of execution of this Agreement and shall reaffirm through the date of the Closing as follows: (a) Purchaser is a Texas limited liability company. If Purchaser assigns this Agreement to an allowed third party, such entity shall be duly organized, validly existing and in good standing under the laws of the State of Texas and have all the requisite power and authority to enter into, deliver and perform this Agreement; (b) No consent or approval of any other person or entity is required in order for this Agreement to be legal, valid and binding upon Purchaser; and the execution and delivery of this Agreement and the consummation of this transaction shall not constitute a violation, breach or default by Purchaser of any term or provision of any other instrument of which Purchaser is a party or to which Purchaser may be subject; and (c) To Purchaser's current actual knowledge, there are no actions, suits, or proceedings pending or threatened against the Purchaser, at law or in equity or before any federal, state, municipal, or other government agency or instrumentality, domestic or foreign that would affect this transaction, and Purchaser has received no written notice of same. The Purchaser is not involved in any bankruptcy, reorganization or insolvency proceeding. 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, Purchaser may either (i) cancel this Agreement upon giving ten (10) days prior written notice to Seller and Title Company and will be entitled to obtain the return of the Escrow Deposit, or(ii) pursue specific performance, as its sole and exclusive remedies. PSA-Wylie EDC/Sale to The Rocking M, L.L.C. Page 12 2359265_1 ARTICLE IX BREACH BY P ' CHASER 9.01. In the event Purchaser shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in this Agreement having been satisfied, and Purchaser being in default and Seller not being in default hereunder, Seller shall cancel this Agreement upon giving ten(10) days prior written notice to Purchaser and Title Company and will be entitled to retain the Escrow Deposit, and if applicable, the Additional Escrow Deposit, as liquidated damages as its sole and exclusive remedy. ARTICLE X CONDEMNATION 10.01 If all or any portion (as reasonably determined by Purchaser) of the Property is condemned (or sold and conveyed in lieu of condemnation) prior to the Closing, Purchaser shall have the option to either: (a) proceed with the Closing and receive all awards or payments made by the condemning authority to which Seller was or might otherwise have been entitled to as a result of such condemnation, or (b) terminate this Agreement and have the Escrow Deposit refunded, whereupon this Agreement shall be of no further force and effect. ARTICLE XI REPURCHASE OPTION 11.01 In the event Purchaser fails to obtain a building permit from the City of Wylie on or before July 15, 2018, for a two (2) story office building containing approximately 5,000 square feet of space to be constructed on the Property in accordance with the site plan attached hereto and incorporated herein as Exhibit "C", Seller shall have the right, but not the obligation, in its sole discretion,to purchase the Property back from Purchaser for an amount equal to the Purchase Price set forth in Section 2.01 of this Agreement. This Section 11.01 shall survive the Closing for a period of six (6)months and shall not be merged therein. ARTICLE XII MISCELLANEOUS 12.01 Survival of Covenants. All of the representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties,shall survive the Closing PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 13 2359265_1 for a period of six (6) months (or such longer period of time as may be contemplated by this Agreement in the specific instance) and shall not be merged therein. 12.02 Notices.. Notices given pursuant to this Agreement will be effective only if in writing and delivered in person;by courier;overnight,next business day delivery; facsimile;USPS certified mail, return receipt requested, postage prepaid or e-mail (provided that if e-mail is used as the method of delivery, it shall be deemed delivered as of the date and time of transmission of the email with a hard copy of said notice also sent by First Class Mail). All notices will be directed to the other party at its address provided below or such other address as either party may designate by notice given in accordance with this Section. Notices will be effective(i)if by personal delivery or courier delivery, on the date of delivery; (ii) if by overnight courier, one (1) business day after deposit with all delivery charges prepaid; (iii)if by facsimile,on the date of transmission,provided that second copy is sent as required above and (iv) if by certified mail, the one (1) business day after the date of posting at the United States Post Office. Notices for Seller and Purchaser shall be delivered to the addresses herein below, as follows: If to Seller: Wylie Economic Development Corporation 250 State Highway 78 Wylie, Texas 75098 Attn: Sam Satterwhite & Jason Greiner (972) 442-7901 (telephone) (972) 429-0139 (facsimile) Email: sam@wylieedc.com Email: jason@wylieedc.com Copy to Seller's counsel: Abernathy, Roeder, Boyd& Hullett 1700 Redbud Boulevard, Suite 300 McKinney, Texas 75069 Attn: Randy Hullett& Cynthia Collett (214) 544-4007 (telephone) (214) 544-4044 (facsimile) Email: rhullett@abernathy-law.com Email: ccollett@abernathy-law.com If to Purchaser: The Rocking M, L.L.C. P.O. Box 2935 Wylie, Texas 75098 Attn: Charles McClure (214) 384-9862 (telephone) Email: PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 14 2359265_1 12.03 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement. 12.04 Legal Construction. 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 hereof, and this Agreement shall be construed as if such invalid,illegal,or unenforceable provision had never been contained herein. 12.05 Integration. This Agreement 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 Agreement cannot be modified or changed except by the written consent of all of the parties. 12.06 Time is of the Essence. Time is of the essence of this Agreement. If the time period by which any right, obligation or election must be exercised or performed expires on a weekend or legal holiday in the State of Texas or for the Federal Government of the United States,then such time period shall automatically be extended through the close of business on the next business day. 12.07 Attorney's Fees. Any party to this Agreement which is the prevailing party in any legal proceeding against any other party to this Agreement brought under or with relation to this Agreement or transaction shall be additionally entitled to recover court costs and reasonable attorneys' fees from the non-prevailing party, as determined by a court of competent jurisdiction. 12.08 Gender&Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 12.09 Compliance. 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. 12.10 Effective Date of this Agreement. The term "Effective Date of this Agreement" as used herein shall mean the date on which this Agreement is fully signed by Seller and Purchaser, and the Escrow Deposit is deposited with the Title Company and the Contract is receipted by the Title Company. PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 15 2359265_1 12.11 Counterparts/Facsimile. This Agreement 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. 12.12 Assignment of this Agreement. This Agreement may not be assigned by Purchaser without the prior written consent of Seller, which consent will be within the sole discretion of the Seller. Nevertheless, it is expressly agreed that this Agreement and the rights and obligations thereof may be assigned by Purchaser to an entity under common control with Purchaser (or Purchaser's managers or members) or wholly-owned by Purchaser (or Purchaser's managers or members), or in connection with a tax free exchange or to an entity which is comprised in part by Purchaser or a subsidiary or related party to Purchaser, without the prior consent of Seller; provided, however, that no such assignment shall be effective as to Seller until an executed counterpart of the instrument of assignment has been delivered to Seller by Purchaser, and provided that Purchaser shall continue to be liable for all of Purchaser's obligations hereunder. 12.13 Section 1031 Tax-Free Exchange. Seller and Purchaser hereby acknowledge and agree that Purchaser has the right to effectuate a "tax-free" exchange pursuant to Section 1031 of the Internal Revenue Code in connection with the transaction contemplated in the Agreement. If Purchaser notifies Seller not less than five(5)business days prior to the closing date that Purchaser wishes to effectuate a "tax-free" exchange pursuant to Section 1031 of the Internal Revenue Code, Seller shall cooperate with Purchaser (including, without limitation, executing applicable documents), at no cost, expense, or liability to Seller. The provisions of this paragraph shall survive the Closing. 12.14 Statutory Notices. The following notices are provided herein as follows: (a) If the Property is situated within a utility district subject to the provisions of Section 49.452, Texas Water Code, then at or prior to the Closing, Seller agrees to give Purchaser the written notice required by said Section and Purchaser agrees to sign and acknowledge the notice to evidence receipt thereof (b) If the Property adjoins a lake,reservoir,or other impoundment of water that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level,then the following notice applies: "NOTICE OF WATER LEVEL FLUCTUATIONS. T WATER LEVEL OF THE IMPOUNDMENT OF WATER ADJOINING THE PROPERTY �_ PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 16 2359265_1 FLUCTUATES FOR VARIOUS ' ASONS, INCLUDING AS A RESULT OF (1) AN ENTITY LAWFULLY EXERCISING ITS RIGHT TO USE THE WATER STO ' D IN THE IMPOUNDMENT; OR (2) DROUGHT OR FLOOD CONDITIONS." 12.15 IRS Reporting at Closing. The Title Company agrees to be the designated "reporting person"under 6045(e)of the U.S. Internal Revenue Code with respect to the real estate transaction described in this Agreement and to prepare, file and deliver such information, returns and statements as the U.S. Treasury Department may require by regulations or forms in connection therewith, including Form 1099-B. 12.16 Signage. Purchaser and/or Purchaser's broker may place a"Coming Soon" sign on the Property during the term of this Agreement. 12.17 Execution of this Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall collectively constitute a single Agreement. Purchaser shall have seven (7) days within which to fully execute and deliver this Agreement to Seller, whereupon this Agreement shall constitute a legal and binding agreement. In the event that Purchaser shall fail to so execute and deliver this Agreement on or before seven (7) days after the effective date, then the offer made herein shall be deemed to have been revoked for all purposes and this Agreement shall be null and void. [SIGNATURES APPEAR ON THE FOLLOWING PAGES] PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 17 2359265_1 EXECUTED to be EFFECTIVE as set forth herein above. SELLER: LE ECONO C DEVELOP NT CO ' '0 ' • TION, a Texas non-profit corporation By: Name: Its: Date: !PURCHASER'S SIGNAT ' APPE S ON T FOLLOWING PAGE] Seller's Signature Page Wylie EDC/The Rocking \l, I..1,.C. 2359265 PURCHASER: T• ROC G M,L.L.C., a Texas limited liability company By: Name: tts: Date: [TITLE CO I' ' CEIPT &AC 1 OWLEDGEMENT APPEA ON T FOLLO I G PAGE] Purchaser's Signature Page Wylie EDC/The Rocking M,L.L.C. 2359265 TITLE COMP, AC 4 0 EDGE NT AND ' CEIPT The Title Company acknowledges receipt of the executed Agreement and Escrow Deposit on this day of 2018 at (a.m./p.m.), (the"Effective Date"). LA ERS TITLE COMPA By: Name: Title Company's Signature/Reeeipt Page Wylic 1:1)(1"1"iic Rucking r, 1.I,,C. 2359265 EXHIBIT "A" THE PROPERTY BEING all of Lot 3 and the North 1/2 of Lot 4, Block 2 of Keller's Addition, an addition to the City of Wylie, Collin County, Texas, as recorded in Volume 29, Page 349 of the Deed Records of Collin County, Texas, and being further described as follows: BEGINNING at a 5/8 inch steel rod set on the West line of Jackson Avenue (70') at the Northeast corner of Lot 3, and at the Southeast corner of Lot 2; THENCE South 00 degrees 00 minutes 00 seconds east(Bearing Basis), 89.25 feet along the West line of said Jackson Avenue to a 5/8 inch steel rod set for corner; THENCE North 90 degrees 00 minutes 00 seconds West, 125.00 feet to a 5/8 inch steel rod set on the east line of 20 foot alley(unimproved), and on the West line of said Lot 4; THENCE North 00 degrees 00 minutes 00 seconds east, 89.25 feet along the east line of said alley to a 5/8 inch steel rod set at the Northwest corner of said Lot 3,and at the Southwest corner of said Lot 2; THENCE North 90 degrees 00 minutes 00 seconds east, 125.00 feet to the POINT OF BEGINNING, containing 0.26 acres of land. Exhibit"A"-Legal Description of Property Wylie EDC/The Rocking M,L.L.C. 2359265 E BIT A-1 PROPERTY DEPICTION ...„„ ...,„ .. , ....... ..„ „„ .......... ,.... . ,.. „„.,....„.„..,... „, ,, .....,____ ,..._ „.„ __ „..... ..........., „„,„„„,_L. ...„.... ,„..,„.,„, . . „„„...... 1 I N , , y 1 00701,000 0 frree.0 00 Pr If 4 0 --1 NJ a3 co 6K.N5 off redr reerr 0 remr ffe fee k'ff, ,,reerefer erpeern 00, Fez. , > ei z erd 00 4.0 Pre ref .I.Peff P..@ Kelft l ST re reer 4, refez ee„e M I—0W W Peefer0 effidIrren ne 000 ree ,,,g,,,,,,,,M,000 Pr9 Clr ai,Urperr 0 zzF- P,,,,,,,,6 ferf emere Cormem r,,,, enee enefre epeirref deerderfr 0 D w_IL_Li . LIJ u_0 1 >„ oCC 0C3< zl— Prnsf*,wc,,0 r: Ir fIrr glen 00 reed Per Ye H`,1 WR,5 MIV n,0000 1-1-,,D . remen me ref er fre r ,....,n < (g) CC 00001 Zfreg GO effferreer Pr'nernerre 00 &lif oi3nr, Feeer Pycleng I 0 Wi ?"0' ,o. ,,,,„, —em rope reerrer AVit0U9 fer er Z Cr 0 0 :50. 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' 7' ' --4(ZZ,.°.f: C • ,.°,9,4.,_( :A" —.1 • m.-., 0 ‘ - Bohn Prins based on reeseded plot(Vol 29,Pg 349). ; Neter Verify enact ocation of underground unties prior to consfonlian. Note:Ail 5/5 inch steal rods set have red plastic cap stamped'Boundary Soften? ;CLIENT; 5 The plat as shown hereon one prepared from on on-the-ground survey performed order wry supervision during I fee rnorlh of January, 2017; the Lawyers Mks r vrei0 improyemenfs on the ground ore as shown on rh0 survey;thorn are I rff .m. no visible intrusions, protrusions, overtopping of improver,"en 1 s or conftiots found except as shown err the survey plot a r, 7005 1 ,,,,-...,. .-. I January 31, 2017 cr;li,,..-,,,,,,,?,\ G F.# 19113502573 R Addreeer i e' If re.free',0 '^' -,, 'X5 4,7, 105 N. Jackson 1 e.". 50zee0 W. Oak Sired (70') kt7,, 4,17 or.—bye trijb l) B.S.I.Job# 1701-02r , a — ---- — f - Exhibit"A-1"-Legal Depiction of Property Wylie EDC/The Rocking M,L.L.C. 2359265 E IBIT "B" FO ' OF SPECIAL WA' ' • NTY DEED AFTER RECO ' I ING ' TU' TO: IGranteej "NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATU' L PERSON, YOU MAY ' MOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFO' ATION FROM THIS INSTRUMENT THAT TRANSFERS AN INTEREST IN ' AL PROPERTY BEFORE IT IS FILED FOR RECO ' I IN THE PUBLIC RECO' P S: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVERS' LICENSE NUMBER." SPECIAL W ' ' • NTY DEED STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF COLLIN § THAT ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration paid by (whether one or more, "Grantee")having an address of , the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the exceptions hereinafter set forth and described, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of that certain lot, tract or parcel of land situated in Collin County, Texas, and being more particularly described in Exhibit "A" attached hereto and incorporated herein by reference for all purposes ("Land"), together with any and all benefits, privileges, tenements, hereditaments, rights and appurtenances thereon or pertaining to the Land, and all right, title and interest of Seller in and to in and to adjacent streets, alleys or rights-of-way, together with any strips or gores relating to the Land (collectively, the "Property"). This conveyance is made subject and subordinate to the encumbrances and exceptions ("Permitted Exceptions") described in Exhibit "B" attached hereto and incorporated herein by reference for all purposes, but only to the extent they affect or relate to the Property, and without limitation or expansion of the scope of the special warranty herein contained. TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions as aforesaid, unto Grantee, and Grantee's successors and assigns,forever;and Grantor does hereby bind Grantor, and Grantor's successors and assigns, to WARRANT and FOREVER DEFEND, all and singular, the Property, subject to the Permitted Exceptions unto Grantee, and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise, but with full substitution and subrogation of Grantee in and to all covenants of warranty by parties other than Grantor heretofore given or made with respect to the rights, titles, and interests herein conveyed or any part thereof. Exhibit"B"-Special Warranty Deed Wylie EDC/The Rocking M,L.L.C. 2359265 Grantee, by its acceptance hereof, does hereby assume and agree to pay any and all ad valorem taxes and special assessments pertaining to the Property for calendar year 201 and subsequent years, there having been a proper proration of ad valorem taxes for the current calendar year between Grantor and Grantee. EXECUTED on the dates of the acknowledgments,but to be EFFECTIVE on the day ol 20 . GRANTOR: STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on the day of , 20_ by of , on behalf of such Notary Public, State of Texas Exhibit"B"-Speeial Warranty Deed, Wylie FIX:R.11e Rocking NI, 1..1„.C. 2359265 E IBIT "C" SITE PLAN — - -v-----s 1 1 r- 4 i+i 0, FIL 1 i. ...... ,"''''."L.:6',:i'...4'.."'"yi:.rdyi'di.t.,^1^ li '.: -41 ' d 16i'lld' I L 0 . 1 ......, ,., [i,,,,,, ,',1. ' 1 '' i ./ .11 , r'. 44'. R 40-4L,444 4. 1.1-1E1.1, cl, ii le: '1 4!:I ' !...,..00 14„I :•L. I. 4 :II:l'IIICIIIP11 4 I : . . -- I -•-!Er,_-0,-,LII —4-4-f . L 4'4IIIn4'LIIII ', 'L I LI.. 'f I :'' 1 !!,-44- 44 0" ..: :III I Hr '.-:1-1; !ill''''.-i;:"'":'7.i'l".'' ' , ' ' i....1,7,,.....a ,,E,4,!!!„.„.•,,,2 i , ,-„, ,,! 11 - -• ,,,, ,,,, v• , "1 , ,,,, 11 ' ', ,, A ,, ,,,,-.,,T -'1J ' •• --.,, - -- '', !, ' l'; i , !!i , ! , , L ,„„,„.:,„,,, , ,-, ,,,„, ,,,, , ;_,,,_.J,..„,, „,,,,,.. „:„, ,, ,,,„•,, :: , •,..,,,, , ,,,,,,„ ,,, , ,,.,,,,, ,, , ,,-,,,,,,, ;: ,, „ 5,, ,,, ,„,,••,„ ; ,,,,, , , ,, ,, ;,„ ,•,, , , ;; :• ,,, ; , ,,,,.,,,, ,,,, ,•„„,„ :,,,•,,,,„„,.,,,_ .„,..,„„.„,;_, ,,,,,,,,,,, ,,,, ,:, 4 , . [ '!. 'i.'' • ''1 r! '1 ' '', i 1 , „ ' - ' r:''" ' i ' :: ' " '''.: ''! 1 Cf7T 1.&.§5 „) ' 11111 444000:0440.00,....0,0,400LR L: ,..- IL44044.4.0::44.44440:44444.6444.404 4 li - ' Exhibit"C"-Site Plan Wylie EDC/The Rocking M,L.L.C. 2359265 c .. . .. .. . L,, "...Iliffilliti'L li.0,1111,,,L,''1:4i4.11iik' ',':" , ., , " •F: . '— -I 1, 4 7::` 1,1• ::r :' I . I : I WIfil 031,111j !1 I : 111• I a• 1.._ 11.V.E1.1,, ::, . , ( -7---.- ' I '..1 ^,.. . .„ 1.1 ,. , 111.:1111114 :•11li!Ii1,1.,., , . ' _ ,-._... ... , I IIII.IILII:II Iii Ie :',IIIIII.III:;IX . r,. IIIII;II I; ;;II I / , .I. .. I/ 1 11'.1.1111i1 .X11: I I ,:1111 :11 i ',11)• 111'11 1 11 11 .1'111[1,1111- 1'11. :1 ' 1111-—1-1,1 11 —1 sirrv;lor 1 '111:•1:111 ,..11,.-„,:11 LI, .„a I ;;;;;;.III;;IIII;; ;III; ;:I ;;1."; ;;;I;;;;;;aI I I;;II I 1;;;;.;;;IIIIIIII I ,......„.2 , ,. ,...., : .IIL-2.--,,i'L.LLF1,:'II ',.-r - ,-'1 ,,,, 1'1,,,,-,,,t,,,_,Ht a. . ;I r.,7„1.,;1,7 EI,...7::",1-7:..:.:1•1 ,— 11111110 Exhibit"C"-Site Plan Wylie EDC/The Rocking M,L.L.C. 2359265 ylie cono ic I evelo • ent Cor s oration E • - A BU TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director,/ SUBJECT: Performance Agreement DATE: January 12, 2018 Issue Consider and act upon issues surrounding a Performance Agreement between the WEDC and The Rocking M, LLC (McClure Partners). Analysis Attached for the Board's review is a Performance Agreement between the WEDC and The Rocking M, LLC. As an accompaniment to the previous Real Estate Sales Contract, the WEDC is committing to fund an $89,500 reimbursement incentive should the Rocking M construct the contemplated office project as evidence by the issuance of a building permit by June 1, 2018 and a certificate of occupancy issued by December 31, 2018. Company must also provide documentation supporting construction costs of not less than $465,000, which is a conservative number by design. Staff has drafted language into this Agreement which allows for a 45-day extension to either the Permit deadline,the CO deadline,or both. The extension can be requested in writing and obtained by Company should it be determined by staff, at it sole and absolute discretion,that the Company is making reasonable efforts to meet the above deadlines but is unable to do so. Should the Board choose to maintain direct oversight of any extension consideration,the extension language can be removed altogether. Recommendation Staff recommends that the WEDC Board of Directors approve a Performance Agreement between the WEDC and the Rocking M, LLC and further authorize the WEDC Executive Director to execute the Agreement. Attachments Real Estate Sales Contract PERFORMANCE AGREEMENT Between Wylie Economic Development Corporation And The Rocking M, L.L.C. This Performance Agreement (the "Agreement") is made and entered into by and between the Wylie Economic Development Corporation ("WEDC"), a Texas corporation organized and existing under Chapter 501 of the Texas Local Government Code, known as the Development Corporation Act, as amended from time to time (the "Act") and The Rocking M, L.L.C., a Texas limited liability company ("Company"). RECITALS WHEREAS, WEDC owns that certain tract of property located within the corporate limits of the City of Wylie, Texas (the "City"), consisting of 0.26 acres, more or less, located in Keller's Addition, an addition to the City of Wylie, Collin County, Texas, as more fully described in the attached Exhibit A(the "Property"); WHEREAS, WEDC has agreed to sell the Property to Company and Company has agreed to purchase the Property from WEDC pursuant to that certain Purchase and Sale Agreement of even date herewith(the "Contract"); WHEREAS, the Company plans to construct a two (2) story office building containing approximately 5,000 square feet of space on the Property in accordance with the site plan attached hereto and incorporated herein as Exhibit B (the "Facility"); WHEREAS, Company has requested financial and/or economic assistance from the WEDC to plan and construct certain infrastructure improvements to assist in the development of the Property, consisting of economic assistance for all hard and soft costs relating to the construction of public and site improvements on or adjacent to the Property; WHEREAS, Section 501.103 of the Act states that the WEDC may provide funding for expenditures that are found by the Board of Directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, limited to streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements (the "Qualified Infrastructure"); and WHEREAS, Company proposes to use the economic incentive for the construction of the Qualified Infrastructure which will include approved public infrastructure improvements and site improvements as may be amended from time to time, necessary for the development of the Property and which will benefit the surrounding properties, as generally described in the attached Exhibit C; and WHEREAS, the WEDC has found that the Qualified Infrastructure is necessary to promote or develop new or expanded business enterprises in the City and the WEDC has PERFORMANCE AGREEMENT—Page 1 2360175 concluded that the Qualified Infrastructure constitutes a "project", as that term is defined in the Act, and is willing to provide Company with economic assistance as hereinafter set forth on the terms and subject to the conditions as stated herein and Company is willing to accept the same subject to all terms and conditions contained in this Agreement; and WHEREAS, the WEDC has determined that it is in the best interest of the public and the City and promotes the purposes authorized by the voters of the City of Wylie for which the WEDC was established to encourage the development and use of commercial properties within the City; and WHEREAS, the WEDC is willing to provide the Company with economic assistance hereinafter set forth on the terms and subject to the conditions as stated herein and Company is willing to accept the same subject to all terms and conditions contained in this Agreement. NOW, THEREFORE, for and in consideration of the above recitals and the terms, conditions and requirements hereinafter set forth, the parties hereto agree as follows: 1. Economic Assistance. Subject to the terms of this Agreement and provided Company is not in default, the WEDC will provide Company economic assistance in the form of a performance reimbursement incentive in the sum of Eighty-Nine Thousand Five Hundred Dollars ($89,500.00) (the "Reimbursement Incentive") upon completion of the Performance Criteria set forth below. The total amount of economic assistance and/or incentives to be paid to the Company, including the Reimbursement Incentive, shall not exceed the cumulative sum of Eighty-Nine Thousand Five Hundred Dollars ($89,500.00). 2. Performance Obligations. The WEDC's obligation to pay Company the Reimbursement Incentive stipulated above is expressly contingent upon Company completing the following items (the "Performance Criteria") by the due dates set forth below: a. Company shall acquire title to the Property pursuant to the terms of the Contract by no later than April 1, 2018; b. Company shall obtain a building permit for the Facility from the City (the "Building Permit") no later than June 1, 2018 (the "Building Permit Deadline"); c. The Facility shall be completed (as evidenced by a permanent Certificate of Occupancy) no later than December 31, 2018 (the "Certificate of Occupancy Deadline"); d. Company shall supply documentation to the WEDC that the cost of constructing the Facility, net of any costs related to acquiring the Property, was at least Four Hundred Sixty-Five Thousand Dollars ($465,000.00) no later than the Certificate of Occupancy Deadline; and e. Company shall supply documentation to the WEDC that the Qualified Infrastructure has been completed and that the cost of constructing the Qualified PERFORMANCE AGREEMENT—Page 2 2360175 Infrastructure was at least Eighty-Nine Thousand Five Hundred Dollars ($89,500.00) no later than the Certificate of Occupancy Deadline. Notwithstanding the foregoing, Company may request a forty-five (45) day extension of the Building Permit Deadline and/or the Certificate of Occupancy Deadline by delivering written notice thereof to the WEDC staff at least thirty (30) days prior to the applicable deadline, along with documentation demonstrating that Company is making all reasonable efforts to obtain the Building Permit or the permanent Certificate of Occupancy for the Facility, as applicable. In the event WEDC staff determines, in its sole and absolute discretion, that Company is making all such reasonable efforts, then the Building Permit Deadline and/or the Certificate of Occupancy Deadline, as applicable, shall be extended by forty-five (45) days. 3. WEDC Payment of Reimbursement Incentive. Subject to the terms and conditions of this Agreement, the Reimbursement Incentive shall be paid by WEDC to the Company within ten(10) days of the issuance of the Certificate of Occupancy for the Facility. 4. Default. The WEDC's obligation to pay any portion of the Reimbursement Incentive to Company will terminate or be reduced if Company defaults by not completing the Performance Criteria as set forth in Section 2 of this Agreement. In the event Company fails to obtain the Building Permit by the Building Permit Deadline, as the same may have been extended, as required in Section 2(b) of this Agreement, no portion of the Reimbursement Incentive will be paid to Company and WEDC shall have the option, but not the obligation, in WEDC's sole discretion, to purchase the Property back from Company for the same purchase price that Company paid to WEDC to acquire the Property from WEDC under the Contract. In the event Company fails to meet any of the other Performance Criteria in this Section 2, the Reimbursement Incentive shall not be paid to the Company and this Agreement shall terminate. 5. Termination of Agreement. This Agreement may be terminated by mutual written consent of the parties or by either party, upon the failure of the other party to fulfill an obligation as set forth in this Agreement. 6. Economic Assistance Termination. Notwithstanding the terms of this Agreement, the WEDC's obligation to pay a portion or all of the Reimbursement Incentive to Company will expire upon the earlier of(i) the full payment of the Reimbursement Incentive, or (ii) March 31, 2019. 7. Miscellaneous. a. This Agreement shall be construed according to the laws of the State of Texas and is subject to all provisions of the Act, which are incorporated herein by reference for all purposes. In the event any provision of the Agreement is in conflict with the Act, the Act shall prevail. b. This Agreement shall be governed by the laws of the State of Texas and is specifically performable in Collin County, Texas. PERFORMANCE AGREEMENT—Page 3 2360175 c. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement shall not be assignable by Company without the prior written consent of the WEDC, which consent will be at the sole and absolute discretion of the WEDC. d. Any notice required or permitted to be given under this Agreement shall be deemed delivered by hand delivery or depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other address as any party hereto might specify in writing: WEDC: Mr. Samuel D. R. Satterwhite Executive Director Wylie Economic Development Corporation 250 South Highway 78 Wylie, TX 75098 With copy to: Abernathy, Roeder, Boyd and Hullett, P.C. 1700 Redbud Blvd., Suite 300 McKinney, Texas 75069 Attention: Mr. G. Randal Hullett COMPANY: The Rocking M, L.L.C. P.O. Box 2935 Wylie, Texas 75098 Attn: Charles McClure e. This Agreement contains the entire agreement of the parties regarding the within subject matter and may only be amended or revoked by the written agreement executed by all the parties hereto. f. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. g. 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. h. 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. i. Time is of the essence in this Agreement. PERFORMANCE AGREEMENT—Page 4 2360175 j. The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. By the execution hereof, each signatory hereto represents and affirms that he is acting on behalf of the party indicated, that such party has taken all action necessary to authorize the execution and delivery of the Agreement and that the same is a binding obligation on such party. WEDC Board approved this day of , 2018, the Effective Date. WEDC: WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas Corporation By: Sam Satterwhite, Executive Director COMPANY: The Rocking M, L.L.C, a Texas limited liability company By: Name: Title: Exhibits: Exhibit A - Legal Description of the Property Exhibit B - Site Plan of the Facility Exhibit C - The Qualified Infrastructure PERFORMANCE AGREEMENT—Page 5 2360175 E BIT A Legal Description of the Property BEING all of Lot 3 and the North 1/2 of Lot 4, Block 2 of Keller's Addition, an addition to the City of Wylie, Collin County, Texas, as recorded in Volume 29, Page 349 of the Deed Records of Collin County, Texas, and being further described as follows: BEGINNING at a 5/8 inch steel rod set on the West line of Jackson Avenue (70') at the Northeast corner of Lot 3, and at the Southeast corner of Lot 2; THENCE South 00 degrees 00 minutes 00 seconds east (Bearing Basis), 89.25 feet along the West line of said Jackson Avenue to a 5/8 inch steel rod set for corner; THENCE North 90 degrees 00 minutes 00 seconds West, 125.00 feet to a 5/8 inch steel rod set on the east line of 20 foot alley (unimproved), and on the West line of said Lot 4; THENCE North 00 degrees 00 minutes 00 seconds east, 89.25 feet along the east line of said alley to a 5/8 inch steel rod set at the Northwest corner of said Lot 3, and at the Southwest corner of said Lot 2; THENCE North 90 degrees 00 minutes 00 seconds east, 125.00 feet to the POINT OF BEGINNING, containing 0.26 acres of land. PERFO' • CE AGREEMENT—Page 6 2360175 EXHIBIT B Site Plan of the Facility v- - -‘ „, 4 ' '- '6•11,J,' 'T - , . L. • 6 > 'Li° RI <z., P ;'--- 61 .., ,, i-z -. r ) .., , 1 '9 ' . , ..,. ''-' t rn, . ,,, 'pa' ____ i ,...... . r,,:. ''a.' T,0 „ „ • l',16',':k,1 - 7adf,,,,,3 ,77-„,—, i i i nrri''J ; ,, :, ' ': , 1;,I ' 1 : ' , , •:,, 1 ,o_.;,,,,,„' ',.4.A,,,:::;1 ' : L',P,Ul Wrr,, : I— '..7: I, , ,,, ,,, ,,,!' ,,e, '--!..„,...A_,,,,'„,, 1 ,,,,,,_., '!'''' ' -!!! I'',' ,. „. Jr eAT4, Pe:.41.1,..e, .1- :, ......... ,, ' ...., ,. . : . . • F1R9T FLOOR FLAN , , .... . . PERFORMANCE AGREEMENT—Page 7 2360175 'I l',,IpIti,,II „,"III]l114IIIII 3M1,M1,M11M11'M11, I.ghdk. M1 1, i. 1 ' ry,•.;':, ;1,'' 'I I 'I'I'IrI ' *---,II ,,,:,„,,,,,,:'" -''' ,'.' 1 , •.,..,-. .,.. f -..1. .i ; . ,,:i, „ g4, i..„...t.„4„,,,,,,„„„M1M1M1,T.04M1°M17 PrM1-,M1M1M1. M1M11M1 1 1M1M1, r1f7 M1'.•M1 M1.M1-,-M1M1',M1 M1.'M1M1 ...."..., !,, .,,..?.., ! ! , . . , . " ..:. . , .,, SECONP FLOOR.I.LAN r . . . . , . , . . . .,,I;M1,M1ii1,1 .. r1,,a-4-„7"1:1,,,,,6, ,F,111,11,4".0 ts.fIL;-...,Ii..,:-., -,I""." '? ", Imi — -- ' „„, . .... / ,I ,i .... „.„ „ .,........ ,, . --,---,,,,,:.,:•., a 4i! 1 , ,.. ,, ,•;,,,1 L,,L,l''',,, i , - : f ,.- 1: 1 , ..1,- -„ ! i ,M- .. ,, 1,, '•,,. . '''. !-I.:,...,,',,----,,,,L,.:4- .... , .,.... 3 r M1 ' 'I .... „1.:,„1, M17,M1LH-M1M1';M1 M1H,M1,M1M1M1M1M1M1J:M1 M1 M1M1:M1.4M1InILL,M1.=,ff2:M1.-,M1M1M1M1----M1M1:9--:;"-M1- . - PERM* , CE AGREEMENT—Page 8 2360175 EXHIBIT C The Qualified Infrastructure [SEE ATTACHED] PERFORMANCE AGREEMENT—Page 9 2360175 ylie cono ic 1 evelo s ent Cor s oration E • - A DU TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Directo);,./%./ 4' 4' SUBJECT: SAF Holland DATE: January 14, 2018 Issue Consider and act upon issues surrounding a First Amendment to Performance Agreement between WEDC and SAF Holland. Anal sis On March 22, 2017 the WEDC entered into a Performance Agreement with SAF-Holland, Inc. to assist with an expansion of machinery & equipment and the hiring of additional employees. The Agreement provides a$1,000 incentive payment for every new job added over a three-year period (up to a maximum 45 annually) and a 50%reimbursement for personal property taxes paid over a threshold value of$14.37 mm. As the Board will recall, at the time the Agreement was negotiated Holland was closing down several Michigan plants and determining whether to relocate the subject operations to Wylie, Texas or Dumas, Arkansas. The new 'Employee Incentive' is paid for every job added over a threshold of 133 full-time employees as reported on December 31, 2017, December 31, 2018, and December 31, 2019. The threshold was established by identifying the number of total employees prior to Holland undertaking the personal property expansion. As of December 31, 2017, Holland had 174 salaried & hourly employees along with an additional 54 temp employees (working 40+hours per week). As is the practice with many manufacturing businesses, 'temp' employment is a practice commonly used to screen individuals for full-time employment with the company. The 'Tax Incentive' threshold value was established by determining the existing value at the time the Agreement was executed which again was $14.37 mm. While values are established by what machinery, equipment, and inventory is in place on January 31' of a given year, the value is not available until late March. The threshold value utilized was not an accurate depiction of what was in place at the time the Agreement was being negotiated or executed. The current Personal Property value is $12.2 mm which will change again in March of 2018. Unlike the Employee Incentive, the Board delayed the Tax Incentive to not begin until January 2019 to allow for the new investment to be fully accounted for since it was being installed in 2017 and not taxed until 2018. Holland had confirmed in the initial negotiations that capitol expenditures for 2017 had been approved at $3.5 mm. It was also anticipated that future manufacturing lines would be acquired WEDC—SAF Holland January 14, 2018 Page 2 of 2 in 2018 and beyond but could not be guaranteed based upon the annual approval process. For 2017 Holland spent $4.1 mm and has approved capital expenditures of$7 mm for 2018 with $2.5 in purchase orders already issued. Even though the Employee Incentive begins in 2018, Holland must meet the minimum valuation establish per the Agreement. Both Holland and the WEDC failed to consider thoroughly the impact of older lines being removed from the plant to allow for new equipment which significantly reduced the value with the new equipment not being valued for tax purposes until January 2018. The primary issue to consider is that an incentive (or potential Amendment) is being considered for a project with less value then when we began. Under the terms of the existing Agreement no Employee Incentive is to be paid this year due to the valuation default. However, staff believes that the timing for valuing personal property was not considered properly. Had the timing been considered more thoroughly,there may well have been a valuation threshold of$12.2 mm opposed to $14.37 mm. Even though the valuation threshold is most likely overstated, it is difficult to determine what the position of the Board would have been had personal property value dropped 15% ($14.37 mm to $12.2 mm) prior to execution of the incentive agreement. Holland did however exceed their original projection for new jobs by 86%. Staff would like to propose a compromise in the form of a First Amendment to the Performance Agreement and suspend the valuation requirement as a Criteria to Qualify for Economic Assistance for one year only. Holland will earn an Employee Incentive for jobs in place December 31, 2017 with all other terms under the Agreement intact. Should the minimum valuation threshold of $14.37 mm not be in place as of December 31, 2018,there will be no Tax Incentive or Employee Incentive payable. Holland does benefit from the job incentive now, but even if 100% of the $4.1 mm added in 2017 hits the tax rolls,the Tax Incentive will be reduced significantly because $2.13 mm will count toward getting back to the minimum threshold. Should Holland continue investing and expends the $7 mm budgeted for in 2018, their opportunity cost will be recouped in 2019 but a year of the Agreement will be lost from their perspective. Recommendation Staff recommends that the WEDC Board of Directors approve a First Amendment to Performance Agreement between the WEDC and SAF-Holland, Inc. and authorize President Fuller to execute the same. Attachments Performance Agreement First Amendment Performance Agreement between Wylie Economic Development Corporation and SAF-Holland,Inc. This PERFO CE AGREEMENT(the"Agreement")is entered into as of the 2 iday of ./4 rib L , 2017, by and between the Wylie Economic Development Corporation, a Texas corporation ("WEDC") and SAF-Holland,Inc., a Michigan corporation("Company"). RECITALS: REAS, Company owns acres of property,more or less,situated in the City of Wylie, Texas,which real property is more particularly described in Exhibit A,attached hereto and incorporated herein by this reference (the "Property"); WHEREAS, Company intends to add taxable personal property and employees at the Property; WHEREAS,Company has requested that the WEDC provide economic assistance to offset the cost of purchasing additional equipment and hiring additional employees for the business operated at the Property; REAS, for the public purpose of promoting economic development and diversity, increasing employment,reducing unemployment and underemployment,expanding commerce and stimulating business and commercial activities in the State of Texas, and the City of Wylie, the WEDC desires to offer economic assistance to Company as more particularly described in this Agreement. NOW,THE' FORE,for and in consideration of the promises,covenants and eements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the WEDC and Company agree as follows: 1. Project Subject of Agreement. Company is commencing a project to increase the amount and value of equipment located on the Property and to add Full-Time Employees at the Property over the next three years (the"Project"). Company estimates that the taxable value of all personal property located on the Property is greater than or equal to $14,375,324.00 as of the date hereof(the"Tax Threshold"). Company currently employees One Hundred Thirty-Three(133)Full- Time Employees at the Property (the "Employee Threshold"). To qualify for the Tax Incentive (defined below) in any year as provided for in this Agreement, the taxable value of all personal property located on the Property must exceed the Tax Threshold as of January 1 of such year and the Company must have paid the taxes for which the Tax Incentive is sought for such year. To qualify for the Employee Incentive (defined below) in any year as provided for in this Agreement, the number of Full-Time Employees employed at the Property must exceed the Employee Threshold as of December 31 of such year. Performance Agreement Between Wylie Economic Development Corporation and SAF-Holland,Inc.—Page 1 #2114766 vl 2. Economic Assistance. (a) Tax Incentive. Subject to the terms of this Agreement, the WEDC will provide to Company economic assistance in an amount equal to fifty percent(50%)of the taxes paid by the Company for taxable personal property located on the Property valued in excess of the Tax Threshold, utilizing a tax rate of 0.013189 ("Tax Incentive"). The Tax Incentive will be payable on each of January 31, 2019, January 31, 2020, and January 31, 2021, provided that Company meets the Tax Threshold and is not in Default of any terms outlined in this Agreement. (b) Employee Incentive. Further, WEDC shall provide to Company additional economic assistance in an amount equal to One Thousand and No/100ths Dollars($1,000.00) for each Full-Time Employee (defined below) added by the Company at the Property in excess of the Employee Threshold,up to a combined total of Forty-Five additional Full-Time Employees, and each of such Forty-Five additional Full-Time Employees added at the Property shall only be eligible for the $1,000.00 incentive once under this Agreement ("Employee Incentive"). The Employee Incentive will be payable,to the extent applicable, in each of three (3) consecutive years based on the number of Full-Time Employees maintained by the Company at the Property as of December 31,2017,December 31,2018, and December 31,2019,provided that Company meets the Employee Threshold and is not in Default of any terms outlined in this Agreement (the Tax Incentive and the Employee Incentive shall sometimes be collectively referred to herein as the"Economic Assistance"). The Employee Incentive for year one will be based on the number of Full-Time Employees added at the Property over the Employee Threshold as of December 31,2017,not to exceed Forty-Five additional Full-Time Employees. The Employee Incentive for year two will be based on the number of Full-Time Employees added at the Property as of December 31,2018 over the number of Full-Time Employees for which Company received the Employee Incentive for year one,not to exceed a combined total of Forty-Five Full-Time Employees for years one and two. The Employee Incentive for year three will be based on the number of Full-Time Employees added at the Property as of December 31, 2019 over the highest number of Full-Time Employees for which Company has received the Employee Incentive, not to exceed a combined total of Forty-Five Full-Time Employees for years one, two and three. Notwithstanding anything to the contrary contained herein, Company shall not be entitled to receive,and WEDC shall not be obligated to pay,more than Forty-Five Thousand and No/100ths Dollars($45,000.00) cumulatively under this Agreement for the Employee Incentive. 3. Criteria to Qualify for Economic Assistance. To qualify for the Economic Assistance, Company shall: (a) Maintain on the Property taxable personal property owned by the Company valued at or above $14,375,324.00 through January 31, 2021. Performance Agreement Between Wylie Economic Development Corporation and SAF-Holland,Inc.—Page 2 #21I4766 vl (b) Have paid all taxes for which the Company intends to receive the Tax Incentive for the applicable year. (c) Employ at the Property not less than One Hundred Thirty-Three (133)Full- Time Employees through January 31,2021. (d) Maintain its Texas principal place of business on the Property through January 31, 2021. 4. Term of the Economic Assistance.Notwithstanding anything to the contrary herein contained,this Agreement shall be null and void if the Company fails to meet the criteria to qualify for Economic Assistance described in paragraph 3 above(as further defined in paragraph 6),or in the event of the following(collectively a "Default"): (a) Any event of bankruptcy incurred by Company. (b) The non-payment of any real or personal property taxes prior to the delinquency date imposed by the City of Wylie, Wylie Independent School District, Collin County Community College, and Collin County in a timely manner. 5. Payment of Economic Assistance. Subject to the terms and conditions of this Agreement and upon Company satisfying the criteria to qualify for Economic Assistance described in paragraphs 2 and 3 above, WEDC shall pay to Company the Tax Incentive on January 31, 2019, January 31,2020,and January 31,2021,and the Employee Incentive on January 31,2018,January 31, 2019, and January 31, 2020. The payment of the First Incentive and the Additional Incentive shall be made as provided above. 6. Event of Default by Company. In the event of a Default by Company, WEDC may declare Company in Default of the Agreement in which event the Agreement shall become null and void with all future Economic Incentive payments suspended. The WEDC will not however pursue repayment of any previous Economic Incentive payments. 7. Miscellaneous. (a) This Agreement may not be assigned by Company without the prior written consent of the WEDC, which consent shall be within the sole discretion of the WEDC. (b) This Agreement contains the entire Agreement of the parties with respect to the matters contained herein and may not be modified or terminated except upon the provisions hereof or by mutual written agreement of the parties hereto. (c) The Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County, Texas. Performance Agreement Between Wylie Economic Development Corporation and SAP-Holland,Inc —Page 3 #2114766 vl (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 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 suriitiem if made or addressed to the President, SAF- Holland, Inc. at 14 i d'N- J blvv( ; 1iJ1L - )A L ((ML.j 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 if such invalid, illegal or unenforceable provision had never been contained herein. 0) 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) The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. (m) For the purposes of this Agreement,a"Full-Time Employee"is defined as an employee hired as a full-time employee under the Company's policies then in effect, who normally is scheduled to work 40 hours per week [which shall include business travel and Performance Agreement Between Wylie Economic Development Corporation arid SAF-Holland,Inc.—Page 4 #2114766 vl egglar site work co b (ten such ; tr: vacatio • sick leave lay-0*s ; d ie o 1 ;Nei, ; who ; eligible for Co p. y Pepe c ently e to s '1; ly si ;led e o ly rated e ploy- of Co p; ysv e e ploy- excleyd obi pla a y ; • L Pt,iornmna A,2,11mulgslit lir VAytic:1:covIr 1)1,-,PA,o,1,611 (:orporatticri and SAI kd I . 1441,pz, 470,„1 IN ESS E* OF, the parties have executed this Al -ement and caused this Agreement to be effective on the latest date as reflected by the signatures below. T I LTE,ECONO IC DEVELOP CO' '0' noN,a Texas corporation By: M. in Fuller,President Date of Execution:_ SAFHOLLAND, INC., a Michigan corporation By: OACZIL,rf 11... it s: 114 efitr..."4,41:11„,-, Date of Execution: LI/2 ill Performance • • merit Between Wylie Economic Development Corporation and SAF-Holland,Inc.—Page 6 42114766 vl EXIIIBIT A Performance Agreement Between Wylie Economic Development Corporation and SAE-Holland,Inc,—Page 7 #2114766 vl FIRST AMENDMENT TO PERFO " ANCE AGREEMENT THIS FIRST AMENDMENT TO PERFORMANCE AGREEMENT (this "First Amendment"), is entered into and is effective as of the 17th day of January 2018 by and between WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas economic development corporation("WEDC"), and SAF-Holland, Inc., a Michigan Corporation(the "Company"). WITNESSETH: WHEREAS, the WEDC executed a certain Performance Agreement (the "Agreement") between WEDC and Company on March 22, 2017 to facilitate the purchase of additional equipment and hiring of additional employees (the "Project"); and WHEREAS, WEDC and Company desire to modify and amend the Agreement in certain respects, as more particularly set forth in this First Amendment. NOW, THEREFORE, in an effort to address unforeseen circumstances surrounding the valuation of personal property or baseline Tax Threshold,the WEDC and Company covenant and agree as follows: 1. Defined Terms. Capitalized terms used but not defined in this First Amendment will have the meanings given to them in the Agreement. 2. Modification to Economic Assistance. Notwithstanding anything to the contrary in the Agreement,the Criteria to Qualify for Economic Assistance is amended as follows: (a) Employee Incentive. The Criteria to Qualify for Economic Assistance as identified in Section 3 (a) of the Agreement is hereby suspended for the Employee Incentive considered for December 31, 2017. Subsequent consideration of Criteria to Qualify for Economic Assistance for Tax & Employee Incentives in 2018, 2019, 2020, and 2021 are not amended. 3. Ratification. As expressly modified by this First Amendment, the Agreement is hereby ratified and confirmed by WEDC and Company. 4. Counterparts; Transmission. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. Transmission of an executed signature page of this First Amendment by email will be effective to create a binding agreement. [Signatures appear on next page] IN WITNESS EREOF,the parties hereto have executed this First endment the day and year first above written. WE DC: Wylie Economic Development Corporation, a Texas Corporation By: Name: Title; COMPANY: SAF-Ilolland, Inc.. a Michigan Corporation By: Name: Title: ylie cono ic evelo ent Cor s oration • - A U TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director/ / SUBJECT: T.W. Snider&Associates DATE: January 12, 2018 Issue Consider and act upon a Performance Agreement between the WEDC and T.W. Snider & Associates, LLC. Analysis As the Board will recall, Mr. Snider previously completed Phase I & II of his office project which is located near the intersection of State Highway 78 and Kirby Street behind the Exxon. Under the previous Agreement, Mr. Snider finished out Phase I & II and had planned to start Phase III, but failed to move forward under the required time frames due to soft market conditions for office leasing. The WEDC was forced to declare Snider in default of the Agreement and he was ineligible for the second incentive payment of$42,000. The WEDC has worked with Snider for many years on this project and there have been positive results. There are 7 new or retained businesses, 9,600 square feet of finished office space, and over $1.49 mm in new value. As is the case with many WEDC projects, the Snider property also presents many development challenges based upon less than ideal access and visibility. As previously discussed in Executive Session, Snider recently approached the WEDC inquiring as to the potential for assistance with Phase III of the office park consisting of a 4,800-square foot shell building with the potential for 4, 1,200 square foot units. Mr. Snider has committed to have the Building Permit issued by the City on or before July 1, 2018 and complete construction of the shell as evidenced by Certificate of Completion by December 31, 2018. Based upon comparable office concepts in the area and appraised value of the same, Building 3 will create approximately $575,000 in new value and generate approximately $15,000 in new taxes to the community utilizing a 3-year factor. Staff is proposing a $15,000 incentive package based upon the assumption of a Certificate of Completion being issued no later than December 31, 2018 and Certificates of Occupancy issued by the City for a cumulative 4,800 square feet no later than July 1, 2020. As per the attached Performance Agreement, Snider will receive a $7,500 incentive upon completion of the shell (as evidenced by a Certificate of Completion issued by the City) and incentive payments $1,875 for each 1,200 square feet that is finished out (as evidenced by Certificates of Occupancy). WEDC—T.W. Snider January 12, 2018 Page 2 of 2 Recommendation Staff recommends that the WEDC Board of Directors approve a Performance Agreement between the WEDC and T.W. Snider& Associates. Attachments Perlormance Agreement Site Plan PERFO ' ANCE AGREEMENT Between WYLIE ECONOMIC DEVELOPMENT CORPO ' TION And T.W. Snider & Associates,LLC. This Performance Agreement (this "Agreement") is made and entered into by and between the Wylie Economic Development Corporation (the "WEDC"), a Texas corporation organized and existing under the Development Corporation Act of 1979, as amended from time to time (the "Act"), and T.W. Snider& Associates,LLC., a Texas limited liability corporation (the "Company"). CITALS WHE' AS, the Company is desirous of making real property improvements in the form of Construction of Building 3, a four thousand eight hundred (4,800) square foot commercial shell building (the "Project") as depicted in Exhibit A. The project will have an estimated initial capital investment of Three Hundred Twelve Thousand Dollars ($312,000) and will be located at 611 S. State Highway 78, in Wylie, Texas (the "Property"); and WHE " AS, the Company has requested that the WEDC provide economic assistance to offset the cost of the construction for the Project and other expenses associated with developing the Property in the City of Wylie, Texas; and WHE ' AS, the WEDC has determined that it is in the best interest of the public and the City to promote the purposes authorized by the voters of the City of Wylie for which the WEDC was established to encourage the development and use of business properties within the City; and WHE' AS, for the public purpose of promoting economic development and diversity, increasing employment, reducing unemployment and underemployment, expanding commerce and stimulating business and commercial activities in the State of Texas, and the City of Wylie, the WEDC desires to offer economic assistance to Company as more particularly described in this Agreement. NOW, THEREFO ' , 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: I. Economic Assistance. Subject to the terms of this Agreement, the WEDC will provide the Company economic assistance in an amount up to, but not to exceed Fifteen Thousand Dollars ($15,000.00) (the "Economic Development Incentives"). The Economic Incentives will be paid per the criteria set forth herein with the WEDC's obligation to pay the Economic Development Incentives terminating on July 1, 2020. Upon meeting the qualifications and requirements (the "Performance Requirements"), the Company shall be entitled to the following Economic Development Incentives: Page 1 of 6 W\Board\2018\1-17-18\Sntder-Performance Agreement2 docx Economic Development Incentive Payment Schedule: Expected Cost of WEDC Cumulative Eligibility Year Incentive Improvements Incentive Incentive Expiration 2018 No. 1 $312,000 $7,500 $7,500 12/31/18 2018 No. 2 n/a 1,875 9,375 7/1/20 2019 No. 3 n/a 1,875 11,250 7/1/20 2019 No. 4 n/a 1,875 13,125 7/1/20 2020 No. 5 n/a 1,875 15,000 7/1/20 II. Performance Requirements for Economic Development Incentive. A. Incentive No. 1: An Economic Development Incentive of Seven Thousand Five Hundred Dollars ($7,500.00) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 1: 1. Receipt of documentation by WEDC supporting the development of construction plans for Building 3 comprised of four thousand eight hundred (4,800) square feet as evidenced by a Building Permit issued by the City of Wylie on or before July 1, 2018, approval of said documentation at the sole and absolute discretion of the WEDC; and 2. Receipt of documentation by WEDC supporting the shell construction of four thousand eight hundred (4,800) square feet as evidenced by a Certificate of Completion issued by the City of Wylie on or before December 31, 2018, approval of said documentation at the sole and absolute discretion of the WEDC; and 3. Receipt of documentation by WEDC supporting a minimum capital investment for the Project of Three Hundred Twelve Thousand Dollars ($312,000) as evidenced by paid invoices supporting construction costs and miscellaneous professional services, approval of said documentation at the sole and absolute discretion of the WEDC; and 4. Company is current on all ad valorem taxes and other property taxes due on the Property by January 31 of the year after they are assessed and provide written notice and evidence of such payment to WEDC in a form satisfactory to WEDC; and 5. Eligibility expiration for the Company to qualify for this Incentive No. 1 is December 31, 2018. B. Incentive No. 2: An Economic Development Incentive of One Thousand Eight Hundred Seventy-Five Dollars ($1,875.00) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 2: 1. Receipt of documentation by WEDC supporting the finish-out of the First, one thousand two hundred (1,200) square foot unit as evidenced by a Certificate of Occupancy issued by the City of Wylie on or before July 1, 2020, approval of said documentation at the sole and absolute discretion of the WEDC; and Page 2 of 6 W:\Board\2018\1-17-18\Snider-Performance Agreementldocx 2. Company is current on all ad valorem taxes and other property taxes due on Property in the Company's possession by January 31 of the year after they are assessed and provide written notice and evidence of such payment to WEDC in a form satisfactory to WEDC; and 3. Eligibility expiration for the Company to qualify for this Incentive No. 2 is July 1, 2020. C. Incentive No. 3: An Economic Development Incentive of One Thousand Eight Hundred Seventy-Five Dollars ($1,875.00) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 3: 1. Receipt of documentation by WEDC supporting the finish-out of the Second, one thousand two hundred (1,200) square foot unit as evidenced by a Certificate of Occupancy, issued by the City of Wylie on or before July 1, 2020, approval of said documentation at the sole and absolute discretion of the WEDC; and 2. Company is current on all ad valorem taxes and other property taxes due on the Property in the Company's possession by January 31 of the year after they are assessed and provide written notice and evidence of such payment to WEDC in a form satisfactory to WEDC; and 3. Eligibility expiration for the Company to qualify for this Incentive No. 3 is July 1, 2020. D. Incentive No. 4: An Economic Development Incentive of One Thousand Eight Hundred Seventy-Five Dollars ($1,875.00) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 4: 1. Receipt of documentation by WEDC supporting the finish-out of the Third, one thousand two hundred (1,200) square foot unit as evidenced by a Certificate of Occupancy, issued by the City of Wylie on or before July 1, 2020, approval of said documentation at the sole and absolute discretion of the WEDC; and 2. Company is current on all ad valorem taxes and other property taxes due on the Property in Company's possession by January 31 of the year after they are assessed and provide written notice and evidence of such payment to WEDC in a form satisfactory to WEDC; and 3. Eligibility expiration for the Company to qualify for this Incentive No. 4 is July 1, 2020. E. Incentive No. 5: An Economic Development Incentive of One Thousand Eight Hundred Seventy-Five Dollars ($1,875.00) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 5: 1. Receipt of documentation by WEDC supporting the finish-out of the Fourth, one thousand two hundred (1,200) square unit as evidenced by a Certificate of Occupancy, issued by the City of Wylie on or before July 1, 2020, approval of said documentation at the sole and absolute discretion of the WEDC; and Page 3 of 6 W:\Board\2018\1-17-18\Snider-Performance Agreement2.docx 2. Company is current on all ad valorem taxes and other property taxes due on the Property in Company's possession by January 31 of the year after they are assessed and provide written notice and evidence of such payment to WEDC in a form satisfactory to WEDC; and 3. Eligibility expiration for the Company to qualify for this Incentive No. 5 is July 1, 2020. F. In the event Company finishes out a single unit in multiples of 1,200 square feet, One Thousand Eight Hundred Seventy-Five Dollars ($1,875.00) will be paid for each 1,200 square feet finished out. For example, should company finish out one (1) unit with 3,600 square feet, Company will be eligible for an incentive payment of Five Thousand Six Hundred Twenty-Five Dollars ($5,625.00). III. WEDC Payment of Reimbursement Incentives. Subject to the terms of this Agreement, the WEDC shall pay the Incentives within approximately five (5) days of receipt of the required documentation from the Company, subject to verification by the WEDC that the Performance Requirements have been met or exceeded by the Company. IV. Non-Attainment of Performance Requirements. In the event that the Company does not meet or exceed a Performance Requirement as specified in Section II, the WEDC Economic Development Incentive will be voided in advance of payment in addition to all future Economic Development Incentive payments being voided at the sole discretion of the WEDC. The Company will not be eligible to receive an Economic Development Incentive payment if documentation supporting Performance Requirements are not received by WEDC prior to the Eligibility Expiration Date. Company will be notified in writing in the event a Performance Requirement is not met and have thirty(30) days to cure said default. V. Economic Assistance Termination. The Agreement may be terminated by mutual agreement of the parties or by either party, upon the failure of the other party to fulfill an obligation as set forth in Section II above. Regardless of the Company's level of attainment of the Performance Requirements set forth in Section II above, the WEDC's obligation to pay the Reimbursement Incentive will expire in full on July 1, 2020. VI. Employee Hiring, Materials and Supplies Purchase. Although not an event of default or a condition to any advance in the Agreement, WEDC requests that the Company satisfies its need for all construction contractors from Wylie residents and purchase all materials, supplies and services necessary to affect the Project and subsequent occupancy of the Facility from Wylie merchants and businesses. VII. Community Involvement. Although not an event of default or condition of any advance hereunder, the Company agrees to actively participate in community and charitable organizations and/or activities, the purpose of which are to improve the quality of life in the City of Wylie, Texas, and to actively encourage its employees to be involved in such organizations and/or activities. VIII. Verification and Compliance. The Company will allow the WEDC to audit necessary Company's records, documents, agreements and other instruments in furtherance of the Page 4 of 6 W:\Board\2018\1-17-18\Snider-Performance Agreement2.docx following purposes: (i) to ensure the Company's compliance with the affirmative covenants set forth in this Agreement; (ii) to determine the existence of an Event of Default under the terms of this Agreement; (iii) to ensure compliance with any other terms and conditions set forth herein or any related documents. Company will provide reports certifying the status of compliance, new investments, and any other relevant information until the termination of this Agreement. IX. Cessation of Economic Assistance. Notwithstanding anything herein to the contrary, WEDC shall have no obligation to disburse WEDC Economic Development Incentives if the Company becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged bankrupt, or is delinquent on any property tax payments or an Event of Default under the terms of this Agreement occurs. X. Non-Payment of Economic Assistance. The following will constitute an Event of Default and any advance shall not be forgiven in an Event of Default: the Company becomes insolvent, makes any materially false statements to the City and/or the WEDC, fails to pay ad valorem taxes, or files suit against the City and/or the WEDC. XI. Miscellaneous. a. This Agreement shall inure to the benefit of the parties hereto and shall not be assignable by Company without the prior written consent of the WEDC, which consent may be withheld by the WEDC in its sole and absolute discretion. b. This Agreement shall be construed per the laws of the State of Texas and is subject to all provisions of Vernon's Ann. Civ. St. Art. 5190.6, which are incorporated herein by reference for all purposes. In the event any provision of the Agreement is in conflict with article 5190.6, article 5190.6 shall prevail. c. This Agreement contains the entire agreement of the parties regarding the within subject matter and may only be amended or revoked by the written agreement executed by all of the parties hereto. d. This Agreement shall be governed by the laws of the State of Texas and is specifically performable in Collin County, Texas. e. Any notice required or permitted to be given under this agreement shall be deemed delivered by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other address as any part hereto might specify in writing: WEDC: Samuel D. R. Satterwhite Executive Director Wylie Economic Development Corporation 250 South Highway 78 Wylie, Texas 75098 Page 5 of 6 WABoard\2018\1-17-18\Snider-Performance Agreement2 docx COMPANY: T. W. SNIDER&ASSOCIATES, LLC Attn: Tony Snider 3922 Clear Water Lane Lavon, TX 75173 By the execution hereof, each signatory hereto represents and . s that he is acting on behalf of the party indicated, that such party has taken all action necessary to authorize the execution and delivery of the Agreement and that the same is a binding obligation on such party. EXECU 1 ED this day of January 2018. WEDC: Wylie Economic Development Corporation By: Samuel D.R. Satterwhite, Executive Director COMPANY: T. W. SNIDER& ASSOCIATES,LLC By: Tony W. Snider, Sole Member Page 6 of 6 WAlioartk2(118\1-1 7-18Srncki-rcrtormaneu Agremcnt2 duo, Exhibit A __ _ _ 1 West Kirby Street ____ sl ,%.I-- f I 1 I I I I I I I 1 I 1 [ kfortspes Ades. ,h Lot A [ I 30" ...1 Access f.: r 1 h—P5 UPE Ems' 1 I S I Moslem AMU. I Lel I,ft A 1 h 09510","" qg I , ' 11 11'5 1711— ' I \ \ 1 " El- 4\ •-4.., \ \ \ \ \ , I L ri Wdies:Addles \Lel P,Elk A ;; A li Al Holiday Terrace AddAion Fist Pesiainsel-,F -kJ A , 1 • 13. \ _.......... —3,,00n * „„...... . I lo O 1 RI O 1 oc„ LLL ,... 1 1 il 40/Week*V 1 o tO SF 12 10)44 5hoppri9 Lid Concept Plan , , , C&P ENGINEERING,LTD. ylie cono ic I evelos ent Cor • oration E • - A DU To: WEDC Board of Directors From: Samuel Satterwhite, Executive Director Subject: 2017 Annual Report Date: January 9, 2018 Issue Consider and act upon issues surrounding the WEDC 2017 Annual Report. Anal sis As per the WEDC By-laws, the WEDC must present an annual report to the Wylie City Council no later than January 31' of each year. The report must include, but is not limited to, a review of all expenditures made by the Board, a review of accomplishments, and a review of other than direct economic development. Staff believes the attached Report meets the intent of the requirements of the By-laws with the same being presented to the Wylie City Council on January 23, 2018. Recommendation Staff recommends that the WEDC Board of Directors approve the 2017 WEDC Annual Report as presented by staff and recommend it be presented to the Wylie City Council. Attachment 2017 Annual Report Wylie Economic Development Corporation 2017 Annual Report January 14, 2018 Financial Condition The Wylie Economic Development Corporation(WEDC)makes financial reporting a priority each year. The WEDC Bylaws require that each year no later than January 31, a review of all expenditures, accomplishments and expenditures other than direct economic development be presented to Council. Each year, following the close of the fiscal year, the WEDC undergoes an audit of its financial practices and transactions from the prior fiscal year. Although this year's audit is not yet complete, the WEDC has not been notified that any discrepancies or irregularities. To create a greater opportunity for a 'clean' audit, WEDC staff works closely with the City of Wylie Finance Department throughout the year so that there is a complete understanding of all WEDC activities by Finance staff and the same can be more accurately documented and communicated to the auditors. The WEDC began the fiscal year with a fund balance of$465,686. In Fiscal year 2016-17 sales tax receipts were up 5.87% over FY 2015-16 receipts with sales tax receipts totaling $2,627,376. Other sources of revenue included rental income of $120,857, sale of a 1.53-acre pad site on Highway 78 to Chick-Fil-A for $1,350,000, receivables associated with a loan of$14,150, and $2,300,000 in loans secured for the acquisition of property. FY 2016-17 available operating funds totaled $6,881,586. Expenditures for WEDC operations were as follows: Personnel - $408,335, administrative costs - $133,782, marketing and promotion activities - $160,865, debt service (including a $1,000,000 principal reduction payment) - $1,862,453, direct business incentives - $863,913, and$272,605 in other expenses primarily made up of environmental remediation and site development costs. Total expenditures for FY 2016-17 were $6,778,466. As shown above, in FY 2016-17 the WEDC had $863,913 in expenditures on incentives. Within the figure, $411,530 was paid to ongoing sales tax reimbursement programs, $95,434 for industrial projects, $90,400 for office/medical/general commercial, and $176,882 for infrastructure assistance. The WEDC also forgave a loan of$91,667 pertaining to infrastructure assistance with the project meeting the required performance measures. Of the expenditures made, $212,000 represented a one-time commitment or the fmal payment on a multi-year agreement. The WEDC currently owns 25.63 acres of land with 44,974 square feet of improvements and a cost basis of$8,329,086. All WEDC land is either acquired for (a) business park development, (b) redevelopment of dilapidated properties, and/or (c) a tactical intervention to protect the property from uses which may not reflect the highest and best uses for a strategic area. Total outstanding loans for land acquisition are currently $4,158,196. While encouraged by our lender, but more of a philosophical principal of the Board, as redeveloped land is sold the proceeds from the sale are used to pay off principal of any loans secured to purchase that specific property. 2 Reflective of that practice, $1,200,000 out of the total debt service budget of$2,009,836 for FY 2017-18 is earmarked for principal reduction based upon a pending sale. The FY 2017-18 WEDC Budget identifies $4.86 mm in total revenues & expenditures. On the revenue side sales tax is the primary revenue source at $2.8 mm, sale of WEDC property at $1.5 mm, and rental income of$103,000. Of the total expenses,Debt Service equals $2 mm, Personnel $410,000, and Incentives $1.7 mm. Within the Incentives budget there are thirteen ongoing projects which represent $931,000 in prior commitments and $742,000 for future projects. As an ongoing performance indicator, staff tracks all commercial values as a percentage of the total assessed valuation (less value attributed to tax-exempt properties). In 2017 commercial properties were valued at $701 mm, or 16.7% of the total $4.2 billion assessed valuation. Over the past five years, commercial values have increased by $165 mm (31%) with new construction accounting for $88 mm of the total. Over the same period, total valuation has increased by $1.6 billion or a 60% increase. With an active housing market, it will continue to be a challenge for commercial value to reach in excess of 20% of the total with the highest ratio over the past 10 years being 20.42% in 2013. High-Impact Initiatives Woodbridge Crossing The WEDC & City of Wylie continue to fund a sales tax reimbursement program to Inventrust (owner of Target Center). In FY 2016-17, $721,492 was reimbursed to Inventrust with total taxable sales in the Center over the same period at approximately $75 mm. The City & WEDC are committed to reimburse Inventrust up to a maximum $6 mm. $4.68 mm has been reimbursed to date with total obligations being satisfied on or about October 2019. Over the life of the Performance Agreement, $4.7 mm in ad valorem taxes have been paid to the City with a current valuation of$70 mm which is a 14% increase over 2016. In 2017 construction began on a 6,000 square foot strip center fronting 544 with McAlister's Deli slated to take 4,000 square feet. With 2,000 square feet of spec space remaining and Inventrust actively marketing the same, a majority of the inquiries for space are in excess of the available 2,000 square feet. Inventrust has indicated that based upon this level of interest, a pending 5,500 square foot multi-tenant building is being designed to break ground in 2018. Also announced in 2017 is the construction of 24,500 square feet of in-line space adjacent to Kohl's which should begin on or about May of 2018. While 16,000 square feet has executed leases, Inventrust has committed to build over 8,000 square feet of spec space which has not been an option in the past based upon a conservative approach of only building space with leases in 3 hand. Inventrust has indicated that this change in philosophy is due to the strength of the Wylie market and Woodbridge Crossing. Woodbridge Parkway Corridor In 2017 the WEDC provided a small incentive package for the reimbursement of qualified infrastructure to IHOP which opened in July. In the past the WEDC has participated in incentive packages for Woodbridge Center,The Rock,and B&B Theatre. In 2014,the WEDC also partnered with the City of Wylie and the City of Sachse to extend Woodbridge Parkway from Hensley Lane and provide direct access to State Highway 78. Of the $976,000 borrowed for the WEDC commitment, a remaining principal balance of$524,518 exists. The WEDC continues to fund a Sales Tax Reimbursement Agreement with Clark Street Development (owner/developer of Woodbridge Centre). In FY 2016-17, $101,000 was reimbursed to Clark Street with a total of$425,441 paid since July 2013. The center is currently generating $20 mm in taxable sales on an annual basis with total sales difficult to determine. It is not uncommon for a Kroger to have $50 mm in annual sales with the ratio for taxable vs. non- taxable sales unknown. 2018 will see the construction of a Pet Supplies Plus in Woodbridge Center and a Credit Union of Texas at the corner of 544 and Woodbridge Parkway. There is also significant interest by restaurant users for the 2 remaining pad sites. The WEDC also continues to fund a sales tax reimbursement program and Performance Agreement to B&B Theatres Operating Company. Approximately $288,609 in infrastructure/sales tax reimbursement payments have been made to B&B since 2013. Sanden & F.M. 544 In 2017 the La Quinta Inn & Suites completed their project after a much-delayed construction process. The WEDC entered into a Performance Agreement with the developer which was amended twice. With a $5.7 mm value and impact to Occupancy Taxes as of yet unknown, the new product will absolutely increase the marketability of the pad sites remaining on 544. Also under construction in 2017 is the Holiday Inn Express & Suites which is a WEDC project as well. Slated to be complete in the second quarter of 2018,the 98-room, 60,000 square foot project, along with La Quinta and Best Western, should fill the need for hotel rooms in Wylie, Lavon, Sachse and Murphy for the foreseeable future. Estimated construction cost for the Holiday Inn is $9.2 mm. 4 Aside from the benefit to property taxes and increased marketability of surrounding 544 corridor, Occupancy Taxes were an obvious factor in considering participation in the above two projects. Taxable sales are projected to be approximately $3 mm per year which will generate $210,000 annually to the City of Wylie in Hotel & Motel Occupancy Taxes. While these figures are of course estimates,the City will be able to more accurately budget for this increased revenue stream on or about the third or fourth quarter of 2018 as both entities will be operating and stabilized. The WEDC began work in this area in 2011 with a Performance Agreement to provide median improvements and remove overhead utilities for the development of Wylie Medical Plaza. At 60,000 square feet, Wylie Medical is currently 78% leased with an appraised value of$10.3 mm State Highway 78 at Cooper Drive As referenced above, the WEDC closed on the sale of a 1.53-acre lot to Chick-fil-a in 2017. Preceding the sale in 2017, the WEDC completed $525,000 in site work to support the 5-acre development consisting of two deceleration lanes, median improvements, a mutual access drive, and utility improvements. Also received in 2017 was a Certificate of Completion from the TCEQ through the Voluntary Cleanup Program for impacted soils identified in the development process. Total expenses to date for the project are $5.4 mm with revenue generated of$1.95 mm. The WEDC is currently under contract to sell approximately half of the remaining 3 acres for the development of a 10,000 square foot multi-tenant building. Within the contract, a requirement is in place that at least 53% of the space is to be leased to restaurant users with financial penalties in place should the buyer fall short. A national-credit user has already committed to take 25% of the space with construction to begin in 2018. Scheduled to close in March/April of 2018, proceeds from the sale will pay off the remaining $620,000 in debt associated with the project. The market value of the remaining 1.5-acre pad and net proceeds from the above sale will equal approximately $2 mm. 544 Gateway Project In 2016 the WEDC and City began the process of assembling approximately 13 acres for redevelopment. Fronting 544 just west of 78, the City has a 5-acre tract acquired through a tax foreclosure which previously had Superfund status. The remaining 8 acres was acquired by the WEDC from 2 property owners with frontage on 544 and Commerce Street. In 2017 the WEDC completed a study on the City site that removed approximately 2 acres from the flood plain. The WEDC also in 2017 completed a grading plan and brought in significant fill which will greatly reduce costs associated with future development. Demolition of existing buildings were underway in 2017 and will continue through February 2018. A remaining structure will stay in place at the north end of the property until which time the existing business completes a WEDC-assisted relocation/expansion to a site within Regency Business Park. 5 Throughout 2017, the WEDC pursued a Certificate of Completion from the TCEQ via the Voluntary Cleanup Program for its 8-acre tract. With all required remediation completed, the TCEQ is in the final stages of review before issuing a Certificate which should be done in February 2018. Jackson Street The WEDC continues to market its 1-acre property at the northeast corner of Jackson&Oak for a mixed-use development. While interest in the project has been soft, recent activity has been spurred by developers looking to benefit from the Collin College campus. The WEDC closed on a 0.26-acre tract near the northwest corner of Jackson & Oak in August of 2017. The WEDC had been negotiating with the property owner for over 2 years to acquire the lot. Prior to closing,the 1940's family homestead which was beyond repair had to be demolished. Prior to closing,a local developer approached the WEDC and entered into an agreement in concept to build a 5,000 square foot office building on the lot. The WEDC Board believes the office project will promote further investment in the downtown area. It is anticipated that the sale will close in January 2018 with construction to begin no later than June 2018. Regency &F.M 544 Under two separate Performance Agreements, 2017 saw the redevelopment of a six-acre tract at 544 and Regency resulting in 3 fast casual concepts, a multi-tenant building, and a compounding pharmacy. McClure Partners provided a great service to the community in master planning and cleaning up 4 separate properties. Over 50 jobs were created and $4 mm in investment was undertaken. Commercial& Industrial Expansions/Relocations In 2017,the WEDC executed seven Performance Agreements totaling 100,000 square feet of new construction, facilitated $18.7 mm in new investment, and created/retained 123 jobs. In January of 2018, two Performance Agreements will be executed securing 10,000 square feet in new construction, $1.2 mm in new value, and 10 new jobs. With acquisition of property for business park development a continuing objective,the WEDC has had great historical success in attracting investment and primary jobs via the development of business parks. Between the development of Premier Business Park, 544 Industrial Park, and Premier Business Park South, the WEDC facilitated the development of 862,000 square feet of new construction, over 800 new/retained jobs, and currently $97,677,000 in taxable value - on only 70 acres. 6 2018 Goals & Objectives While WEDC activities can be reactive to the extreme,proactive efforts in 2018 must address the following: 1. Status of Peddicord Center o Find a temporary (12—24 months) use or demolish. 2. Partner with City to complete water line improvements on 544. o The 544 Gateway property water service is not looped properly. WEDC & City staff need to determine if Public Works can install the improvements should the WEDC purchases the necessary materials. 3. VCP on 544 Gateway Property o While the issuance of a Certificate of Completion is imminent from the TCEQ, WEDC staff and consultant need to continue pressing the issue. 4. Masterplan 544 Gateway property o Joint work session between Council and WEDC Board needs take to place so that specific direction can be provided to WEDC staff pertaining to desirable uses and infrastructure requirement to support the same. 5. Business Park Development o Opportunities exist on Alanis and Steel Road for the development of new, light industrial business parks. With land and infrastructure costs only increasing, the WEDC needs to take immediate action to secure property and allocate resources for infrastructure improvements. 7 ylie cono ic I evelo $ ent Cor s oration • •• A • TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director / SUBJECT i Staff Report DATE: January 12, 2018 Issue Staff report: review issues surrounding WEDC Performance Agreement Summary, Environmental Activity Summary, Highway 78 WEDC Pad Sites, 544 Gateway Property, DCU, Inc., Leadership Wylie, WEDC Promotional Activities, and regional housing starts. Analysis As a reminder to Board members, the Board may not discuss an item which is not specifically identified on the agenda. Only those items listed above can be discussed. Should any Board member want an issue be placed on the agenda at any time prior to a Board meeting,please contact the WEDC President, staff, or voice your request during Discussion Item X. WEDC Performance Agreement Summary Attached for the Board's review is a summary of all outstanding Performance Agreements including: All State Fire Equipment, B&B Theatres Operating Company, Clark Street Development, DANK Real Estate, DCU, Exco Extrusion Dies, Getset, KREA Acquisition, MIKTEN, REVA Hospitality, Ronald P. and Carole A. Trout, SAF Holland, Von Runnen Holdings, Wedge Corporation, and Woodbridge Crossing. McClure Partners incentive 2 of 2 was paid in December and they have been removed from the Performance Agreement Summary. As noted in the summary, Agreements coming up for consideration in January/February are All State Fire, B&B Theatre, Exco, REVA, SAF Holland, Von Runnen Holdings, and Wedge. Woodbridge Crossing Attached for the Board's review is the Sales Tax Reimbursement Report which identifies all sales taxes received through December 2017 within Woodbridge Crossing for the City General Fund, the WEDC, and the 4B. As a reminder, the City and WEDC reimbursed 85% of all sales tax generated within Woodbridge Crossing through September 2013 with the reimbursement percentage reduced to 65% thereafter. Due to the default under the Amended and Restated Performance Agreement, Woodbridge Crossing is only eligible to receive up to $6 million in sales WEDC- Staff Report January 12, 2018 Page 2 of 3 tax reimbursement through September 2021 as opposed to the maximum reimbursement of$12 million originally contemplated. $4,679,265.66 in reimbursement has been earned through December 2017 with net receipts of $3,940,499.25 after reimbursements. As well, it is estimated that $4.7 mm has been paid in ad valorem taxes to the City of Wylie (excluding the WISD) for a total of$8.6 mm in tax revenue, net of reimbursements, since October 2009. As shown on the Sales Tax Reimbursement Report, $94,985.80 was generated in sales tax in October 2017 versus $104,435.88 in October 2016. This represents a 9.05% decrease over 2016 receipts. Woodbridge Centre Within the Kroger-anchored center, $9,324.76 in sales tax was generated in October 2017 with $2,331.19 subject to reimbursement. October 2017 sales represent a 18% decrease over 2016. Even with this decrease in October, this quarter represents the second largest in sales since the opening of the center and IHOP is still not reflected in the sales tax reports generated by the Comptroller. We have followed up with the State Comptroller's office and they assure us IHOP will be added to the report once they begin to submit payments. As reported previously, Pet Supplies Plus has broken ground with Credit Union of Texas to begin in January as well. Both concepts were approved at Council on October 10th. Environmental Activity Summary Attached for the Board's review is a spreadsheet tracking all activities with W&M Environmental for FY 2014-15 and FY 2015-16. W&M has prepared Phase I&II reports for Mann Made,K&M, Business Way, 111 N.Ballard, 908 Kirby,201 Industrial Court,is processing the VCP application for the Commerce property, and processing the Municipal Setting Designation through the City. Hwy 78 WEDC Pad Sites The WEDC is under contract with SCSD-Finnell, Ltd. for the sale of ±1.54 acres for the development of a 10,000-square foot multi-tenant building with approximately 6,000 square feet anticipated in 'restaurant' space. Schlotzlcy's is the only tenant that the WEDC is aware of with Finnell to begin pre-leasing the property. An approximate 1.5-acre tract will remain between CFA and Finnell which is being actively marketed by EDGE Realty. Per discussions within the 12-22-17 WEDC Board Meeting, staff has ordered the parts for water line improvements impacting the Finnell tract. Work should begin on the project within the next thirty days. 544 Gateway Property The TCEQ is in the final stages of review for the VCP Certificate of Completion for the Commerce Street property which includes the Dallas Whirlpool property and the Commerce Street property. If the timing is similar to the CFA site, we should receive a Certificate of Completion within 4— WEDC- Staff Report January 12, 2018 Page 3 of 3 6 weeks. There will be some additional costs to close the site which involves plugging all wells, etc. As of January 9th, the City site adjacent to the KCS line was too wet to get a drill rig onto the property to begin evaluation of the groundwater. As reported previously, the only data that we have is 10-years old so we will refresh the data to determine the extent of the remediation required and anticipated need of a MSD. DCU, Inc. The foundation has yet to be poured with the building to be delivered in late January. No other update at this time. Leadership Wylie The WEDC participated in Leadership Wylie on January 11th which involved a presentation, a bus tour of WEDC active projects, and a tour of Exco Extrusion Dies on Hensley. Pertaining to Exco, staff accelerated evaluation of their performance measures due in February and determined they had met all obligations. Following the tour, Incentive Payment No. 2 in the amount of$20,000 was presented to the General Manager who was extremely appreciative and equally grateful that a group of local citizens/business leaders take such an active interest in their business operations. WEDC Promotional Activity Included in your packet is the report on usage of Mavericks tickets. Regional Housing Starts Eighteen homes were permitted in Wylie for the month of December 2017. Sachse, Lavon, Murphy permitted a combined forty-three with Inspiration permitting eighteen over the same period. No action is requested by staff for this item. Attachments Performance Agreement Summary W&M Activity Report Promotional Activity Log Regional Housing Permits Woodbridge Crossing Sales Tax Reimbursement Report Filing Allocation City of 4B WEDC Applicable WEDC City Total Period Period Wylie (1%) (0.5%) (0.5%) Total Rate (%) Reimbursement Reimbursement Reimbursement Oct-09 Dec-09 $17,612.55 $8,806.27 $8,806.27 $35,225.09 0.85 7,485.33 $14,970.66 $22,455.99 Nov-09 Jan-10 21,995.30 10,997.65 10,997.65 43,990.60 0.85 9,348.00 18,696.01 28,044.01 Dec-09 Feb-10 40,289.26 20,144.63 20,144.63 80,578.52 0.85 17,122.94 34,245.87 51,368.81 Sub-Total 159,794.21 33,956.27 67,912.54 101,868.81 Jan-10 Mar-10 16,017.96 8,008.98 8,008.98 32,035.92 0.85 6,807.63 13,615.27 20,422.90 Feb-10 Apr-10 18,392.59 9,196.29 9,196.29 36,785.17 0.85 7,816.85 15,633.70 23,450.55 Mar-10 May-10 24,382.07 12,191.03 12,191.03 48,764.13 0.85 10,362.38 20,724.76 31,087.13 Sub-Total 117,585.22 24,986.86 49,973.72 74,960.58 Apr-10 Jun-10 16,991.53 8,495.76 8,495.76 33,983.05 0.85 7,221.40 14,442.80 21,664.19 May-10 Jul-10 19,588.24 9,794.12 9,794.12 39,176.48 0.85 8,325.00 16,650.00 24,975.01 Jun-10 Aug-10 24,662.64 12,331.32 12,331.32 49,325.28 0.85 10,481.62 20,963.24 31,444.87 Sub-Total 122,484.81 26,028.02 52,056.04 78,084.07 Jul-10 Sep-10 18,344.56 9,172.28 9,172.28 36,689.12 0.85 7,796.44 15,592.88 23,389.31 Aug-10 Oct-10 20,401.73 10,200.87 10,200.87 40,803.46 0.85 8,670.74 17,341.47 26,012.21 Sep-10 Nov-10 22,301.22 11,150.61 11,150.61 44,602.43 0.85 9,478.02 18,956.03 28,434.05 Sub-Total 122,095.01 25,945.19 51,890.38 77,835.57 Oct-10 Dec-10 18,800.19 9,400.10 9,400.10 37,600.38 0.85 7,990.08 15,980.16 23,970.24 Nov-10 Jan-11 25,735.09 12,867.54 12,867.54 51,470.17 0.85 10,937.41 21,874.82 32,812.23 Dec-10 Feb-11 42,668.92 21,334.46 21,334.46 85,337.83 0.85 18,134.29 36,268.58 54,402.87 Audit Adjust. Oct-10 5,065.71 2,532.86 2,532.86 10,131.42 0.85 2,152.93 4,305.85 6,458.78 Sub-Total 184,539.80 39,214.71 78,429.42 117,644.12 Jan-11 Mar-11 18,295.33 9,147.66 9,147.66 36,590.65 0.85 7,775.51 15,551.03 23,326.54 Feb-11 Apr-11 25,185.02 12,592.51 12,592.51 50,370.04 0.85 10,703.63 21,407.27 32,110.90 Mar-11 May-11 39,822.31 19,911.15 19,911.15 79,644.61 0.85 16,924.48 33,848.96 50,773.44 Sub-Total 166,605.30 35,403.63 70,807.25 106,210.88 Apr-11 Jun-11 33,456.49 16,728.25 16,728.25 66,912.98 0.85 14,219.01 28,438.02 42,657.02 Woodbridge Crossing Sales Tax Reimbursement Report Page 2 Filing Allocation City of 4B WEDC Applicable WEDC City Total Period Period Wylie (1%) (0.5%) (0.5%) Total Rate (%) Reimbursement Reimbursement Reimbursement May-11 Jul-11 50,192.64 25,096.32 25,096.32 100,385.28 0.85 21,331.87 42,663.74 63,995.62 Jun-11 Aug-11 43,639.11 21,819.56 21,819.56 87,278.22 0.85 18,546.62 37,093.24 55,639.87 Sub-Total 254,576.48 54,097.50 108,195.00 162,292.51 Jul-11 Sep-11 31,551.34 15,775.67 15,775.67 63,102.67 0.85 13,409.32 26,818.63 40,227.95 Aug-11 Oct-11 32,798.19 16,399.09 16,399.09 65,596.37 0.85 13,939.23 27,878.46 41,817.69 Sep-11 Nov-11 36,136.64 18,068.32 18,068.32 72,273.27 0.85 15,358.07 30,716.14 46,074.21 Sub-Total 200,972.31 42,706.62 85,413.23 128,119.85 Oct-11 Dec-11 31,701.68 15,850.84 15,850.84 63,403.35 0.85 13,473.21 26,946.42 40,419.64 Nov-11 Jan-12 40,631.94 20,315.97 20,315.97 81,263.88 0.85 17,268.57 34,537.15 51,805.72 Dec-11 Feb-12 66,403.17 33,201.59 33,201.59 132,806.34 0.85 28,221.35 56,442.69 84,664.04 Sub-Total 277,473.57 58,963.13 117,926.27 176,889.40 Jan-12 Mar-12 28,180.49 14,090.24 14,090.24 56,360.97 0.85 11,976.71 23,953.41 35,930.12 Feb-12 Apr-12 32,824.36 16,412.18 16,412.18 65,648.71 0.85 13,950.35 27,900.70 41,851.05 Mar-12 May-12 42,213.75 21,106.88 21,106.88 84,427.50 0.85 17,940.84 35,881.69 53,822.53 Sub-Total 206,437.18 43,867.90 87,735.80 131,603.70 Apr-12 Jun-12 33,749.69 16,874.85 16,874.85 67,499.38 0.85 14,343.62 28,687.24 43,030.85 May-12 Jul-12 35,756.08 17,878.04 17,878.04 71,512.15 0.85 15,196.33 30,392.66 45,589.00 Jun-12 Aug-12 43,423.09 21,711.55 21,711.55 86,846.18 0.85 18,454.81 36,909.63 55,364.44 Sub-Total 225,857.71 47,994.76 95,989.53 143,984.29 Jul-12 Sep-12 32,945.51 16,472.76 16,472.76 65,891.02 0.85 14,001.84 28,003.68 42,005.53 Aug-12 Oct-12 33,981.49 16,990.74 16,990.74 67,962.97 0.85 14,442.13 28,884.26 43,326.39 Sep-12 Nov-12 39,669.19 19,834.60 19,834.60 79,338.38 0.85 16,859.41 33,718.81 50,578.22 Sub-Total 213,192.37 45,303.38 90,606.76 135,910.14 Oct-12 Dec-12 61,352.09 30,676.05 30,676.05 122,704.18 0.85 26,074.64 52,149.28 78,223.91 Nov-12 Jan-13 13,760.37 6,880.18 6,880.18 27,520.73 0.85 5,848.16 11,696.31 17,544.47 Dec-12 Feb-13 68,951.35 34,475.67 34,475.67 137,902.69 0.85 29,304.32 58,608.64 87,912.96 Sub-Total 288,127.60 61,227.11 122,454.23 183,681.35 Jan-13 Mar-13 37,264.78 18,632.39 18,632.39 74,529.55 0.85 15,837.53 31,675.06 47,512.59 Woodbridge Crossing Sales Tax Reimbursement Report Page 3 Filing Allocation City of 4B WEDC Applicable WEDC City Total Period Period Wylie(1%) (0.5%) (0.5%) Total Rate (%) Reimbursement Reimbursement Reimbursement Feb-13 Apr-13 32,499.58 16,249.79 16,249.79 64,999.15 0.85 13,812.32 27,624.64 41,436.96 Mar-13 May-13 42,416.25 21,208.13 21,208.13 84,832.50 0.85 18,026.91 36,053.81 54,080.72 Sub-Total 224,361.20 47,676.76 95,353.51 143,030.27 Apr-13 Jun-13 31,950.38 15,975.19 15,975.19 63,900.76 0.85 13,578.91 27,157.82 40,736.73 May-13 Jul-13 35,623.93 17,811.97 17,811.97 71,247.86 0.85 15,140.17 30,280.34 45,420.51 Jun-13 Aug-13 44,805.27 22,402.63 22,402.63 89,610.53 0.85 19,042.24 38,084.48 57,126.71 Sub-Total 224,759.15 47,761.32 95,522.64 143,283.96 Jul-13 Sep-13 30,171.94 15,085.97 15,085.97 60,343.87 0.85 12,823.07 25,646.14 38,469.22 Aug-13 Oct-13 31,615.59 15,807.80 15,807.80 63,231.18 0.85 13,436.63 26,873.25 40,309.88 Sep-13 Nov-13 34,215.75 17,107.88 17,107.88 68,431.50 0.85 14,541.69 29,083.39 43,625.08 Sub-Total 192,006.55 40,801.39 81,602.78 122,404.18 Oct-13 Dec-13 30,192.68 15,096.34 15,096.34 60,385.36 0.65 9,812.62 19,625.24 29,437.86 Nov-13 Jan-14 40,059.94 20,029.97 20,029.97 80,119.87 0.65 13,019.48 26,038.96 39,058.44 Dec-13 Feb-14 60,106.82 30,053.41 30,053.41 120,213.63 0.65 19,534.71 39,069.43 58,604.14 Sub-Total 260,718.86 42,366.81 84,733.63 127,100.44 Jan-14 Mar-14 34,887.18 17,443.59 17,443.59 69,774.35 0.65 11,338.33 22,676.66 34,015.00 Feb-14 Apr-14 39,550.17 19,775.09 19,775.09 79,100.34 0.65 12,853.81 25,707.61 38,561.42 Mar-14 *May-14 50,095.00 25,047.50 25,047.50 100,190.00 0.65 16,280.88 32,561.75 48,842.63 Sub-Total 249,064.69 40,473.01 80,946.02 121,419.04 Apr-14 Jun-14 42,836.52 21,418.26 21,418.26 85,673.03 0.65 13,921.87 27,843.73 41,765.60 May-14 Jul-14 44,483.44 22,241.72 22,241.72 88,966.88 0.65 14,457.12 28,914.24 43,371.35 Jun-14 Aug-14 54,191.06 27,095.53 27,095.53 108,382.12 0.65 17,612.09 35,224.19 52,836.28 Sub-Total 283,022.03 45,991.08 91,982.16 137,973.24 Jul-14 Sep-14 41,601.13 20,800.56 20,800.56 83,202.25 0.65 13,520.37 27,040.73 40,561.10 Aug-14 Oct-14 46,838.76 23,419.38 23,419.38 93,677.52 0.65 15,222.60 30,445.19 45,667.79 Sep-14 Nov-14 58,574.10 29,287.05 29,287.05 117,148.19 0.65 19,036.58 38,073.16 57,109.74 Sub-Total 294,027.96 47,779.54 95,559.09 143,338.63 Oct-14 Dec-14 46,397.97 23,198.98 23,198.98 92,795.93 0.65 15,079.34 30,158.68 45,238.02 Woodbridge Crossing Sales Tax Reimbursement Report Page 4 Filing Allocation City of 4B WEDC Applicable WEDC City Total Period Period Wylie (1%) (0.5%) (0.5%) Total Rate (%) Reimbursement Reimbursement Reimbursement Nov-14 Jan-15 62,438.87 31,219.43 31,219.43 124,877.73 0.65 20,292.63 40,585.26 60,877.89 Dec-14 Feb-15 93,019.09 46,509.54 46,509.54 186,038.17 0.65 30,231.20 60,462.41 90,693.61 Sub-Total 403,711.83 65,603.17 131,206.34 196,809.52 Jan-15 Mar-15 42,919.35 21,459.67 21,459.67 85,838.69 0.65 13,948.79 27,897.57 41,846.36 Feb-15 Apr-15 44,299.71 22,149.86 22,149.86 88,599.42 0.65 14,397.41 28,794.81 43,192.22 Mar-15 May-15 61,991.88 30,995.94 30,995.94 123,983.76 0.65 20,147.36 40,294.72 60,442.08 Sub-Total 298,421.87 48,493.55 96,987.11 145,480.66 Apr-15 Jun-15 47,156.82 23,578.41 23,578.41 94,313.63 0.65 15,325.96 30,651.93 45,977.89 May-15 Jul-15 51,820.00 25,910.00 25,910.00 103,639.99 0.65 16,841.50 33,683.00 50,524.50 Jun-15 Aug-15 63,530.67 31,765.34 31,765.34 127,061.34 0.65 20,647.47 41,294.94 61,942.40 Sub-Total 325,014.96 52,814.93 105,629.86 158,444.79 Jul-15 Sep-15 49,814.04 24,907.02 24,907.02 99,628.08 0.65 16,189.56 32,379.13 48,568.69 Aug-15 Oct-15 52,333.38 26,166.69 26,166.69 104,666.76 0.65 17,008.35 34,016.70 51,025.05 Sep-15 Nov-15 54,260.52 27,130.26 27,130.26 108,521.03 0.65 17,634.67 35,269.33 52,904.00 312,815.87 50,832.58 101,665.16 152,497.74 Oct-15 Dec-15 48,763.81 24,381.90 24,381.90 97,527.61 0.65 15,848.24 31,696.47 47,544.71 Nov-15 Jan-16 63,303.62 31,651.81 31,651.81 126,607.23 0.65 20,573.67 41,147.35 61,721.02 Dec-15 Feb-16 99,187.99 49,594.00 49,594.00 198,375.98 0.65 32,236.10 64,472.19 96,708.29 422,510.82 68,658.01 137,316.02 205,974.02 Jan-16 Mar-16 49,991.19 24,995.59 24,995.59 99,982.37 0.65 16,247.14 32,494.27 48,741.41 Feb-16 Apr-16 42,000.94 21,000.47 21,000.47 84,001.87 0.65 13,650.30 27,300.61 40,950.91 Mar-16 May-16 63,385.72 31,692.86 31,692.86 126,771.44 0.65 20,600.36 41,200.72 61,801.08- 310,755.68 50,497.80 100,995.60 151,493.39 Apr-16 Jun-16 50,205.20 25,102.60 25,102.60 100,410.40 0.65 16,316.69 32,633.38 48,950.07 May-16 Jul-16 55,183.98 27,591.99 27,591.99 110,367.95 0.65 17,934.79 35,869.58 53,804.38 Jun-16 Aug-16 75,925.05 37,962.53 37,962.53 151,850.10 0.65 24,675.64 49,351.28 74,026.92 362,628.45 58,927.12 117,854.25 176,781.37 Jul-16 Sep-16 46,925.74 23,462.87 23,462.87 93,851.48 0.65 15,250.87 30,501.73 45,752.60 Woodbridge Crossing Sales Tax Reimbursement Report Page 5 Filing Allocation City of 4B WEDC Applicable WEDC City Total Period Period Wylie (1%) (0.5%) (0.5%) Total Rate(%) Reimbursement Reimbursement Reimbursement Aug-16 Oct-16 63,826.65 31,913.33 31,913.33 127,653.30 0.65 20,743.66 41,487.32 62,230.98 Sep-16 Nov-16 59,856.95 29,928.48 29,928.48 119,713.90 0.65 19,453.51 38,907.02 58,360.53 341,218.68 55,448.04 110,896.07 166,344.11 Oct-16 Dec-16 52,217.94 26,108.97 26,108.97 104,435.88 0.65 16,970.83 33,941.66 50,912.49 Nov-16 Jan-17 71,458.61 35,729.30 35,729.30 142,917.21 0.65 23,224.05 46,448.09 69,672.14 Dec-16 Feb-17 92,409.12 46,204.56 46,204.56 184,818.23 0.65 30,032.96 60,065.92 90,098.89 432,171.32 70,227.84 140,455.68 210,683.52 Jan-17 Mar-17 50,495.21 25,247.60 25,247.60 100,990.41 0.65 16,410.94 32,821.88 49,232.82 Feb-17 Apr-17 50,638.18 25,319.09 25,319.09 101,276.35 0.65 16,457.41 32,914.81 49,372.22 Mar-17 May-17 61,943.65 30,971.83 30,971.83 123,887.30 0.65 20,131.69 40,263.37 60,395.06 326,154.06 53,000.03 106,000.07 159,000.10 Apr-17 Jun-17 49,482.64 24,741.32 24,741.32 98,965.28 0.65 16,081.86 32,163.72 48,245.57 May-17 Jul-17 59,698.44 29,849.22 29,849.22 119,396.87 0.65 19,401.99 38,803.98 58,205.97 Jun-17 Aug-17 78,250.78 39,125.39 39,125.39 156,501.55 0.65 25,431.50 50,863.00 76,294.51 374,863.70 60,915.35 121,830.70 182,746.05 Jul-17 Sep-17 47,207.44 23,603.72 23,603.72 94,414.88 0.65 15,342.42 30,684.84 46,027.25 Aug-17 Oct-17 57,759.81 28,879.91 28,879.91 115,519.62 0.65 18,771.94 37,543.88 56,315.81 Sep-17 Nov-17 68,437.68 34,218.84 34,218.84 136,875.36 0.65 22,242.25 44,484.49 66,726.74 346,809.86 56,356.60 112,713.20 169,069.81 Oct-17 Dec-17 47,492.90 23,746.45 23,746.45 94,985.80 0.65 15,435.19 30,870.39 46,305.58 Nov-17 Jan-18 0.00 0.00 0.00 0.65 0.00 0.00 0.00 Dec-17 Feb-18 0.00 0.00 0.00 0.65 0.00 0.00 0.00 94,985.80 15,435.19 30,870.39 46,305.58 Totals 8,619,764.91 1,559,755.22 3,119,510.44 4,679,265.66 Note: Anticipated completion date for$6 mm incentive obligation -October 2019 CSD Woodbridge Centre Sales Tax Reimbursement Report Filing Allocation City 4B WEDC WEDC Period Period 1.00% 0.50% 0.50% Total Reimbursement Jan-14 Mar-14 $500.33 $250.17 $250.17 $1,000.66 $250.17 Sub-Total 1,000.66 250.17 Feb-14 Apr-14 608.31 304.16 304.16 1,216.62 304.16 Mar-14 May-14 819.13 409.57 409.57 1,638.26 409.57 Apr-14 Jun-14 1,474.84 737.42 737.42 2,949.67 737.42 Sub-Total 5,804.55 1,451.14 May-14 Jul-14 1,856.70 928.35 928.35 3,713.39 928.35 Jun-14 Aug-14 25,686.18 12,843.09 12,843.09 51,372.36 12,843.09 Jul-14 Sep-14 1,482.27 741.14 741.14 2,964.54 741.14 Sub-Total 58,050.29 14,512.57 Aug-14 Oct-14 1,927.17 963.59 963.59 3,854.34 $963.59 Sep-14 Nov-14 32,934.65 16,467.32 16,467.32 65,869.29 16,467.32 Oct-14 Dec-14 1,998.92 999.46 999.46 3,997.84 999.46 Sub-Total 73,721.47 18,430.37 Nov-14 Jan-15 2,885.15 1,442.58 1,442.58 5,770.30 1,442.58 Dec-14 Feb-15 29,624.02 14,812.01 14,812.01 $59,248.04 $14,812.01 Jan-15 Mar-15 6,488.22 3,244.11 3,244.11 $12,976.44 $3,244.11 Sub-Total $77,994.78 $19,498.70 Feb-15 Apr-15 5,694.92 2,847.46 2,847.46 11,389.83 2,847.46 Mar-15 May-15 31,176.75 15,588.37 15,588.37 $62,353.49 $15,588.37 Apr-15 Jun-15 5,390.41 2,695.20 2,695.20 $10,780.81 $2,695.20 Sub-Total $84,524.13 $21,131.03 May-15 Jul-15 6,467.00 3,233.50 3,233.50 12,934.00 3,233.50 Jun-15 Aug-15 32,110.31 16,055.16 16,055.16 $64,220.62 $16,055.16 Jul-15 Sep-15 5,548.58 2,774.29 2,774.29 $11,097.15 $2,774.29 Sub-Total $88,251.77 $22,062.94 Aug-15 Oct-15 5,683.49 2,841.74 2,841.74 11,366.97 2,841.74 Sep-15 Nov-15 41,414.13 20,707.06 20,707.06 $82,828.25 $20,707.06 Oct-15 Dec-15 6,007.81 3,003.91 3,003.91 $12,015.62 $3,003.91 Sub-Total $106,210.84 $26,552.71 Nov-15 Jan-16 6,246.73 3,123.36 3,123.36 12,493.45 3,123.36 Dec-15 Feb-16 38,577.49 19,288.74 19,288.74 $77,154.97 $19,288.74 CSD Woodbridge Centre Sales Tax Reimbursement Report Jan-16 Mar-16 5,383.48 2,691.74 2,691.74 $10,766.95 $2,691.74 Sub-Total $100,415.37 $25,103.84 Feb-16 Apr-16 5,556.02 2,778.01 2,778.01 11,112.03 2,778.01 Mar-16 May-16 35,400.22 17,700.11 17,700.11 $70,800.43 $17,700.11 Apr-16 Jun-16 5,929.35 2,964.67 2,964.67 $11,858.69 $2,964.67 Sub-Total $93,771.15 $23,442.79 May-16 Jul-16 5,622.45 2,811.22 2,811.22 11,244.89 2,811.22 Jun-16 Aug-16 36,078.78 18,039.39 18,039.39 $72,157.55 $18,039.39 Jul-16 Sep-16 5,553.88 2,776.94 2,776.94 $11,107.76 $2,776.94 Sub-Total $94,510.20 $23,627.55 Aug-16 Oct-16 5,386.52 2,693.26 2,693.26 $10,773.03 2,693.26 Sep-16 Nov-16 45,851.97 22,925.99 22,925.99 $91,703.94 $22,925.99 Oct-16 Dec-16 5,712.60 2,856.30 2,856.30 $11,425.19 $2,856.30 Sub-Total $113,902.16 $28,475.54 Nov-16 Jan-17 5,534.56 2,767.28 2,767.28 $11,069.11 2,767.28 Dec-16 Feb-17 39,832.46 19,916.23 19,916.23 $79,664.92 $19,916.23 Jan-17 Mar-17 5,210.39 2,605.20 2,605.20 $10,420.78 $2,605.20 Sub-Total $101,154.81 $25,288.70 Feb-17 Apr-17 5,350.85 2,675.42 2,675.42 $10,701.69 2,675.42 Mar-17 May-17 35,935.03 17,967.52 17,967.52 $71,870.06 $17,967.52 Apr-17 Jun-17 5,446.64 2,723.32 2,723.32 $10,893.27 $2,723.32 Sub-Total $93,465.02 $23,366.26 May-17 Jul-17 6,978.40 3,489.20 3,489.20 $13,956.79 3,489.20 Jun-17 Aug-17 35,612.74 17,806.37 17,806.37 $71,225.48 $17,806.37 Jul-17 Sep-17 5,225.94 2,612.97 2,612.97 $10,451.87 $2,612.97 Sub-Total $95,634.14 $23,908.54 Aug-17 Oct-17 5,692.90 2,846.45 2,846.45 $11,385.79 2,846.45 Sep-17 Nov-17 46,321.69 23,160.85 23,160.85 $92,643.38 $23,160.85 Oct-17 Dec-17 4,662.38 2,331.19 2,331.19 $9,324.76 $2,331.19 Sub-Total $113,353.93 $28,338.48 Total $1,301,765.27 $325,441.32 Outstanding Performance Agreement Summary Company Performance Obligations Expiration Incentive Comment/Notes All State Fire Equipment A. CO 9,300 sf office/warehouse; construction documents for$788,000 4/15/2016 $20,000 Paid B. Valuation of$1,100,000 2/1/2017 $20,000 Paid C. Valuation of$900,000 2/1/2018 $20,000 B&B Theatres Phase I -CO 56,000 sf, 12 screen theater; documentation of$600,000; documentation of total expend.for land, improvements and personal property of$10,000,000. 12/31/2013 $100,000 Paid Cumulative valuation amended to$7,300,000 12/31/2014 $25,000 Paid 12/31/2015 $25,000 Paid 12/31/2016 $25,000 Paid 12/31/2017 $25,000 12/31/2018 $25,000 Total Incentive not to B&B Theatres Sales Tax Reimb. Qrtly Sales Tax Reimbursement equal to .005 12-18 Annually exceed $600,000 CSD Woodbridge Phase I -Acquire property for 110,000 sf Kroger by 7/31/2016; CO by 3/31/2014 3/31/2014 $100,000 Paid Phase II-CO for 120,600 sf retail space Sales tax (completed) 3/31/2014 reimburse quarterly Phase III -CO for 127,600 sf retail space Sales tax (completed) 3/31/2017 reimburse quarterly Cumulative incentive not to exceed $1.1 mm. Phase IV-CO for 134,600 sf retail space Sales tax Reimbursement (completed) 3/31/2019 reimburse spreadsheet attached. Outstanding Performance Agreement Summary Dank Real Estate-2 la. Documentation of company's application for CO for a 10,140 sf expansion at 2016 Windo cir.; permit fee receipt for not less tha $15,600 (overage to be paid by WEDC), documentation for construction costs of$1,500,000; current on ad valorem taxes;verification of employment of 25 full time employees as of 10/25/17. 1/31/2019 $15,600 lb. CO for a 10,140 sf expansion at 2016 Windo cir. 1/31/2019 $21,500 2. Minimum valuation of$2,100,000 for real and personal prop.At 216 Windo Cir.; current on ad valorem taxes; ongoing operations of Deanan Popcorn at facility; employment verification of 29 full-time employees. 1/31/2020 $22,900 3. Minimum valuation of$2,100,000 for real and personal prop.At 216 Windo Cir.; current on ad valorem taxes; ongoing operations of Deanan Popcorn at facility; employment verification of 33 full-time employees. 1/31/2021 23,000 DCU, Inc. 1. a. Documentation supporting application to City of Wylie for a CO for a 11,200 sq ft facility located at 2774 Capital; Permit Fee Receipt from City of Wylie for not less than $31,534; Documentation supporting construction cost of$700,000; Documentation supporting expenditure of$25,000 for gas line extension of 670 feet to the easternmost property line; current on Ad valorem taxes;. 8/1/2018 $31,534 1.b. Certificate of Occupancy, 11,200 Sq ft building. 8/1/2018 $18,466 Outstanding Performance Agreement Summary 2. Minimum valuation of$1,200,000 for real and personal Property; current on ad valorem taxes, continuous operations at 2774 Capital. 8/1/2019 $25,000 3. Minimum valuation of$1,200,000 for real and personal Property;current on ad valorem taxes, continuous operations at 2774 Capital. 8/1/2020 $25,000 Exco Extrusion Dies(Texas), Inc. A. CO on 30,000 sf building 2/24/2016 $87,000 I Paid B. On an annual basis maintain appraised value of $7.55 mm, maintain Texas as principal place of business, employ 20 full time employees 2/24/2017 $20,000 Paid 2/24/2018 $20,000 2/24/2019 $20,000 2/24/2020 $20,000 Seller financing on $350,000 note,forgiven annually beginning 1-31-17 in equal amounts of $70,000 2017-2021 $350,000 Forgiveness#1 Get Set, Inc. CO for 6,700 sf building and documentation of $575,000 in construction cost. 5/1/2015 $15,000 Paid Appraised Value of$1,175,000 2/28/2017 $10,000 Paid Appraised Value of$1,175,000 2/28/2018 $10,000 KREA Acquisition, LLC A. Acquire property by 9/1/15; CO for La Quinta Inn &Suites by 11/30/17; confirm $600,000 in construction costs 11/30/2017 $100,000 B. Quarterly incentive payment equal to Occupancy Tax paid to City of Wylie (start date at CO and ending 7 years from 1st Not to exceed $450,000 payment) Start Date: 11/30/17. 11/30/24 total incentive Outstanding Performance Agreement Summary MIKTEN, Inc. A. Construct a 5,970 sf shell commerical building with a minimum capital investment of$300,000. Certificate of Completion. Current on ad valorem taxes as of 1/31 of the year after they are assessed. 10/31/2018 $10,000 B. Finish out of 5,970 sf building evidenced by a Certificate of Occupancy and 100% leased as evidenced by signed lease agreements. 10/31/2019 $10,000 REVA Hospitality A. CO for a 4-story, 60,000 sf, 98 room hotel; documentation of a $9.2 mm in construction costs. 12/31/2017 $100,000 Expired ineligible. B. Quarterly incentive payment equal to Occupancy Tax paid to City of Wylie (start date 6 months from CO and ending 6 years from 1st Not to exceed $350,000 payment) 6/30/24 total incentive Ronald P. and Carole A.Trout A. CoC for 4,944 sf building; documentation $315,000 in construction costs; current on ad valorem taxes. 5/1/2018 $7,500 B. Receipt of documentation by WEDC supporting executed lease of not less than 3,000 sf on or before 12/1/18; CO for not less than 3,000 sf; documentation of minimum cumulative development cost of$340,000; current on ad valorem taxes. 12/1/2018 $7,500 SAF Holland A. Tax Incentive: Maintain on property,taxable personal property owned by Company valued at or above 50%of BPP $14,375,324(Tax Threshold). tax paid in excess of Tax 1/31/2019 Threshold. Outstanding Performance Agreement Summary Maintain on property,taxable personal property owned by Company valued at or above $14,375,324 (Tax Threshold). 1/31/2020 Maintain on property,taxable personal property owned by Company valued at or above $14,375,324 (Tax Threshold). 1/31/2021 B. Employee incentive: Employ up to 45 full-time employees over 133 $1,000/emp (Employee Threshold). One time payment of over Threshold $1,000 per new employee added. 12/31/2017 Employ up to 45 full-time employees over 133 $1,000/emp (Employee Threshold). One time payment of over $1,000 per new employee added. 12/31/2018 Threshold Employ up to 45 full-time employees over 133 $1,000/emp (Employee Threshold). One time payment of over Not to exceed $45,000 $1,000 per new employee added. 12/31/2019 Threshold total incentive. Von Runnen Holdings A. CO for 12,047 sf building; documentation of , $1,250,000 in construction costs. 1/1/2016 $20,000 Paid B. Appraised Value of$1,000,000 1/31/2017 $10,000 Paid C. Appraised Value of$1,000,000 1/31/2018 $10,000 Wedge Corporation A. Documentation of executed Ground Lease, Building Permit; 1/31/2014 $137,500 Loan Advance #1 B. CO for"The Rock" 12/31/2014 $137,500 Loan Advance #2 C. Evidence of Continuous Operation 12/31/2015 $91,666 Loan Advance Forgiven D. Evidence of Continuous Operation 12/31/2016 $91,666, Loan Advance Forgiven E. Evidence of Continuous Operation 12/31/2017 $91,668 Woodbridge Crossing Phase I. CO for Initial Phase including a Super 65%sales tax reimb 2009- Target by 8/1/09. 8/1/2009 2013 ; 85%sales tax reimb Outstanding Performance re ent Summary No further performance requirements. Default imbursement declared reducing maximum incentive from $12 2021 spreadsheet attached mm to$6 mm. W M Environmental Program Tracking Invoiced Date Descr. of Work I Proj.Total 605 Commerce Project Total: 144,911.02 Phase II 4,138.75 2/28/15 Completed Labor: Laura Foss;James Maxwell; Clay Snider; Michael Whitehead Contracted Amt:$11,500 1,967.65 2/28/15 Laboratory 4,878.30 2/28/15 Drilling 124.12 2/28/15 Misc.Supplies 151.25 2/28/15 W&M Equipment 250.00 2/28/15 Vehicle Usage P-2 12.39 8/18/15 Postage 47.50 8/31/15 Labor: Mark Smith Total 11,569.96 VCP(Vol. Cleanup Prog) 10,324.00 6/23/15 Labor: Frank Clark; Laura Foss; Hichael Henn,James Maxwell; Paul Rodusky; Mark Smith; Clay Snider; William Soderstrom; Ross Tucker; Michael Whitehead Contracted Amt: $38,000 3,325.80 6/23/15 Laboratory 1,150.00 6/23/15 Supplies/Permits 690.00 6/23/15. Other Sub-contractors 4.90 6/23/15 Misc.Supplies 1,175.75 7/14/15 Labor: Frank Clark,; Clay Snider; Michael Whitehead 2,632.35 7/14/15 Drilling 9.38 7/14/15 Postage/Shipping/Delivery 32.62 7/14/15 Misc.Supplies 13.23 7/14/15 Mileage 187.50 7/14/15 Vehicle Usage P-2 361.75 7/14/15 W&M Equipment 1,425.00 8/18/15 Labor: Shan Ahmad;James Maxwell; Clay Snider 517.50 8/18/15 Laboratory 3,041.75 8/18/15 Drilling 925.75 8/18/15 Other Sub-contractors 11.16 8/18/15 Misc. Supplies 64.63 8/18/15 W&M Equipment 125.00 8/18/15 Vehicle Usage P-2 1,066.25 8/31/15 Labor: James Maxwell; Clay Snider; Michael Whitehead W M Environmental Program Tracking 893.55 8/31/15 Laboratory 521.25 9/30/15 Labor: Shan Ahmad; Mark Smith; Clay Snider 287.50 10/31/15 Labor: Clay Snider 402.50 12/15/15 Labor: Clay Snider 631.25 12/31/15 Labor: Clay Snider, Michael Whitehead 143.75 12/31/15 Other Sub-contractors 843.75 1/31/16 Labor: Michael Henn, Mark Smith, Clay Snider 1,612.50 2/29/16 Labor: Shan Ahmad, Clay Snider 1,010.85 2/29/16 Laboratory 8.24 2/29/16 Misc.Supplies 396.14 2/29/16 Vehicles/ Equipment 983.75 3/31/16 Labor: Michael Henn,Jeremiah Roy, Clay Snider 142.50 4/30/16 Labor: Jeremiah Roy, Clay Snider Labor: Shan Ahmed,James Maxwell,Antonia Pacholczuk, Paul 3,201.25 6/30/16 Rodusky,Jeremiah Roy, Michael Whitehead, Ross Zapalac 38,163.10 APAR(Affected Property Assessment Report) 805.00 7/14/15 Labor: Clay Snider Completed 87.50 8/18/15 Labor: Michael Henn Contracted Amt: $16,000 2,676.25 8/31/15 Labor: Laura Foss; Michael Henn; Clay Snider 11.73 8/31/15 Misc.Supplies 398.50 8/31/15 Vehicle usage P-2; W&M Equipment 2,880.00 9/30/15 Labor: Shan Ahmad;James Maxwell;Antonia Pacholczuk; Clay Snider; Michael Whitehead. 536.00 10/31/15 Labor: Clay Snider; Frank Clark 38.56 10/31/15 Subcontractors: Postage&Shipping 230.00 12/15/15 Labor: Clay Snider 115.00 12/31/15 Labor: Clay Snider 3,107.50 1/31/16 Labor: Shan Ahmad, Frank Clark, Michael Henn,Jeremiah Roy, Clay Snider 350.00 4/30/16 Labor: Jeremiah Roy 195.00 5/31/16 Labor: Shan Ahmad, Clay Snider 660.00 10/31/16 Labor: Clay Snider W M Environmental Program Tracking 502.50 11/30/16 Labor: Michael Henn,Joshua Hopper, Clay Snider 173.50 12/31/16 Labor: Antonia Pacholczuk, Clay Snider 172.50 1/31/17 Labor: Michael Henn, Clay Snider, Michael Whitehead 317.00 2/28/17 Labor: Frank Clark, Michael Henn,Jeremiah Roy 1,591.00 4/30/17 Labor: Jeremiah Roy,Clay Snider, Michael Whitehead 174.25 5/31/17 Labor: James Maxwell, Clay Snider 555.00 7/31/17 Labor: Frank Clark, Michael Henn, Clay Snider 412.75 9/30/17 Labor: James Maxwell, Clay Snider Total 15,989.54 MSD(Municipal Setting Designation) 393.75 7/14/15 Labor: Michael Henn 384.00 8/18/15 Labor- Frank Clark, Michael Henn Contracted Amt: $25,000 1,336.23 8/18/15 Aerials/Maps/Photos 195.75 8/31/15 Labor: Frank Clark, Michael Henn 1,020.00 9/30/15 Labor: Laura Foss 2_,241.25 10/31/15 Labor: Frank Clark, Michael Henn; Michael Whitehead 87.50 12/15/15 Labor: Michael Henn 1,476.25 12/31/15 Labor: Frank Clark, Holly Stockton, Michael Whitehead 28.44 12/31/15 Mileage 837.50 1/31/16 Frank Clark, Michael Henn 4,292.50 2/29/16 Labor: Shan Ahmad, Frank Clark, Michael Henn,Jeremiah Roy, Clay Snider 97.75 2/29/16 Meals 1,873.75 3/31/16 Labor: Shan Ahmad, Frank Clark,Jeremiah Roy, Clay Snider, Michael Whitehead Labor: Frank Clark, Michael Henn,Jeremiah Roy, Mark Smith, Clay 1,495.00 4/30/16 Snider, Michael Whitehead 221.25 5/31/16 Labor: James Maxwell,Clay Snider 87.50 9/30/16 Labor: Clay Snider, Michael Whitehead 1,516.25 10/31/16 Labor: Frank Clark, Michael Henn, Clay Snider, Micahel Whitehead 903.75 11/30/16 Labor: Michael Henn,Joshua Hopper,Jeremiah Roy, Clay Snider Labor: Frank Clark, Michael Henn,James Maxell,Antonia 2,332.75 12/31/16 Pacholczuk, Clay Snider, Michael Whitehead 24.62 12/31/16 Postage/Shipping/Delivery 131.00 1/31/17 Labor: Frank Clark, Clay Snider W M Environmental Program Tracking 2,827.50 2/28/17 Labor: Frank Clark,James Maxwell,Antonia Pacholczu_k 290.00 3/31/17 Labor: Frank Clark,Antonia Pacholczxuk 385.25 3/31/17 Subcontractors: Postage and Delivery Labor: Frank Clark, Michael Henn,James Maxwell, Michael 678.50 4/30/17 Whitehead. 1,150.00 4/30/1.7 Subcontractors._ Total 26,308.04 Indoor Air Sampling Contract: $3,300 470.00 4/30/16 Labor: Mark Smith, Clay Snider Completed 90.00 5/31/16 Labor: Clay Snider 1,603.75 6/30/16 Labor: Michael Henn, Clay Snider 1,472.00 6/30/16 Other Sub-Contactors: Laboratory Total: 3,635.75 Response Action Plan (RAP) 502.50 7/31/16 Labor: Joshua Hopper, Clay Snider Contract: $10,500 Labor: Frank Clark,Trudy Hasan,James Maxwell, Clay Snider, Ross 2,810.00 8/31/16 Tucker, Michael Whitehead. 36.27 8/31/16 Shipping, postage, delivery 393.75 9/30/16 Labor: Shan Ahmad 770.00 10/31/16 Labor: Michael Henn, Clay Snider, Michael Whitehead 172.50 11/30/16 Labor: Michael Henn,Joshua Hopper 45.00 1/31/17. Labor: Michael Henn 172.50 2/28/17 Labor: Michael Whitehead 704.00 3/31/17 Labor: Joshua Hooper,James Maxwell,Trey Nelson 1,761.00 4/30/17 Labor: Michael Henn,Joshua Hopper, Clay Snider 1,249.00 5/31/17 Labor: Frank Clark,Joshua Hopper, Clay Snider, Michael Whitehead 309.35 6/30/17 Laboratory, Postage,Shipping, Delivery 589.00 7/14/17 Labor: Clay Snider 38.50 7/31/17 Labor: James Maxwell 61.09 7/31/17 Subcontractors: Postage/Shipping Total: 9,614.46 Soil Excavation Contract: $19,700 93.00 1/31/17 Labor: Clay Snider W M Environmental Program Tracking Change Order:$18,500 Labor: Michael Henn,Joshua Hopper,Trey Nelson, Clay Snider, 2,643.00 2/28/17 Michael Whitehead Total Contract: $38,200 1,972.25 2/28/17 Subcontractors: Laboratory($1,167.25), Other($805) 18.02 2/28/17 Reimbursable Expenses: Misc.Supplies Labor: Andrew Adams, Nicholas Foreman, Michael Henn,Trey 2,012.40 3/31/17 Nelson, Clay Snider, Michael Whitehead 15,568.98 3/31/17 Laboratory; Other Sub-contractors 748.00 4/30/17 Labor: Andrew Adams, Frank Clark, Michael Henn,Clay Snider Subcontractors: Laboratory($738.30) and Other Subcontractors 6,097.53 4/30/17 ($5359.23) 372.00 5/31/17 Labor: Clay Snider 621.00 5/31/17 Laboratory Total 30,146.18 Response to TCEQ 458.75 10/31/16 Labor: Michael Henn, Clay Snider Contract: $2,500 1,841.15 10/31/16 Subcontractors: Laboratory($1,381.15), Drilling ($460) 402.50 11/30/16 Labor: Michael Whitehead Total: 2,702.40 Groundwater Sampling: 515.00 7/31/17 Labor: Michael Henn,Joshua Hopper, Clay Snider Contract: $3,900 1,490.00 8/31/17 Labor: Clay Snider,Joshua Hopper 1,577.56 8/31/17 Subcontractors: Laboratory,Supplies, Permits, Equip Rental 315.00 8/31/17 Vehicle/Equipment Usage 3,897.56 RAER and Submit to TCEQ 775.00 7/31/17 Labor: Clay Snider Labor: Frank Clark, Michael Henn,Joshua Hopper,Antonia Contract: $3,300 1,824.75 8/31/17 Pacholczuk, Clay Snider --- —-------------- -- 9.14 8/31/17 Postage/Shipping/Delivery 266.00 9/30/17 Labor: Frank Clark, Clay Snider 9.14 9/30/17 Postage/Shipping/Delivery 2,884.03 900-908 Kirby Project Total: 26,602.31 Phase I -Contract$2,800 2,800.00 10/31/16 Completed 2,800.00 W M Environmental Program Tracking Limited Phase it- Labor: Shan Ahmad, Michael Henn,Joshua Hopper, Clay Snider, Contract$17,000 4,052.50 9/30/16 Michael Whitehead 11.18 9/30/16 Mileage 227.25 9/30/16 Vehicle Usage/W&M Equipment 937.50 10/31/16 Labor: Shan Ahmad, Michael Henn, Clay Snider, Michael Whitehead 11,450.55 10/31/16 Subcontractors: Laboratory($3,685.75), Drilling($7,764.80) 98.36 10/31/16 Misc.Supplies 218.75 10/31/16 Vehicle Usage/W&M Equipment 16,996.09 Soil Management Plan 871.00 4/30/17 Soil Management Plan: James Maxwell, Clay Snider, Michael Whitehead 544 Gateway 553.75 5/31/17 Labor: James Maxwell,Trey Nelson, Clay Snider Contract: $7,000 352.50 5/31/17 PM &Assistance: Michael Henn, Michael Whitehead 716.25 6/30/17 Labor: James Maxwell, Clay Snider 53.71 6/30/17 Supplies& Permits Project Mgmg&Assistance: Frank Clark, Michael Henn,James 2,021.50 6/30/17 Maxwell, Michael Whitehead 483.00 7/31/17 Labor: Frank Clark, Clay Snider 165.31 7/31/17 Subcontractors: Postage/shiping 135.00 7/31/17 PM &Assistance: Michael Henn 124.00 8/31/17 Develop Soil Management Plan: Clay Snider 1,061.00 8/31/17 PM &Assistance: Frank Clark, Michael Henn, Clay Snider 9.20 8/31/17 Reimbursable Exp: Gas/Parking/Tolls 260.00 9/30/17 Labor: Frank Clark, Michel Henn 6,806.22 Hwy 78-CFA VCP Project Total: 63,190.07 Contract$68,000 1,233.00 1/31/17 Labor: Frank Clark, Clay Snider, Michael Whitehead Proj. Mtgs: Frank Clark. Michael Henn,James Maxwell,Trey Nelson, 1,134.25 2/28/17 Michael Whitehead Subsurface Investigations: Frank Clark,Joshua Hopper,James 'Maxwell,Trey Nelson,Jeremiah Roy, Clay Snider, Michael 5,060.00 2/28/17 'Whitehead 9,184.48 2/28/17 Subcontractors: Laboratory($1,597.35), Drilling($7,587.13) 570.77 2/28/17 Supplies W M Environmental Program Tracking 575.50 2/28/17 Vehicles& Equipment 1,794.00 2/28/17 VCP Application: Frank Clark, Clay Snider 108.00 2/28/17 Drinking Water Survey: Jeremiah Roy 400.00 2/28/17 Affected Property Assessment Report- Frank Clark 155.00 3/31/17 Proj. Mgmt Labor: Clay Snider 1,856.00 3/31/17 Subsurface Investigation: Frank Clark,Joshua Hopper, Clay Snider 4,893.25 3/31/17 Subsurface Investigation -Subcontractors: Laboratory, Drilling 65.98 3/31/17 Subsurface Investigation-Reimbursable Expenses: Misc Supplies 374.31 3/31/17 Subsurface investigation-Vehicles& Equipment VCP Application: Michael Henn,James Maxwell,Trey Nelson, 718.75 3/31/17 Jeremiah Roy, Michael Whitehead 1,220.14 3/31/17 VCP Investigation: Supplies, permits, postage, shipping delivery 1,580.00 3/31/17 Drinking Water Survey: Jeremiah Roy, Clay Snider Affected Property Assessment Report- Frank Clark,Joshua Hopper, James Maxwell,Trey Nelson,Jeremiah Roy, Clay Snider, Holly 8,052.25 3/31/17 Stockton, Michael Whitehead 287.50 4/30/17 Proj. Mgmt Mtgs (Michael Whitehead); Other Sub-contractors; APAR(Frank Clark, Michael Henn,James Maxell,Trey Nelson,Antonia Pacholozuk,Jeremiah Roy, Clay Snider, 2,012.50 4/30/17 Holly Stockton, Michael Whitehead) DWS (Frank Clark,James Maxwell,Jeremiah Roy, Clay Snider, 1,044.50 4/30/17 Michael Whitehead) 245.27 4/30/17 Aerials/Maps/Photos/Postage/Shipping APAR(Frank Clark, Michael Henn,James Maxell,Trey Nelson, Antonia Pacholozuk,Jeremiah Roy, Clay Snider, Holly Stockton, 5,818.25 4/30/17 Michael Whitehead) 30.74 4/30/17 Postage, Delivery, Shipping 501.50 5/31/17 Project Mgmt& Meetings: Frank Clark,James Maxwell, Clay Snider W M Environmental Program Tracking Project Mgmt& Meetings: Frank Clark, Michael Henn,Trey Nelson, 2,097.25 6/30/17 Clay Snider, Michael Whitehead 462.00 6/30/17 Labor: Trey Nelson 92.50 6/30/17 Vehicles& Equipment 284.00 7/31/17 Project Mgmt&Meetings: Frank Clark,Clay Snider 1,842.50 7/31/17 Subsurface Investigation: Trey Nelson,Joshua Hopper,Clay Snider 3,090.91 7/31/17 Drilling& Laboratory 81.25 7/31/17 Vehicles& Equipment 1,414.00 8/31/17 Project Mgmt& Meetings: Frank Clark, Clay Snider 17.86 8/31/17 Sub-contractors: Postage/shipping/delivery 19.25 8/31/17 Subsurface Investigations: James Maxwell 1,220.00 9/30/17 Project Mgmt& Meetings: Michael Henn, Clay Snider 231.00 9/30/17 Labor: Trey Nelson 35.36 9/30/17 Supplies/Permits 93.75 9/30/17 Vehicles& Equipment 341.00 10/31/17 Labor: Clay Snider 494.50 10/31/17 Other Sub-contractors: Removal of 2-55 gallon drums 468.00 11/30/17 Project Mgmt&Meetings: Frank Clark,Samuel Lewis,Clay Snider 264.00 12/31/17 Labor: Joshua Hopper 1,725.00 12/31/17 Other Subcontractors-Plugging Wells following TCEQ clearance. 63,190.07 Kirby- Former CRI Project Total: 910.00 Contract$27,950 910.00 11/30/17 Labor: Frank Clark, Michael Henn 910.00 Spent Contracted Total W&M Expenditures: 235,613.40 $274,950 WEDC Promotional Activities 2017-2018 Mavericks Tickets Date Attendees October 2, 2017 ECD, LP (Preseason) October 23, 2017 TGB Group, Edge, John T. Evans November 11, 2017 Coventry Reserve -Auction Donation November 17, 2017 Deanan Gourmet Popcorn November 18, 2017 Wylie Elite-John Von Runnen December 2, 2017 SAF Holland December 4, 2017 Heath & Heath December 18, 2017 NAI -Andrew Shaw January 7, 2018 Edge Realty January 13, 2018 Finnell Group WEDC Activity Log Prestonwood Country Club DATE WEDC CONTACT BUSINESS CONTACT DESCRIPTION OF CHARGE AMOUNT 11/1/17 Satterwhite Allen Dining, Golf 154.26, 11/29/17 Satterwhite Jamison, Brokaw, Sharp,Albert Dining, Golf 383.99 10/31/17 n/a n/a November Dues& Fees 679.00 1,217.25 Regional Housing Permits Wylie Lavon 09 10 11 12 13 14 15 16 17 09 10 11 12 13 14 15 16 17 January 13 28 20 16 18 14 46 9 15 January 3 8 2 4 5 4 6 2 12 February 7 18 9 22 14 20 31 4 36 February 4 7 11 2 5 11 6 5 1 March 26 20 28 18 17 30 31 43 33 March 10 8 3 6 3 17 8 3 0 April 16 23 18 29 38 10 57 41 70 April 6 13 1 12 24 7 ? 11 1 1 May 11 26 18 20 22 26 68 101 45 May 7 8 1 0 9 17 4 4 11 June 36 24 19 13 11 9 57 58 98 June 12 12 9 2 5 12 5 1 7 July 21 33 20 19 18 29 36 34 60 July 14 11 2 3 * 1 14 12 1 1 August 22 24 16 20 19 19 30 25 11 August 14 12 9 6 3 1 5 0 12 September 38 23 22 15 8 17 24 18 46 September 1 0 6 7 6 2 7 0 5 October 15 17 16 28 30 21 32 26 33 October 3 14 4 2 1 9 5 0 0 November 21 13 5 14 18 20 33 11 42 November 13 5 5 3 2 1 2 0 14 December 31 15 10 16 23 65 38 39 18 December 2 1 7 1 4 5 6 0 40 TOTAL 257 264 201 230 236 280 483 409 507 TOTAL 89 99 60 48 68 100 77 17 104 Murphy Sachse 09 10 11 12 13 14 15 16 17 09 10 11 12 13 14 15 16 17 -- -- U_ Um� January JanuaryIII 14 4 26 5 17 14 8 13 18 14 16 4 February NEE 14 4 EIM 4 fl February 8 10 3 11 8 29 17 31 15 March 4 Is 9 6 6 8 4 1211 4 March 11 11 9 12 1 13 24 31 23 April E® 8 10 pimp 8 fl April 12 11 8 4 13 17 12 24 15 May 111111111 14 Egrammi 0 May 6 13 11 17 10 21 6 21 15 JuneElm 6 19 6 4 0 June 17 11 8 17 14 16 38 25 14 July MEI WI 16 �® 4 U 8 July 11 15 7 14 15 30 12 22 17 August 6 4 E'® 16nig 0 August 12 14 5 19 10 29 41 32 8 September u 4 10 10 ®© 6 0 September 13 3 12 12 17 23 27 20 3 October 4 8 16 16 4 0 El 0 October 15 3 8 15 25 18 ! 31 29 10 1 November uun®na1011 6 0 I November 14 4 6 9 12 27 26 12 6 December 14 9 I 8ND 4 0 111111 December 12 6 7 10 11 39 12 11 2 TOTAL 86 IM1 70 commemmEi I TOTAL 136 118 98 148 149 280 260 274 132. Inspiration Jan Feb Mar Apr May Jun Jul Aug Sep. Oct Nov Dec Tota 15 5 12 10 6 17 13 14 4 13 8 5 11 118 16 10 19 11 9 7 13 40 8 14 13 18 2 164 17 10 12 26 29 18 30 16 17 20 14 19 18 229 Regional Housing Permits Wylie Pending Developments Dominion of Pleasant Valley Ph 2 -62.142 Estates of Creekside-45 ac. -63 Lots, 3 open space ac 212 lots Braddock Place, Phase 2 - 185 ac. - 44 Lots J Cubed Addition 1.841 ac Kreymer Estates Phase 1 - 36.475 ac. - 110 Lots Inspiration 3B-1 56.75 ac-205 lot Lewis Ranch - 53 ac. -216 Lots Bozman Farms Phase 5B -21.874 ac 74 lots Woodbridge 16 -25.083 ac. - 111 Lots Kreymer East Phase 1 -26.782 ac 86 lots Dominion of Pleasant Valley-361.4 ac. -975 Lots Inspiration Phase 3B-1 56.75 ac 205 lot Covington Estates Ph 1 - 14.308 ac. -44 lots New Haven at Wylie-3.126 ac 1 lot Bozeman Farms -780 lots remaining (145 under cons.) Kreymer Estates 4 -27.312 ac 78 lots Alanis Crossing - Phase 1 -29.292 ac-53 Lots Stone Ranch -38.113 ac 138 lots Braddock Place, Phase 3 -18.322 ac. - 53 Lots, 2 open space Collins Addition -6.398 ac 2 lots Wilson Creek-38 ac. 140 lots Clarimarhomes 0.281 ac 2 lots Inspiration 2B -25 ac. 76 lots Wylie ETJ Lake Park villas 26.586 ac 165 lots ZC 2014-08 Nails-25 ac. 105 Townhomes Creekwood Country Estates-21.34 ac 22 lots Hunter's Cove Phase I -31.414 ac 58 Lots Keller's 2nd Addition -0.289 ac 1 lot Bozman Farms Phase 3- 50.392 ac 139 Lots Keller's 2nd Addition -0.289 ac 1 lot Braddock Place Phase 4 -25.608 ac 77 Lots Railroad Add, Lot 3R-1 &3R-2 -0.281 ac 1 lot Braddock Plase Phase 3 - 18.322 ac. 53 Lots Inspiration Ph 3B-1 - 56.75 ac 199 lots Creekside Estates Phase VII -23.267 ac. - 11 Lots Bozman Farm Phase 6 -59.968 ac 181 lots Castle Park-31.41 ac 56 Lots Inspiration Ph 3B-3 - 19 lots Inspiration Phase 1 &2 --53 Lots Creekside Phase IX 1.428 ac 5 lots Kreymer Estates Amenity Center-3.3 ac. 1 Lot Railroad Addition, Lot 15R -0.402 ac 2 lots Kreymer Estates Phase 2 -23.171 ac 60 Lots Woodbridge 21 - 104.174 ac-367 lots Kreymer Estates Phase 3 -29.7654 ac 74 Lots Mansions at Wylie Seniors- 13.125 ac 1 Lot Sachse Pending Developments Schupbach Estates-0.633 ac. 2 Lots Jackson Hills Phase 3A-2 55 Lots Wooded Creek Phase 2 Amenity Center-0.512 ac 1 Lot Heritage Park- Phase 3 -81 Lots Creekside Estates Phase VIII -20.551 ac 65 Lots Parkwood Ranch - Phase 2 -102 Lots Kreymer Estates Phase 4-27.312 ac 78 Lots Jackson Hills- Phase 3B - 114 Lots Bozman Farms Phase 5-69.071 ac 198 Lots Jackson Meadows-51 Lots HNI Townhome Addition - 10.06 ac 104 Lots Woodbridge- Phase 19 - 148 Lots Alanis Crossing Phase II -26.239 ac 42 Lots Estates of Pleasant Valley Phase II -(21 Lots) Trailsplace Lot 6-BR &6 C-0.256 ac 2 Lots Serene Townhomes (122 units) Kreymer Park-45.57 ac 151 Lots Malone Estates (37 lots) Kreymer Estates Phase 3 - 29.7654 ac 74 Lots Estates of Pleasant Valley Phase I -(42 lots) Braddock Place Phase 5-28.019 ac Railroad Addition Block 31- 1 ac. ETJ Creekside Estates Ph 9 - 12 ac C & F Copeville Addition - 3.515 ac 3 Lots Covington Estates Phase 2 - 13.927 ac Geckler Addition - 14.274 ac 1 Lot Kreymer Park-45.57 ac 151 Lots Reyes estates -3.61 ac 2 Lots Creekwood Estates - 15.717 ac 20 Lots Creeks Crossing - 3.187 ac 2 Lots Bozman Farms Phase 5-69.071 ac 198 Lots Inspiration Phase 3 and 4- 107.83 ac Russell Addition -0.16 ac 1 lot Oaks Addition -0.304 ac 1 lot Keller's 2nd Addition -0.289 ac 1 lot Inspiration Phase 5- 10.32 ac 58 Lots with 3 open space Serene Villas-21 ac 67 with 3 lots New Haven at Wylie -3.1 ac 1 lot Inspiration Phase 2B Inspiration Phase 3C- 16.431 ac 54 w/3 open Inspiration Phase 5A-1 10.32 ac 58 with 3 Inspiration Phase 3A-50.08 ac 324 lots ylie cono ic I evelo I e t Con I oration 9U TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director SUBJECT: Future Agenda Items DATE: January 8, 2018 Issue Discussion of issues to be placed on future WEDC Board Meeting agenda (no substantial consideration/discussion allowed). Analysis During this Discussion Item, Board Members will have the opportunity to propose that an issue be placed on a future agenda for consideration. The Board will note that no substantial consideration/discussion is allowed so that there will not be a violation of the Open Meetings Act which requires discussion/action items be placed on Agenda's with specific language as to what will be discussed. For example, the above language will allow a Board Member to present a request for a certain item to be placed on an agenda for consideration, but not the ability for the same Board Member to argue the merits of the issue. Conversely, another Board Member may not discuss the merits as to why they may not want that particular item on a future agenda. Recommendation This Item is for discussion only and will provide direction to Staff. No formal action is allowed.