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02-28-2018 (WEDC) Agenda Packet I Wylie Economic Development CORPORATION • egular eeting Agenda February 28, 2018—6:30 A.M. WEDC Offices—Conference Room 250 South Highway 78 —Wylie, Texas Marvin Fuller President Todd Wintters Vice President John Yeager Secretary Demond Dawkins Treasurer Bryan Brokaw Board Member Mayor Eric Hogue Member Mindy Manson,City Manager 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: .wylietexas.gov within the required time frame. CALL TOO ' I ER 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 January 17, 2018 Minutes of the Wylie Economic Development Corporation (WEDC) Board of Directors Meeting. IL Consider and act upon approval of the January 2018 WEDC Treasurer's Report. III. Consider and act upon issues surrounding a Purchase and Sale Agreement between SCSD- Finnell, Ltd. and the WEDC. IV. Consider and act upon issuance surrounding a Performance Agreement between The Wedge Corporation and the WEDC. V. Consider and act upon a Commercial Contract between Gallagher Construction Company, LP and the WEDC. VI. Consider and act upon a Budget Transfer Request for FY 2017-2018. VII. Consider and act upon issues surrounding a Performance Agreement between DCU,Inc. and the WEDC. WEDC—Agenda February 28, 2018 Page 2 of 2 VIII. Consider and act upon issues surrounding a Performance Agreement between Cross Development, LLC and the WEDC. IX. Consider and act upon issues surrounding the use of WEDC property located at 100 Oak Street. X. Consider and act upon issues surrounding a Performance Agreement between All State Fire Equipment, Inc. and the WEDC. DISCUSSION ITEMS XI. Staff report: review issues surrounding WEDC Performance Agreement Summary, Environmental Activity Summary, Highway 78 WEDC Pad Sites, 544 Gateway Property, Kansas City Southern, McClure Partners, WEDC Promotional Activities, and regional housing starts. XII. 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 at: • Cooper& 544 • Oak and Ballard 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 2016-lb • Project 2017-8b • Project 2018-2a ' CONVENE INTO OPEN MEETING ADJOU' MENT CERTIFICATION I cert6 that this Notice of Meeting was posted on this 23rd day of February 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. Stephanie Storm,City Secretary Date Notice Removed Minutes Wylie Economic Development Corporation Board of Directors Meeting Wednesday, January 17, 2018—6:30 A.M. WEDC Offices—Conference Room 250 South Highway 78 —Wylie, Texas CALL TOO' PER Announce the presence of a Quorum President Marvin Fuller called the meeting to order at 6:32 a.m. Board Members present were John Yeager, Bryan Brokaw,Demond Dawkins, and Todd Wintters. Ex-officio members Mayor Eric Hogue and City Manager Mindy Manson were 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 December 22, 2017 Minutes of the Wylie Economic Development Corporation (WEDC) Board of Directors Meeting. Staff called the Board's attention to the day of the week in the heading of the Minutes and requested that the Minutes reflect a correction from Wednesday to Friday. MOTION: A motion was made by Bryan Brokaw and seconded by Todd Wintters to approve the December 22, 2017 Minutes of the Wylie Economic Development Corporation as amended. The WEDC Board voted 5 —FOR and 0—AGAINST in favor of the motion. ITEM NO. 2 — Consider and act upon approval of the December 2017 WEDC Treasurer's Report. Staff reviewed the items contained in the Treasurers Report and called the Board's attention to the 2.27% decline in Sales Tax for the month of November 2017. This decline, while minimal is the third month in a row of declining numbers and staff mentioned that should this continue, the City may look at possible budget amendments to accommodate this decrease in revenue. One incentive was paid in December to McClure Partners in the amount of$50,000. This was the final incentive payable under that related Performance Agreement. WEDC—Minutes January 17, 2018 Page 2 of 7 MOTION: A motion was made by Todd Wintters and seconded by Bryan Brokaw to approve the December 2017 Treasurer's Report for the Wylie Economic Development Corporation. The WEDC Board voted 5 — FOR and 0—AGAINST in favor of the motion. ITEM NO. 3 — Consider and act upon issues surrounding a Performance Agreement and Subsequent Amendments between the WEDC and ' A. Staff reminded the Board that the original Performance Agreement was executed on July 29,2015 requiring a CO no later than March 31, 2017 and providing a maximum incentive package of $600,000. At the request of KREA and based upon construction delays, a First Amendment was approved by the Board and executed January 20, 2017. This Amendment extended the deadline by which KREA must obtain a Certificate of Occupancy (CO) from March 31, 2017 to May 31, 2017. As construction delays continued, the Board considered and approved a Second Amendment to the Performance Agreement that extended the deadline for a CO to November 30, 2017 and reduced the total eligible incentive from $600,000 to $450,000. La Quinta obtained their CO on December 12, 2017, twelve (12) days after the deadline stated in the Amended Performance Agreement and has been declared in default. KREA owner, Mr. Kash Parbhu, has submitted a letter to the Board requesting any consideration for partial payment of the incentives. Mr. Parbhu specifically requested payment of the$100,000 incentive with Occupancy Tax reimbursement forfeited. Staff reviewed the property tax valuation per the Central Appraisal District for the property which had risen from $2.2 mm in 2017 to a current value $5.7 mm. Board Members Wintters and Dawkins felt that the WEDC Board had worked to accommodate KREA and should decline this request. Board Members Brokaw,Yeager and Fuller expressed support for a partial payment given the value of the project to the community. Those Board Members in support believed a$500,000 reduction to the incentive package was an adequate penalty and that the anticipated value added to the community is in place. MOTION: A motion was made by John Yeager and seconded by Bryan Brokaw to amend the Second Amendment to a Performance Agreement between the WEDC and KREA providing for a one-time incentive payment of $100,000 and no reimbursement of Occupancy Tax. The WEDC Board voted 3 —FOR and 2 — AGAINST in favor of the motion with Board Members Wintters and Dawkins dissenting. ITEM NO. 4 — Consider and act upon issues surrounding a Real Estate Sales Contract between the WEDC and The Rocking M, LLC (McClure Partners). Prior to presentation of this item by Staff, President Fuller informed the Board that the McClures hold accounts and conduct business at the bank where he is employed. In the interest of full disclosure and to avoid any appearance of a conflict of interest, President Fuller wanted the Board to consider this information and determine whether he should be excused from the discussion of WEDC—Minutes January 17, 2018 Page 3 of 7 Item 4. Board Members were polled and no Members felt a conflict existed. President Fuller then instructed staff to proceed with presentation of the item. Staff reviewed for the Board the Real Estate Sales Contract between the WEDC and the Rocking M, LLC, 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, Rocking M's interest in constructing a 5,000 square foot office building that meets the Downtown Historic District and Historic Review Committee standards provides an immediate opportunity to enhance 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. Staff recommended that the WEDC Board of Directors approve a Real Estate Sales Contract between the WEDC and Rocking M, LLC and further authorize WEDC President Fuller to execute all documentation necessary to effectuate the transaction. MOTION: A motion was made by Todd Wintters and seconded by John Yeager to approve a Real Estate Sales Contract between the WEDC and Rocking M, LLC and further authorize WEDC President Fuller to execute all documentation necessary to effectuate the transaction. The WEDC Board voted 5 —FOR and 0—AGAINST in favor of the motion. ITEM NO.5—Consider and act upon issues surrounding a Performance Agreement between the WEDC and The Rocking M, LLC (McClure Partners). President Fuller, reiterated that since this item involves the same party as discussed in Item 4, the same declaration regarding potential conflict of interest should be considered by Board Members. Board Members confirmed their position that no conflict existed. President Fuller moved forward with discussion of this Item. As an accompaniment to the above item, the WEDC is committing to fund an $89,500 reimbursement incentive should the Rocking M construct the contemplated office project as evidenced by the issuance of a building permit by June 1, 2018 and documentation supporting construction costs of not less than $465,000. Staff has drafted language into the 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 the Company should it be determined by staff that the Company is making reasonable efforts to meet the above deadlines but is unable to do so. Staff recommended that the WEDC Board of Directors approve a Performance Agreement between the WEDC and the Rocking M, LLC and further to authorize the WEDC Executive Director to execute the Agreement. WEDC—Minutes January 17, 2018 Page 4 of 7 MOTION: A motion was made by Todd Winners and seconded by Bryan Brokaw to approve a Performance Agreement between the WEDC and the Rocking M, LLC and further to authorize the WEDC Executive Director to execute the Agreement. The WEDC Board voted 5—FOR and 0—AGAINST in favor of the motion. ITEM NO.6—Consider and act upon issues surrounding a First Amendment to Performance Agreement between the WEDC and SAF-Holland USA. 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 of 45) and a 50% reimbursement for personal property taxes paid over a threshold value of$14.37 mm. Staff reminded the Board that the Agreement was negotiated at a time when Holland was closing several Michigan plants and determining whether to relocate those operations to either Wylie, Texas or Dumas, Arkansas. The Performance Agreement outlined was a two-fold incentive package for new employees as well as new taxable investment in business personal property. The new"Employee Incentive" is paid for every new job added over a threshold of 133 employees as reported on December 31, 2017, December 31, 2018 and December 31, 2019 up to a cumulative maximum of 45. The "Tax Incentive"value was established by determining the existing business personal property 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 valuation 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 Tax Incentive is not payable 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. During negotiations Holland confirmed planned capital expenditures of $3.5 mm for 2017. Holland has now confirmed 2017 expenditures of$4.1 mm and has confirmed approved capital expenditures of$7 mm for 2018 with$2.5 mm in purchase orders already issued. Even though the Employee Incentive begins in 2018, Holland must meet the minimum business personal property tax valuation established per the Agreement in order to be eligible. Both Holland and 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. Staff proposed a compromise in the form of a First Amendment to the Performance Agreement suspending the valuation requirement as a Criteria to Qualify for Economic Assistance for one year only. Holland will earn the 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 WEDC —Minutes January 17, 2018 Page 5 of 7 not be in place as of December 31, 2018, there will be no Tax Incentive or Employee Incentive payable. Staff recommended 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. MOTION: A motion was made by Todd Wintters and seconded by John Yeager to approve a First Amendment to Performance Agreement between the WEDC and SAF-Holland, Inc. and authorize President Fuller to execute the same. The WEDC Board voted 5—FOR and 0—AGAINST in favor of the motion. ITEM NO. 7 — Consider and act upon a Performance Agreement between the WEDC and T.W. Snider and Associates, LLC. Staff reminded the Board that 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. Due to soft market conditions, Mr. Snider failed to move forward under the required time frames for Phase III and was declared in default becoming ineligible for the second incentive payment of $42,000. As previously discussed in Executive Session, Snider approached the WEDC inquiring as to the potential for assistance with Phase III 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 a 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 proposed 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. The Performance Agreement provides a$7,500 incentive upon completion of the shell(as evidenced by a Certificate of Completion issued by the City) and incentive payments of$1,875 for each 1,200 square feet that is finished out as evidenced by a Certificate of Occupancy issued by the City. MOTION: A motion was made by John Yeager and seconded by Demond Dawkins to approve a Performance Agreement between the WEDC and T.W. Snider & Associates. The WEDC Board voted 5 —FOR and 0—AGAINST in favor of the motion. ITEM NO. 8—Consider and act upon issues surrounding the WEDC 2017 Annual Report. As per the WEDC By-laws, the WEDC must present an annual report to the Wylie City Council no later than January 3 Pt of each year. Staff reviewed the 2017 Annual Report which will be presented to the Wylie City Council on January 23, 2018. WEDC—Minutes January 17, 2018 Page 6 of 7 Staff recommended that the WEDC Board of Directors approve the 2017 WEDC Annual Report as presented by staff and authorize its presentation to the Wylie City Council. MOTION: A motion was made by Demond Dawkins and seconded by John Yeager to approve the 2017 WEDC Annual Report as presented by staff and authorize its presentation to the Wylie City Council. The WEDC Board voted 5—FOR and 0—AGAINST in favor of the motion. DISCUSSION ITEMS ITEM NO. 9 - Staff report: Staff reviewed issues surrounding WEDC Performance Agreement Summary,Environmental Activity Summary,Highway 78 WEDC Pad Sites,544 Gateway Property, DCU, Inc., Leadership Wylie, WEDC Promotional, Promotional Activities and regional housing starts. Staff reported that the REVA project, Holiday Inn & Suites, missed their initial deadline for CO which was 12/31/17. Therefore,they have been notified that the incentive payment eligibility was reduced to $350,000. Staff called the Board's attention to the year-over-year decrease in sales tax for both Woodbridge Crossing and Woodbridge Center. Staff had no explanation for the decrease but noted it was reflected in the overall Sales Tax decreases. At Woodbridge Centre, Pets Supply Plus has broken ground and the Credit Union is expected to break ground in January. Staff anticipates the completion of the VCP for the Commerce Street Property in February. Work continues on the adjacent City property with wells scheduled to be drilled in the near future to determine any groundwater issues. The WEDC is under contract with SCSD-Finnell for the Hwy 78 property. Schlotzsky's is currently the only confirmed tenant. The materials for the waterline improvements on the WEDC property next to Wylie Printing have been ordered and installation will be completed in the next few weeks. The 544 Gateway Property has been cleaned up with the removal of all silt fencing and the brush and an old chain-link fence along the railroad tracks. ITEM NO. 10—Discussion of issues to be placed on a future WEDC Board Meeting agenda (no substantial consideration/discussion allowed). No Board Member requested any items to be placed on future Agendas. WEDC—Minutes January 17, 2018 Page 7 of 7 EXECUTIVE SESSION Recessed into Closed Session at 8:03 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&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 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 2017-11 a • Project 2017-12a RECONVENE INTO OPEN MEETING The WEDC Board of Directors reconvened into open session at 8:21 a.m. and took no action. ADJOURNMENT With no further business, President Fuller adjourned the WEDC Board meeting at 8:21 a.m. Marvin Fuller,President ATTEST: Samuel Satterwhite, Director ylie Econo is 1 evelop ent Corporation E ORANDU TO: Samuel Satterwhite, Executive Director FROM: Angel Wygant, Senior Assistant SUBJECT: January 2018 Treasurer's Report DATE: February 14, 2018 Issue Consider and act upon approval of the January 2018 WEDC Treasurer's Report. Analysis While Sales Tax is still down, we seem to be trending in the right direction with receipts almost flat(-0.37%) for the month. Many other communities in the region are experiencing a downward trend as shown below in the Rolling 12-Month Totals as of December 2017: %Chg %Chg 2014 2015 2016 2017 2018 14-18 17-18 Wylie 7,509,208 8,034,704 8,914,287 10,250,246 10,435,741 8.58 1.81 McKinney 38,379,305 41,033,774 43,810,118 47,756,814 50,842,236 7.28 6.46 Allen 32,536,190 35,476,545 35,726,957 38,167,364 37,314,057 3.48 -2.24 Garland 22,332,486 23,595,600 25,300,631 29,323,786 28,317,323 6.12 -3.43 Rockwall 18,245,825 18,775,726 19,616,951 20,996,046 22,300,759 5.15 6.21 Terrell 8,015,247 8,295,589 9,213,962 9,822,559 10,104,886 5.96 2.87 Greenville 6,157,266 6,462,747 6,780,788 7,850,872 7,845,656 6.25 -0.07 Rowlett 5,388,508 5,756,025 6,155,261 6,827,724 6,849,831 6.18 0.32 Forney 4,587,574 5,331,002 5,782,700 6,412,369 6,789,777 10.30 5.89 Murphy 2,115,719 2,463,615 2,726,920 3,006,228 2,941,096 8.58 -2.17 Sachse 1,343,914 1,967,868 2,239,242 2,609,715 2,787,338 20.01 6.81 The Finance Department participated in a conference call with the consultant (City Base.Net, Inc.) that provided the above data. A summary of the discussion is that Wylie appears to be near the bottom of the declining trend. City Base.Net offers other analytic services that that may provide greater insight into business specific sales trends which could create an opportunity to WEDC - Treasurers Report February 14, 2018 Page 2 of 4 budget more accurately for sales tax revenue. As City staff continues to evaluate these services, WEDC staff will update the Board accordingly. From the Balance Sheet,page 1: Deposits - $12,000. This amount reflects a $2,000 deposit paid to Wylie Industrial Court for the current location of the WEDC office and a $10,000 escrow deposit for the purchase of property from Gallagher Construction. Loan Receivable - $51,248.09. 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 23 payments remaining with a balloon payment of$33,248.44 due on 12-15-19. Wylie Ice Cream Holdings has requested a payoff amount for the above referenced note which may take place on 2-28-18. Account Rec — Forgivable Loans - $371,666.66. This figure includes the remaining balance of The Wedge loan in the amount of $91,666.66. Acceptable documentation has been received from The Wedge and approval of final loan forgiveness will be covered in Agenda Item V. 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 - $513,000. This is a total of incentive payments which are due in the future. A breakdown of these charges includes: B & B Theatres - $25,000, GetSet - $10,000, All State Fire - $20,000, Exco Extrusion Dies — $40,000, KREA - $100,000, Trout - $15,000, REVA Hospitality- $100,000, DCU. - $100,000, DANK Real Estate - $83,000, MIKTEN - $20,000. Von Runnen received their final incentive payment of$10,000 in January and has been removed from the Performance Agreement Tracking Report. Balance Sheet,page 2: Deferred Inflow - $210,248.09. 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 received which for December and January was $1,556.18. The December payment was delayed and not recorded until January. 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. WEDC - Treasurers Report February 14, 2018 Page 3 of 4 Revenue and Expense Report,page 2: Rental Income — $14,135. DCU - $3,000, Delta-E - $800, Helical Concepts - $400, Wheels Unlimited - $1,435, Richmond Hydromulch- $500, Austin Said - $6,000, Trimark - $2,000. Revenue and Expense Report,page 3: Interest Earnings - $436.80. Interest earnings from the Wylie Ice Cream Holdings. Loan Repayment - $1,556.18. Principal payment from the Wylie Ice Cream Holdings. Office Supplies - $56.65. General office supplies (paper, clips,tape). Food Supplies - $380.17. WEDC Board Meeting Meals ($87.97), Leadership Wylie ($220), Holiday Luncheon($72.20). Incentives - $103,715.83. Exco Incentive 3 of 4 ($20,000), B&B Incentive 5 of 6 ($25,000), Von Runnen 3 of 3 ($10,000), B&B Annual Sales Tax Reimbursement ($20,277.35), CSD Quarterly Sales Tax Reimbursement($28,338.48). Special Services — $8,964.92. Environmental ($3,174.92), TCEQ — Hwy 78 VCP ($2,041.25), Kirby Mowing & Fence Removal ($3,541.25), Janitorial Service ($157.50), Qtly Pest Control- Oak($50) Advertising - $6,204. Chamber of Commerce ($2,700), Wylie News-Holiday Ad ($240), In & Around($3,264). Community Development - $5,058.45. Collin College Stetson & Stiletto ($2,500), Industrial Appreciation Event($1,640.78), Holiday Basket ($913.35), Bereavement card($4.32). Travel & Training - $4,264.25. TEDC Webinar— Greiner ($158), ICSC RECon Registration ($3,540), Business Meetings/Project. Updates ($538.25). Insurance—($1,000). Insurance refund for demolished buildings on 544 Gateway Property. Dues & Subscriptions - $824. ICSC — Wintters ($50), Club Corp Dues — ($679), IEDC Dues— Greiner($95). Audit & Legal - $5,525. Environmental Review Kirby Property ($4,005), SCSD-Finnell ($880), Bylaws Research($640). WEDC - Treasurers Report February 14, 2018 Page 4 of 4 Recommendation Staff recommends that the DC Board of Directors approve the January 2018 Treasurer's Report. Attachments January 2018 Treasurer's Report Sales Tax Revenue Wylie Economic Development Corporation Statement nfNet Position Asov January]z'2Oz8 Assets Cash and cash equivalents $ 1'067'688.26 Receivables g 422'914.75 Note Inventories $ 8'329'085.50 Prepaid Items $ � ~ Total Assets g 9'8z9'688.5z ` Deferred Outflows ofResources Pensions ~$ 66'481.55, Total deferred outflows of resources $ 66,4K .55 , Liabilities Accounts Payable and other current liabilities g 113'37739 Unearned Revenue g 213'248.09 Note Non current liabilities: Due within one year $ 727,873s3 Note Due in more than one year r$~�3,534860.34.� Total Liabilities $ 4`589,35635 ^ Deferred Inflows of Resources Pensions $ Z'839�41 ^ Total deferred inflows vfresources _$� �2.839.41 � Net Position Net investment in capital assets $ s Unrestricted $ 5'293^964.30_ Total Net Position $__ s'u9�e6�JO . ' ' Note1: Includes incentives m the form o�rgivable loans for$371,666.66 Notez: Wylie Ice Cream loan payments, svco amortization,deposits/rom rental property mote3: Liabilities due within one year includes compensated absences of$57,489.00 mo»o4/ The WEDCprovides monetary incentives to companies to relocatelexpand within the City oyWylie. xt/onuo,y31,3Co4 these commitments totaled$sz3,000.00 2-26-2018 03:51 PM SIT? OF WYLIE PAGE: I BALANCE SHEET As OF: JANUARY ::.:11.,ST„ 2018 17 1 95191 7140MW 6E91111 C(113P AccO1NTS. TITLE ASKRTH 1000-10110 cmEIM Cl CASK & CASH ROUTV 1,055,688.26 1060-10115 CASH - HER NwOop 0.00 lel° 35 ESCR°W 6.00 1000-10160 DEPOSITS 12,000.86 1006-4010S OTHER - MISC CLEARING 0.00 1000-1634 EXPOI 0-00 1000-10333 LOGIC 6,00 1000-10461 INTEREST RECEIVABLE. (-) 00 1690-11512 ACCS RKC - 14I501 I. II 1000-111IT AGCTS REC GALES' TAX 0,00 1000-12616 LEASE PAYMENTS RECEIVABLE 0.60 1000-12956 TGAN PROCEEDS RECEIVABIE 0.80 1600-12965 LOAN RECEIVABLE 51,248.06 1011J-126ST ACCTS. REC PITm m.EGH 0„00 1000-1295S ACOIS REG - SORGIVEABLE LOANS 371 S66,68 1009-19112 INVENTORY MATERIAL/ SOPPLS 0.00 10°0-14116 INVENTORY LAND 4 BUrLDINEs 80325,065.50 100m-1411p INVENTORY RAY LI SANDER BLVD 0,00 2000-14310 PREPAID EXPENSES MISC. 0.00 1000-13410 DEFERRBO 06If0OWS S13,600,00 10,332,68S-51 ToTAL ASSETS 10,322.668851 32 28 mos-2253G- LIABI1 ITIES 2900-26110 FEDERAL ONIONS TAX PAYABLE 0.00 2000-20111 MEDICARE PAMNBLE 0.00 2000-20112 GRILL" SUPPORT PAYABLE 0.00 2000-20113 CREDIT UNION PAYABLE 0.00 2000-20114 IRs LEVY PAYABLE 0.66 2600-20119 NATIONWIDE DEFERRED COMP 0.06 2900-20116 HEALTH INSOR PAY-EMPLOYEE 0.15) 2000-14015E EKES PAYABLE 0.66 2000-26118 ROTH 'Hp pppABLE 0.00 2060-26119 WORKERS COMP SAVABLE 0.00 2000620120 FICA PAYABLE 0,96 2000-20121 TEC PAYABLE 0100 2000-20122 STUDENT LOAN LEV? PAYABLE 0.00 E000-20123 6,11MONT PAYABLE 0.00 2000-20124 BANKRUPTCY PAYABLE 0.00 2•000-20E515 VAL1C REFERRED COMP 0.00 2000620120 ITMA PAYABLE 0.60 200U-20127 RMS. !LEGAL SERVICES PAYABLE 6.00 2000-20130 FLEXIBLE SPENDING ACCOUNT 641„86 2000-20131 EDWARD joNEH pgpmppmp comp 0.00 2000-20132 SHP CARE FLITS 12..00 2000-20151 ACCRUED WAGES PAYABLE 0.00 2000620180 ADMIT EMPLOYEE INSUR PAY 97.60 2000-20169 MISC. PAYROLL PAYABLE 0.00 2-26-2018,013t54 PM, CITY OF 34YL2E 3aAGE:: 2 HAL Nfi..M:SHEET AS OF:. 3 k°3t ADY 3€;a?`:, 23118 ill-MELTS ECONOMIC DEML1, CORP AC COUN'11t TITLE2222 000 202#1 Al PENDING 5,034.84 231031-202131 ACCOUNTS 0818130 101,741.2e3 20099,20530 PROPERTY TAXES PAYABLE 0.00 31 0S-20 1113 NOTES PAYABLE 513,0 1C1,00 20033-213131 DUE 13 LEN RA,L FUND 0,00 990-222220 DEFERRED :NI'LU*L 23 ,248.31I 2000-22979 DEF 1N'EF27L - LEASE ERI3vCI DDt,. 0<09 2099-222811 DEFENDED INFLOW - LEASE INT 0,00 22000-D2419 Rc.NT81, DEPOSITS 3,000.00 TOTAL LI 81t,13"1I 939,925.48 EQUITY 3 11kk'E-°,541111 FUND BALANCE - RESERVED 0.00 3000 FUND BALANCE-13 gRESERV/U11DE;CI11 9,727,718.51 --Ds- TOTAL PP'13d3V1N1i EQUITY 10.123, 11,8.6a1 TOTAL REVENUE 822,923.63, TOTAL EXPENDED 653057D.15 REVENUE ;:3"IER!3UNME131 EXPENSES ( 2139,955,5,i) TOTAL 'EQUITY 9OVER,/ttSi13?E:E,.1': 9,399,093.09 TOTAL IIAEILIT.IL;, EQUITY I OUTS/(UNDER) 1:3, 132,LEN,81.. 2-26-201E1 03• 4 PM: L110'Y OF W`LIE RA1Er 3 BALANCE SHEET All OF: JANUARY 21 S`±° 2018 922-GEN LONG TERM UEBI (1000): ACCOUNT* TITLE ASSETS 1900-10 32 GOVERNMENT NOTES 0,00 a1301-1 11C1 LOAN — WFMCr 0e19 111 10 1 2129 :,CAN — 11IEt#+INGHAM 0.09 1001-18210 MOUNT TO 3E PROVIIDE:13 11,i9C1 1100-113220 TBIRMINGHAM LOAN 0.00 1900-19050 0EE" OUTFLOW — CONTRIBUTIONS 210922,28 1000-130 F DEI" OUTFLOW — INVESTMENT LX2 34,33„1.4t I89E-191911 CSCwE"...OUTFLOW.:— ACT E,.'£.1''°,+Jl,.'ilaU2f1`' 'I,225.713 1010-19125 10r1IN11LOSS:,ON ASSUMPTION C:1111( 20E311.41) I1,1142.14 TONAL ASSETS 63,642.14 LIABILITIES 2001-20310 C;t,01"ENSATEO ABsENCES PAYABLE 10,.879.138 201&-2fi 31',1. pomp ABABNG,E0 PAYABLE—CURRENT 0.11 20110-214 0 Av..t:'NLIE,O INTEREST PAYABLE 4,11Ad.L 2`D°-282(1E WE EC:" L0A1"S/CUO:cENT 72 3,024,1113 2000-211229 BIR1MEINU11r32T LOAM 0.111 211 1-2E12340 IN9W C111 LOAN 0.00 2000--:82 2 AND L.C1AM D:2F tit.r° 2°00220293 ANS LOAN/OF 1111 080 WHITE 48L,23' .80 2090-28234 AND 40ANN+RAIHIAt.K 11111 11: 0200 211111-28233 ANT LOAN 0.111 20011-28111 AN. CONSTRUCTION 10013; 0,011 2010-282.33 DNB LOAN/ WOOL13RIDGEa PAFFWAV 401,725.9A 89E10 82I1,i311 AND 1:t1AN;"`3$1N11ANAN 79,151.81 261911-26239 AND 'IWC3ANt' 131=,S:SC`1I3ART PAYOFF I,,0r1+),40 2090—Z8249 11UtHIL LOAN 9,00 2 31-2R245 0'41 11AN/DAI,1,AS WHIRLPOOL 2,0)0,009_10 11 J0—,`11124 i xTARRARD LOAN 21 ,A 2,59 2001-28250 CITY TY:OE WYLIE LOAN 9,88 2011--282E11 10I0F„ RUTS LOAN 0,00 21l)O-282;°9 R WLANDIANNI,1 SON I.,C1AM 3.90 2000-282 0 C:AIwZTA1n I)3VE, C.ABA1) LOAN 3.10 , 1r1-282 1 HOBART/COMMERCE LOAN 0,00 29 0-291 10 NET PENSION LIABILITY 1813,1312,1 3 TOTAL LIABILITIES 4:32A,4 86.141 T1(1 LTY 33110-141390 FUND F3ALANC:FC 113R03ER1AUNFS2.SIO( 4,31B,1.2'14,3e11 3000-35900 111EsTRic'"130 NET (03111ON ( I14:989l,00); TOTAL BEGINNING EQUITY ( 4,483,408,30) TOTAL 1131'11311E: 0,00 Y3. TOTAL EXPENSES ( 220,R.E .30( 2-26-2018 03:S4 PM CITY OF WYLIE PAGE 2 BALANCE SHEET AS OF: JANUARY 31ST, 2018 922-GEN LONG TERM DEBT (WEDC) ACCOUNT4 TITLE REVENUE OVER/(UNDER) EXPENSES 220,632.30 TOTAL EQUITY & OVER/(UNDER) ( 4,262,774,00) TOTAL LIABITJTIES, EQUITY & OVER/(UNDER) 63,642.14 2-26-2E18 3:56 £x'i CITY OF WYLIE I`SGE'0. «: REVENUE AND EXPENSE REPORT - (UNAUDITED) E OF: IA U 2I Y 3IST, 0,18 I11—WYttE £4:ONC*i1. DEVEL CORP FINANCIAL SUMMARY CURRENT CURRENT PRIOR YEAR Y-T-0 "d-,T—D i3Ct4'3C.;E 4, OF BUDGET fLRltlIa Po ADJUST,; ACTUAL £1I,UME'RAE3t:4.... 401a044;4 BUDUET'. 1104:11114 4U14412AE TREE: ?,&31.i""4..€D 131,w& m71 t .+i1 3760744.30 0,00 2,454,729.70 13.31 INTERGOVERNMENTAL REV, 0-0I1 t3.1"1il 0.os1 w1,C1i. i1.F7t4 0..(10 1.C4CS INTEREST INCOME 54,t)57,88 20447.87 3M00 5,744031, 0,00 9,213.57 3II.70 1+ffiIS 4i.L,INE°Ua ,111.5U"ME 2,7s1b,UZU r,6U' 18,175.+It1 ,00 48.435.88 0,00 L, 45,88ta,21a, 2.,12 OTHER FINANCING SOURCES: 0.00 .0S0. 5't.t41:. .13U. r0.C1€1. 0.L1L1' 0 00;. TOTAL REVENUES '0452.441.4E5 2E8,41 .:58 43.£10: 422.,9223,47, 0-0) 4,029,,508. '7 9 -:I 44414111141411E 5q m,,FM,t3? DEVELOPMENT 4ORP—IIEDO' 851 9 Jt? 214 '1t47.28 0-00 E53 578 Y5' I12 i18 i3Oa11 2t9.13 15.85 TOTAL EXPENDITURES 4,4518,218.17L1: 2360703, 6 0..00,..: 6570579,35: 112,41 3.72 40(1890260,13 is,Bs REVENUE OVER/(UNDER) EXPENDITURES ,l 4 447,80'7.2) 4: 28,224068) 0.00 t' 214,655,54) c 412,4"1 2.a'12) t. 590731,86) 85.32 2-26-2018 03:56 PM CITY OF WYLIE PAGE: 2 R88ENUE AND EXPENSE REPORT - (UNAUDITE)) AS OFt jANUARY 31ST, 2018 II qYLIE ECONOMIC DEVEL CORP REVENUES CURRENT CURRENT PRIOR YEAR Y.-T-0 Y-T-D BUtICT i OP BUDGET PERIOD PO ADJUST, ACTUAL ENCUMBRANCE, BALANCE BUDGET'TA?',. S, 4000-40150 RE'V IN LgrU OF TAXES 0.00 0.00 0-00 o.oa o,00 o.00 D,,00 4000-40210 SALES TAX „.. 7 831 4/4.00 191,895.11 0.00 376,744 30.. 0.00 2,4540129.70 13.31 TOTAL TAXES 2,8,31,4i4.00 toi.,aIOs.-/i o„oo 376,744.3n 0-00 2,454,7Z9.10 13-31, INTERGSIvf,' l',INENTAlo_REYo 4o631-43518 380 ECONOMIC AGREEMENTS o.oq o.00 0,00 0.00 0.00 0.00 0.00 --- - ----' . ............ TOTAL INTERGOVERNMENTAL REV, 0.00 0.00 0-00 0,00 0.00 0.00 0.00 iNTEREST INCOME 4000-46050 CERTIFTCATE OF DEPOSIT 0..00 0.00 0.00 0.00 0,00 Cl0. 0.00 4000-46110 ALLOCATED INTEREST EARNINGS 3,000,00 454.89 0.00 10'758-35 0.00 1'241,6.5 58-61 4000-46140 TEMPOOL INTEREST 0,00 0,00 0.00 0.00 0,00 0.00 0„00 400,0-46143 LOGIC INTEREST 0.00 0.00 A.00 0.,00 0.00 0,00 0,00 4000-46150 iNTEREST EARNINGS 2,502.,66 436.80 0.00 886, .49 0.00 1,616.17 35.42 4000-46160 LOAN REPAYMENT (PRINCIPAL) 9,455,22 1,556.18 0.00 3 GAR.41 ,, , 0,00 6,355.75 32,76 4000-46210 BANN MONEY MARKET INTEREST' p,o9 o„oo q.qo p.00 o,qo o.op o.op, ---- --- -------- ----- -,, ---.„----------- TOTAL TNTEREST INCOME 14,957.88 2,44-1.87. 0,00 5014,1.31 0,00 3,243.57 38.40 318sCE4A891,1§', I...1419.T,113 4660-48110 RENTAI i.81.38E 1.03,200.00 14,135.00 0.00 40,435„00 0.00 02,765.00 30..1.8 4000-48310 RECOVERY - PRIOR YEAR EXPEN 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-48410 MARCELLANEARA INCOME 0.00 0.00 0.00 0,00 0.00 0.00 0.00 4000-18430 GAIN/(LOSS) SALE OF CAP ASS 1,s12,92102 0,00 0.0o 0.00 0,10 1.o5oo,e2o.00 o„Do TOTAL MISCRLLANROUS INCOME l,133r020,00 140135.40 0.00 40,44500 0,40 1,565,585-R0 2:52 9TRER FINANCING SOURCES 4000-49160 TRANSFER FROM GENERAL FOND 0'0° 0.00 0.00 0.00 D.00 0.00 0.00 4000-49325 BANK NOTE PROCEEDS 0.00 0,00 0.00 0.00 0.00 0.00 0.00 4000-49550 LEASE PRINCIPAL PAYMENTS (Cl 0.00 0.00 0.00 0-00 0.00 000 0.00 4(3°Q-49610 INs'oAcE REcovERtEs 0.00 0-00 0.00 A.00 0.00 0,00 0.00_ _ADDED TOTAL OTHER FINANCING ADORCRA 0.00 0.00 0.0A 0.00 0.00 0.00 0,00 TATA!, REVENUES ,1,452,45.1,88 208,4'78,5a 0.00 42.2,023.61 0.0() 4,029,528.21 9,,,.`0 2-26-2018 03:56 PM CITY OF WYLIE PAGE: 3 REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: JANUARY 31ST, 2018 111-WYLIE ECONOMIC DEVEL CORP DEVELOPMENT CORP-WEDC DEPARTMENTAL EXPENDITURES CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET % OF BUDGET PERIOD PC ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET ------ PERSONNEL SERVICES 5611-51110 SALARIES 284,473.00 21,833.46 0.00 82,487.67 0.00 201,985.33 29.00 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 0.00 0.00 5611.-51.170 PARAMEDIC INCENTIVE 0.00 0.00 0,00 0.00 e," 0,00 0.00 5611-51210 CAR ALLOWANCE 12,600.00 969.26 0.00 3,669.34 0,00 8,930.66 29.12 5611-51220 PHONE ALLOWANCE 4,656.00 1,164.00 0.00 2,328.00 0.03 2,328.00 50.00 5611-51230 CLOTHING ALLOWANCE 0.00 0.00 0.00 0.00 p'" 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 14,996.00 3,438.64 0.00 13,951.69 0.00 31,044.31 31.01 5611-51410 HOSPITAL & LIFE INSURANCE 36,671.00 6,241.32 0.00 12,613.04 0,00 24,057.96 34.40 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 0.00 402.35 0,00 1,219.65 24.81 561 1-51440 FICA 18,500.00 1,347.74 0.00 3,003.31 0.00 15,496.69 16.23 5E11-51450 MEDICARE 4,327.00 315.18 0.00 1,215.65 0=00 3,111.35 28.09 5611-51470 WORKERS COMP PREMIUM 786.00 0.00 0.00 359.05 0.00 426.95 45.68 5611-51480 UNEMPLOYMENT COMP (TWC) 810.00 0.00 0,00 0 00 0,00 810 00 0 00 TOTAL PERSONNEL SERVICES 110,750.00 35,390.07 0.00 121,330.10 0.00 289,419.90 29.54 SUPPLIES 5611-52010 OFFICE SUPPLIES 16,140.00 56.65 0.00 192.75 5,320.00 10,627.25 34.16 5611-52040 POSTAGE & FREIGHT 980.00 26.50 0.00 77.40 0,00 902.60 7.90 5611-52130 TOOLS/ EQUIP (NON-CAPITAL) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-52810 FOOD SUPPLIES 2,250.00 380-17 0.00 921.48 0.00 1,328,52 40.95 5611-52990 OTHER 0 00 0 00 . - 0.00 0.00 0.00 0.00 0.00 TOTAL SUPPLIES 19,370.00 463.32 0.00 1,191.63 5,320.00 12,858.37 33.62 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 0.00 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 0.00 0.00 987.50 0.00 7,012.50 12.34 CONTRACTUAL SERVICES 5611-56030 INCENTIVES 1,672,652.00 103,715,83 0.00 153,715.83 100,000,00 1,418,936.17 15.17 5611-56040 SPECIAL SERVICES 132,200.00 8,964.92 0.00 14,813.99 7,099.72 110,286.29 16.58 5611-56080 ADVERTISING 146,355.00 6,204.00 0.00 16,124.00 0.00 130,231.00 11,02 5611-56090 COMMUNITY DEVELOPMENT 52,350.00 5,058,45 0,00 20,429,33 0-00 31,920.67 39,02 5611-56110 COMMUNICATIONS 9,936.00 616.11 0.00 1,872.52 0.00 8,063.48 18.85 5611-56180 RENTAL 29,328.00 2,414,00 0.00 12,026,00 0.00 17,302.00 41.01 5611-56210 TRAVEL & TRAINING 36,450.00 4,264,25 0.00 8,139,90 0.00 28,310.10 22,33 5611-56250 DUES & SUBSCRIPTIONS 29,598.00 824.00 0.00 16,792.72 0.00 12,805.28 56.74 5E11-56310 INSURANCE 3,810.00 ( 1,000.00) 0.00 2,860.16 0,00 919.81 75.07 5611-56510 AUDIT & LEGAL SERVICES 33,000.00 5,525,00 0.00 10,771.63 0,00 22,228.37 32.64 5611-56570 ENGINEERING/ARCHITECTURAL 30,000.00 0,00 0.00 0.00 0.00 30,000.00 0.00 5611-56610 UTILITIES-ELECTRIC 2,400.00 447,85 0.00 816.91 0.00 i 583.09 34,04 TOTAL CONTRACTUAL SERVICES 2,178,079.00 137,064.44 0.00 258,362.99 107,099.72 1,812,616.29 16.78 2-26-2018 03:56 PM CITY OF WYLIE PAGE: 4 REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: JANUARY 31ST, 2018 111-WYTJE 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. ACTUAL ENCUMBRANCE BALANCE BUDGET DEBT SERVICE & CAP. REPL 5611-57110 DEBT SERVICE 1,429,580.93 0.00 0.00 0.00 0.00 1,429,580.93 0.00 5611-57410 PRINCIPAL PAYMENT 441,231.52 50,127.73 0.00 220,651.50 0.00 220,580.02 50.01 5611-57415 INTEREST EXPENSE 139,023.55 13,657.70 0.00 55,055.43 0.00 83,968.12 39.60 5611-57710 BAD DEBT EXPENSE 0.00 __ 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL DEBT SERVICE & CAP. REPL 2,009,836.00 63,785.13 0.00 275,706.93 0.00 1,734,129.07 13.72 CAPITAL OUTLAY 5611-58110 LAND-PURCHASE PRICE 231,224.00 OA° 0.00 0.00 0.00 231,224,00 0.00 .5611-58120 DEVELOPMENT 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 & ALLEYS 0.00 0,00 0.00 0.00 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 BARD/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 0.00 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 233,224.00 0.00 0.00 0.00 0.00 233,224.00 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 THORUCHEARE IMP 0.00 0.00 0.00 0.00 0,00 0.00 0.00 5611-59430 TRANSFER TO CAPITAL PROJ CU 0.00 0.00 o.on o.00 0.00 o.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-WEDC 4,859,259.00 236,703.26 0.00 657,579.15 112,419.72 4,089,260.13 15.85 TOTAL EXPENDITURES 4,859,259.00 236,703.26 0.00 657,579.15 112,419.72 4,089,260.13 15.85 REVENUE OVER (UNDER) EXPENDITURES ( 406,807.12) ( 28,224.68) 0.00 ( 234,655.54) ( 112,419.72) ( 59,731.86) 85.32 ,.* END OF REPORT ,,* 24106 916 9.719 IN DETAIL LISTING PAGE:: i, FUND: s 111—WYLIE 0. .NGNIC GAVEL CORP PERIOD TO USE Jaan-1918 TETEC4 J n-201 E%' FEET 21C"CO1NTS: 5811-12010 00040 50116589140 POST BATA THAN 0 PEASA'`N1O ACKF;-,6_5. (,1"SGAIPTION5_6_- ° VEND IN^x 7F E NOTE 66969AMOUNT9640 . 'ie..I.MI' —, FUND: 11.1'—WE IE ECONOMIC DEBBII, C 7EI ------------------------------------------------------------------------------------------------------------------------------------ FEI'T^ Ell DEVALOAMANT is RA—a'"I1C° 5817:-52010; °SPICA SUPPLIES B F C II 11 0 1: N G BAJA, HCE 130.10 1879018 1I1I1 All 43 C09. 098295 91159 OAP SUP -I'APAS4 TAPE 0011'0. 26334 WADE 56,85 1932.51E 665 9556 665 ,'217104RY ACTIVITY FE: 56.05 C,Ne 89 ' 58,8 5011 52:080 POSTAGE S FREIGHT BEGINNING BALANCE: 50,90 1418119 1118 MI1 89 OFT: 000506 57127 1100 NOTIFICATION 00081J 821; JA,Bas WYGAN 28.9 11,417 6—.,6 . ,.;66 JANUARY ACTIVITY I70;:. 28.547 CR3 9.00 25.50 9611-521311 TOOLE 1 EQUIP INOB—C'API1`A1>1 BEGINNING A 18,00 811- 2 69; TOOLS/ EQUIP — 5 10E1- 814,8 B 9 E G I% N N I N G BALANCE... 0.00:. 54311-..5281) FOOD SUPPLIES: . I1 F 1b I A K I N G BALANCE' 991.31 F I'1113 8818 8 A0 61.."5 DFT 000508 81325 HOLIDAY LUNCHEON CHEON 000912'<8277 „IAN"i 8 SATTFE 30.00 571,31 1118/18 1,/18 408144 I00. 1100598 91321 EEOC 11011 NTCC 00213. 000912 8271 721€118 NOlEN 8388 515.21 1/18118 1„:118 81781.49 DATt 900993 1371121 WADE SRO ATE' MEAL.: 000912 9277 IAN18 BEGAN 2: 99 514,26 1/18I18 1:118 2Y1189 €➢F'I 400808 87.127 WI:110 IERB MTew MOAT 0011912 8217 141418 EAGAN 431,140' 153 1/18I19 1:118 A061445 OFT: 1708591, 971321 HOLIDAY LUNCH' 0I1I4912 8277 'A^18 EAG.A1N, +42.29 701.88 1✓29/18 l/20, '6 899 CSAJ 4I'll) 5 97538 LEADERSHIP "Y1.— LUNCH 100832 1339597 MII1i. 220.00 921,43 66 66 ,"$9.65 ANGARA ACTIVITY DO: 380.11 C'144 0.00 380.17' 5811 452990.: OTHER: BEGINNING HALAN 33 E 0.00 5911-54630 TOOLS' F EQUIPMENT 2-28-2018 4:09 PM DETAIL LISTING PAGE: 2 FUND : 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Jan-2018 THRU jan-2018 DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS: 5611-52010 THRU 5611-58910 POST DATE TRAM # REFERENCE PACKET- -,-DESCRIPTION - - VEND INV/JE # NOTE --AMOUNT-- --BALANCE BEGINNING BALANCE 0.00 ------------------------------------------------------------------------------—--------------------------------- 5611-54810 COMPUTER HARD/SOFTWARE BEGINNING BALANCE 987.50 5611-54990 OTHER BEGINNING BALANCE 0.00 -----------------------------____---------------------------------------_______________________-___---------------------------- 5611-56030 INCENTIVES BEGINNING BALANCE 50,000,00 1/11/18 1/11 A05411 CHK: 094116 97083 EXCO INCENT 3 OF 4 004522 INCENT #3 011018 20,000.00 70,000.00 1/19/18 1/19 A06221 CUR: 094278 97356 CSD-QRTLY STR 003990 011818 WEDC 28,338.48 98,338.48 1/22/18 1/22 A06427 CHK: 094327 97418 060-INC 5 /6 003925 INCENTIVE #5 25,000.00 123,338.48 1/22/18 1/22 A06427 MIX: 094327 97418 B&B 2017 STR 003925 INCENTIVE #5 20,377.35 143,715.83 1/31/18 1/31 A07090 CHK: 094531 97600 VON RUNNEN - INCENT 3 / 004500 INCENTIVE #3 10,000,00 153,715.83 JANUARY ACTIVITY DB: 103,715.83 CR: 0,00 103,715.83 5611-56040 SPECIAL SERVICES BEGINNING BALANCE 5,849.07 1/22/18 1/22 A06330 CHK: 094307 97380 ORTLY PEST CONTROL 000792 96242 50,00 5,899.07 1/22/18 1/22 A06331 CHK: 094310 97380 TCEQ-HWY 78 VCP 101320 VCP0042248 OCT17 1,092.50 6,991.57 1/22/18 1/22 A06332 011K: 094310 97380 TCEQ-HWY 78 VCP 001320 VCP0042249 OCT17 948.75 7,940.32 1/22/18 1/22 A06423 CHK: 094334 97418 JANITORIAL SVC-JAN 18 002330 42720 157.50 8,097.82 1/22/16 1/22 A06430 CHK: 094342 97418 0-605 COMM RAP 004337 25489 01459,001 397.92 8,495.74 1/22/18 1/22 A06431 CHK: 094342 97418 0-HWY 78 VCP 004337 25512 01459.008 1,989,00 10,484.74 1/26/18 1/26 A06904 CHK: 094484 97536 0-ENVRN CRI SITE-PROF SE 004337 25611 WEDC 788,00 11,272.74 1/26/18 1/26 A06851 CHK: 094465 97523 CRI-RMV FENC, MOW 002723 1803 WEDC 2,750.00 14,022.74 1/26/18 1/26 A06851 CHK: 094465 97523 CRI-RMV SILT FENCE 002723 1803 WEDC 791.25 14,813,99 JANUARY ACTIVITY DR: 8,964.92 C,R, 0.00 8,964.92 -----------------------------------------------------------------------------------_--------------__------------_----_--------- 5611-56080 ADVERTISING BEGINNING BALANCE 9,920,00 1/19/18 1/19 A06217 CHIC: 094285 97356 CHAMBER -2018 BANNER AD 000468 8593 WEDC 1,500.00 11,420,00 1/19/18 1/19 006287 011K: 094303 97360 CHRISTMAS AD 000391 15891 WFDC 240.00 11,660.00 1/19/18 1/19 A06268 CHK: 094303 97360 IN & AMC. - 4MOST AD 000391 15951 WEDC 1,595.00 13,255,00 1/19/18 1/19 A06289 CHK: 094303 97360 IN & ARND-LQ AD 000391 15958 WEDC 1,669.00 14,924,00 1/26/18 1/26 A06841 CHIC: 094472 97523 CHAMBER DIRECTORY AD 000468 8668 WEDC 1,200.00 16,124.00 JANUARY ACTIVITY DB: 6,204.00 CR: 0.00 6,204.00 2-26-2018 4:09 PM DETAIL LISTING PACE: 3 FUND : 111--WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Jan-2018 THRU Jan-2018 DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS: 5611-52010 THRU 5611-58910 POST DATE TRAN 9 REFERENCE PACKET - =DESCRIPTION VEND INV/JE 4 NOTE ---AMOUNT---- -----BALANCE 5611-56090 COMMUNITY DEVELOPMENT BEGINNING B A I, AN C E 15,370.88 1/16/18 1/18 A06125.OFTc 000508 97325 HOLIDAY BASKET 000.912 8277 JAN18 SATTER 175.00 15,545.88 1/18/18 1/18 A06125 DFT: 000508 97325 TNDUST. APPREC; EVEN 000912 8277 JAN18 SATTER 1,640.78 17,106.66 1./16/18 1/18 A06149 DFT: 00050.8 97327 HOLIDAY BSK ITEMS 000912 8277 JAN18 WYGAN 142.20 '17,328.86 1/18/18 1/18 A06149 DFT: 000508 97327 HOLIDAY"BSKT SUPP 000912 8277-JAN18 WYGAN 94.72 17,423.58 1/18/18 1/18 A06149 DFT: 000508 97327 HOLIDAY BSKT SUPP 000912 8277 JAN18 WYGAN 41.39 17,464.97 1/18/18 1/18 A06149 DFT: 000508 97327 HOLIDAY BSKT ITEMS 000912 8277 JAN18 WYGAN 210.00 17,674.97 1/10/18 1/18 A061.49 OFT: 000508 97327 IIOLIDAY BSKT ITEMS 000912 8277 JAN18 WYGAN 87.64 17,762.61. 1/18/18 1/18:A06149:DFT: 000508 97327 BEREAVEMENT CARD 000912 6277 JAN18 WYGAN 4.32 17,766.93 1/18/18 1/16 A06149 OFT: 000508 97327 HOLIDAY BSKT ITEMS 000912 8277 JAN18 WYC,AN 162.40 17,929.33 1/26/18 1/26 A06850 CHM: 094458 9752E STETSON /STILETTO SPONSO 002472 012218 WEDC 2,500,00 20,429,33 -,__ - =,-=,6,-, JANUARY ACTIVITY DB: 5,058..45 CR: 0.00 5,058.45 5611-56'_.10 COMMUNICATIONS B E G I NN1: N G ,B ALA NC E 1,256..41 1/17/18 1/17A05957CHK. '094246 97265 TABLET SERVICE WEDC 001797 82249579907 DEC17 227.94 1,484.35 1/18/18 1/18 A06125 DFT: 000508 97325 TELEPHONE SERVICE 000912 8277'JAN16 SATTER 177,47 1,661.82 1/19/18 1/19 A06259 .CHK: 094287 97358 INTERNET SERVICE 004568 2101577989 DC25-1 210.70 1,872.52 -- -�� _ JANUARY ACTIVITY DB: 616.11 CR: 0.00 616.11 5617-56180 RENTAL BEGINNING B A L A.N C.:E 9,502.00 1/19/18 1/19 A06294 111K: 094304 97360 OFFICE RENT-FEBRUARY 003231 011718 FEB18 2,250,00 11,032.00 1/22/18 1/22 A06425 CHK: 094324. 97418 COPIER RENTAL 003509 102056 194.00 12,026.00 -==`,,,, "� _ JANUARY ACTIVITY DR: 2,444,00 CR: 0.00 2,444.00 5611-.5621.0 TRAVEL & TRAINING BEGINNING BALANCE '3,875.65 1/18/18 1/18 A06087 OFT: 000508 97315 TFDC WFRINAR GREINER 000912 8277 JAN10 GREINER 79.00 3,954.65 1/18/18 1/1.8.A06087 OFT: 000508 97315 TEDC WEBINAR-GRFINER 000912.8277 .JAN19 GREINER 79.00 4,033.65 1/18/18 1/18.A061.25 OFT! 000508 97325 A-BUS MTG-SATTER ANN 000912 8277 JAN18 SATTER 28..00 4,061.65 1/18/18 1/18 A06.125 OFT: 000508 97325.A-BC7S MTG-SATT ALLEN 000912 8277 :JAN19 SATTER 154,26 4,215.91 1/18/18 1/18 A06125 OFT! 000508 97325 :A-BUS FTC SATT (7) 000912 8277 .JAN18 SATTER 383.99 4,599.90 1/18/18 1/18 A06149 DFT: .000509 97327 ICSC REG (5) 000912 8277 JAN18 WYGAN 2,950.00 7,549.90 1/18/18 1/18 A06149 DFT.: 000508 97327 ICSC REG-WINTTERS 000912 8277 JAN16 WYGAN 590.00 8,139.90. --- JANUARY ACTIVITY DB: 4,264.25 CR: 0.00 4,264.25 7- 8-2019 1:3 9 PM DETAIL L 1 ; T I N Ql PAGE: 4 BOND : Ill—WYLIE ECONOMIC 33'VE:1 COBS PERIOD 'C USE: ,1 Y€-211R TI14E9 Jan-2 P1R DEP 1 611 DEVELOPMENT 3' 80 2WEDO: ACCOUNTS: 0011--22010 TH.3BH 5C11.-S8211 POST I1A"' TR N 3 REFEkt1`3413' .'r"4+e814 ._-:-.96C.i"03'4IPTION m...a- TEND INVE,l'C: Yt 1OTF . m—tAM311FawT.a.w__ -,141AND — 55a11-632..,' PROFESSIONAL TRAINING PEGINNING BALANCE 0.00 5611-53. I1 ORES 4 SUBSCRIPTIONS BEGINNING BALANCE: 15,969,12 1,118116 1E18 A06097 OFT; 0905 21315 IESC DUES—GREIN531: 033418 8271 ,TAN11 :51.)118:a 25.07 16,263.722 1/15/il 1/18 A08125 III' 000509 97.325 SLUR CORPDUES 000212' 6277 JAN18 SAT"TER 679.00 18,742,,78 1./19"1 R 1/1R A Cil}44 ITT: 080008 34 327 JUGS DUES 3INTTFR: 000E12 8277 JAN18 4 °GAN 50.04 18,792,78 6282866888626 JANAARY ACTIVITY DP: 924,0) OR: 0°00 8.4.0(3 5311-53 ,,0 INSURANCE BEGINNING BALANCE. 3,860,10 1412/19 4k 12 t:33331 ROUT 110212889 24165 9142' Y1:011 1a01141.41041,3 8,860.133 u 68..,855 JANUARCY ACTIVITY: D13;::: i7.11t0 71R,, ?,000.DOOR: 1.3100:0011R... 5511-53 51 I AUII'T 3 LEGAL, SERVICES ESP Al Cl I N N T N 51 0 l 'L ;a.:: N [: 8. 8':2 4 Tz.3`4' 1E19/18 1)143 '016269 ONE: D94288 97359 RIRBY ST—ENV134W. ATT . 004641' 1:.1224 WEDS, 4,005.1110 4,2 1,63 I 42/18 1,E22 34063.4 5;118: 094306 3731111 AT T FEE—'3 D^e,1NN8LL: 000123 I 27130)118 141,DT 880.011 10,131.33 1./2.2✓18 1E22 A96326 C88: 944303 973311 A11'88 3T1— YL34N1 4ERE41. 004141.23 1410 27 30081M 81:(t' 880.110, 10,771,63 86-- —«a,---a JANUAFY ACTIVITY DB:, 5,588.00 082 0.00 5,565:00 5311 65807,1_:. R."swCIINF, I3i44"./AA16„$$I'IFC'1"tIFS.a2'E: 13 N @'a I N N 1 N 14 E1 It L x/3 N 11 R, 9,00 0 5311-4.031? 1JTT43T271E —ELECTRIC BEGINNINGBALANCE 34 M1.C13: 1/12 1R 1✓"12 802888 C.1411 894290 2"€358 UTIIIT`1;T::,S—FI1UT Il 41013302 I171655388 8312 DC T+1.Ca 4'73,Ca;1 1./19/18 1/42 3113 4 CRY, 02422C1 3'135R UTI6.1I`6I8 —MA ER 3Cti3302":1 122-1a74(3 1 i4C .i"3 13,11 •391.52' 1/191.1t 1.J14 A06255 GSM: 094240 97358 0TTLIs'T.ES—CSA:�.:.: C11133(.2 302828106E 1#rCIT 11.04 599,46. 1/2 /18 I/22 A11d415 C:3HM, 024,3.5 61418 0AK 5'"1 — GAS UTILITIES 00(246 "43043148'IC1E, D3b-JA4 ".°33',1.44 813,", 606-. ._...._ .. _, J/31UAR.Y ACTIVITY 1Y14,: =447.88 CR: 0,00 441,88 2-26-2018 4:09 PM DETAIL LISTING PAGE: 5 FUND , 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Jan-2018 THRU Jan-2018 DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS 5611-52010 THRU 5611-58910 POST DATE TRAN # REFERENCE PACKET------DESCRIPTION------ VEND INV/jE # NOTE -AMOUNT- --BALANCE a -------------------------------------------------------------------------------------_-_—_------------------------------ 5611-57110 DEBT SERVICE BEGINNING BALANCE 0,00 5611-57410 PRINCIPAL PAYMENT BEGINNING BALANCE 170,523.77 1/02/18 1/05 B59469 Bak Dft 010218 16709 JE28028 K&M PMT #28 JE# 028028 80154.97 178,678,74 1/10/18 1/11 B59575 Bnk Dft 011018 16735 JE28081 PEDDICORD/WHITK PMT#37 JE# 02.6081 .5,504.79 184,183.53 1/12/18 1/23 B59682 Bnk Dft 011218 16774 JE28130 WB PEW. PMT #41 JE# 028130 1.2,117.34 196,300.87 1/22/18 1/24 B59720 Bak Dft 012218 167E35 JE28162 JARRARD PROP #13 JE# 028162 2,015.30 198,376.17 1/22/18 1/24 B59721 Bnk Dft 012218 16785 JE28163 BUCHANAN PMT #41 JE# 028163 6,8M11 205,262.26 1/23/18 1/24 B59723 Bnk Dft 012318 16786 JE28165 EDGE PMT #19 JE# 028165 15,389.22 220,651.50 ------------- JANUARY ACTIVITY DB: 50,127,73 CRY 0,00 50,127 " ----------------------------------------------------------------------------------------------------------------------------------- 5611-57415 INTEREST EXPENSE BEGINNING BALANCE 41,397.73 1/02/18 1E05 B59469 Bak Dft 010218 16709 JE28028 K&M PMT #28 JE# 028028 590,28 41,988.01 1/10/18 1/11 B59575 Bak Dft 011018 16735 JE28081 PEDDICORD/WHITE PMT#37 JE# 028081 1,877,66 43,865,67 1/12/18 1/23 B59682 Bak Dft 011218 16774 JE28130 WB PKWY PMT #41 JE# 028130 1,150.59 45,016.26 1/22/18 1/24 B59720 Bnk Dft 012218 16785 JE28162 JARRARD PROP #13 JE# 028162 1,033,85 46,050.11 1/22/18 1/24 B59721 Bnk Dft 012218 16785 JE20163 BUCHANAN PMT #41 JE# 028163 445,84 46,495.95 1/22/18 1/24 B59722 Bnk Dtt 012218 16785 JE28164 DALLAS WHIRLPOOL PMT14 JE# 028164 6,888.89 53,384.84 . 1/23/1B 1/24 B59723 Enk Dft 012318 16786 JE28165 EDGE PMT #19 JE# 028165 1,670,59 55,055,43 www-a-KaYaaKa JANUARY ACTIVITY DB: 13,657.70 CR: 0,00 13,657,70 ..----_________________-------------------------------------------------------------------------------------- 5611-57710 BAD DEBT EXPENSE BEGINNING BALANCE 0,00 ------_—_-_—_-_-_---------------------------------------------------_-_---------------------------------------------- 5611-58110 LAND-PURCHASE PRICE BEGINNING BALANCE 0.00 -----------------------------------------------------------------------------------------------------------_-_------- 5611-58120 DEVELOPMENT FEES BEGINNING BALANCE ("8 5611-581.50 LAND-BETTERMENTS BEGINNING BALANCE 0.00 2-26-2018 4:09 PM DETAIL LISTING PAGE: 6 FUND : 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Jan-2018 THRU Jan-2018 DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS: 5611-52010 THRU 5611-58910 POST DATE TRAN # REFERENCE PACKET DESCRIPTION------- VEND INV/JE # NOTE -----AMOUNT==== --BALANCE-- 5611-58210 STREETS & ALLEYS BEGINNING BALANCE 0.00 5631-58410 SANITARY SEWER BEGINNING BALANCE 0.00 5611-58830 COMPUTER HARD/SOFTWARE BEGINNING BALANCE 0,00 -------------------------------------------------------------------------------------------------------------------------------- 5611-58830 FURNITURE & FIXTURES BEGINNING BALANCE 0.00 5611-58910 BUILDINGS BEGINNING BALANCE 0.00 * * * * * 000 ERRORS IN THIS REPORT! T* REPORT TOTALS ** --- DEBITS --- --- CREDITS BEGINNING BALANCES; 334,935.86 0.00 REPORTED ACTIVITY: 202,313.19 1,000.00CR ENDING BALANCES: 537,249.05 1,000.0CCR TOTAL FUND ENDING BALANCE: 536,249.05 FUND: 922-GEN LONG TERM DEBT (WEDC) -______----------------------------------------------------------------------------------------------------------------------------- DEPT: 611 INVAIND DEPT ** 5611-57410 PRINCIPAL PAYMENT BEGINNING BALANCE 170,523.77CR 1/02/18 1/05 B59469 Bnk Dft 010218 16709 JE28028 K&M PMT #28 JE# 02B028 5, 9,7CR 175,678,74CR 1/02/18 2/13 B59937 16842 JE28251 K&M PMT #28 JE# 028851 80188,8%12 183,833.71CR 1/02/18 2/33 B59937 16642 JE28251 REV JE28028 INCORAMT JE# 02825t 80154.97 178,678.74CR 1/10/18 1/11 B59575 Bak Dft 011018 16735 JE28081 PEDDICORD/WHITE PMT#37 JE# 0280Bi 5,485.59cR 184,164,33CR 1/12/18 1/23 B59682 Bnk DEL 011218 16774 JE28130 NB PKWY PMT #41 JE# 028130 120111,34CR 196,281.67CR 1/22/18 1/24 B59720 Bnk Dft 012218 16785 JE28162 JARRARD PROP #13 JE# 028162 2,015.30CR 198,356.97CR 1/22/18 1/24 B59721 Bnk Dft 012218 16765 .7E28163 BUCHANAN PMT #41 2-88 028163 6,886,1188 205,243.08CR 1/23/18 1/24 B59723 Bnk Dft 012318 16786 JE28165 EDGE PMT #19 JN# 8281811 15,389322,M 220,632.30CR ,NNNNNNmNNN JANUARY ACTIVITY DB: 5,154.97 CR: 88,263.50c8 800108 8:32383. 2-26-2018 4:09 Plq DETATL LTSTING PAGE: 7 FUND 922-GEN LONG TERM DEBT (WED ) PERIOD TO USE:: Jan-2018 THRIJ Jan-2018 DEPT : 611 .4 INVALID DEPT ACCOUNTS: 5611-52010 THRU 5611-58510 POST DATE TRAN 5 REFERENCE VEND INV/JR I NOTE m'-"AMOUNT'''-.'-- CONTRA EXPENSE - (Aurirr ONLY) BEGINNING BALANCE 0.00 000 ERRORS IN THIS RRPORT! "-,-*-*-.-*-.-*-*-'-*-.-4-' REPORT TOTALS '. DEBITS - CREDITS --- BEGINNING SALANCEST 0900 170,523.77CR REPORTED ACTTVITY; 5,154,91 .55,26350CR ENDING BALANCES! 5,1,54.=g7 225,70727CR TOTAL FUND ENDING BALANCE: 2:"4'.0,632,30CR S A 2 S A ES n 8 4:0) P4 E2 E T A: T t: LISTING EASE: 8 SELECTION CRITERIA FISC.AL.P YEAR: OP 81„ f Sep—E8Es FONT All: P ERDOD TO USE: S:D—?';OI R TURD ADP-201 TRANSACTIONS: BOTH ACCOUNT SELDCZaON ACCOUNT RANGE: DAGI-5EEIEC IFAU IEE11-E441d 18I8P8181'h1ENT RANGE: /w0) 4 ACTIVE FUNDS ONL/ : N AC 1MS ACCOUNT ONLY: NO INCLUDE RESTRICTED ACCOUNTS: NO O 1027' SE1.0 6811N,:: PSEt T OPTIONS DETAIL OMIT ACCOUNTS OUGNTS WITH Net .ACTIVITY: N PRINT DECUMSRANCES.: NO PRINT VENDOR NAME: NO PRINT PROJECTS: N PRINT JOURNAL ENTRY NOTES: NI PAINT MONTHLY 66T81rS: 'z'E; PRINT AND T�:p"CALS= NO PRINT: INVOICE PAGE 'SPEAR 168: NONE Wylie Economic Development Corporation Balance Sheet Sub Ledger January 31, 2018 Notes Payable Date of Rate of Principal Purchase Payment Beginning Bal Principal Interest Interest Balance January 1, 2018 4,110,300.71 ANBTX-88130976 WOODBRIDGE PKWY (#41 of 60) 8/15/14 13,267.93 512,389.97 12,117.34 1,150.59 2.61 500,272.63 ANBTX-88148481 BUCHANAN(#41 of 60) 8/13/14 7,331.95 141,911.38 6,886.11 445.84 3.77 135,025.27 ANBTX-88149711 PEDDICORD/WHITE(#37 of 120 12/12/14 7,382.45 536,473.79 5,504.79 1,877.66 4.20 530,969.00 ANBTX-88158043 K&M/HOBART(#28 of 48) 9/2/15 8,745.25 177,085.35 8,154.97 590.28 4.00 168,930.38 ANBTX-88157334 LINDUFF/EDGE(#19 of 27) 10/21/15 17,059.81 464,687.40 15,389.22 1,670.59 4.25 449,298.18 ANBTX-88158357 DALLAS WHIRLPOOL(#14 of 60) 11/22/16 2,000,000.00 0.00 6,888.89 4.00 2,000,000.00 JARRARD GRAYS AUTO(#13 OF 120) 12/1/16 3,109.15 275,692.94 2,075.30 1,033.85 4.50 273,617.64 January 31, 2018 $50,127.73 $13,657.70 4,058,113.10 Wylie Economic Development Corporation Inventory Subledger January 31, 2018 Inventory- Land Date of Pur. 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 Suble er Tenant Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 Helical Concepts 1st 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 1/25/18 I Wheels Unlimited 15th 3/13/17 4/17/17 5/19/17 6/7/17 7/18/17 8/18/17 9/14/17 10/17/17Q 11/15/17 12/20/17:, 1/16/18 2/16/18 Trimark Catastrophe 15th 3/1/17 4/10/17 5/3/17 6/5/17y 7/3/17; 7/26/17 9/7/17� 10/27/17 11/2/17 1/8/17 1/19/18. 2/14/18 Dennis Richmond 1st 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 2/5/18 Austin/Said LLC 1st 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 2/20/28 Austin/Said LLC 1st 4/13/17 5/12/17 5/12/17 6/16/17Y 7/11/17 8/21/17 8/29/17 10/23/17 11/8/17 12/14/17 1/12/17 2/20/18 DCU 1st 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 2/1/18 Delta-E 1st 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', 12/29/17r 2/1/18 (*)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 December 2017 DATE PAYEE AMOUNT BUSINESS PURPOSE INDIVIDUAUGROUPS PRESENT 12/11/17 Ballard Street Café 28.00 Bus. Mtg Satterwhite,ANB (2) 12/11/17 Ballard Street Café 175.00 WEDC Holiday Basket na 12/13/17 Club Corp 679.00 Dues na 11/01/17 Club Corp 154.26 Bus. Mtg Satterwhite,Allen 11/29/17 Club Corp 383.99 Bus. Mtg Satterwhite, Brokaw, Jamerson, Sharp,Albert 11/28/17 Club Corp 1,640.78 WEDC Invitational Event (See Attached List) 12/22/17 Taco Delite 30.00 Employee Holiday Lunch Staff 12/02/17 Cytracom 177.47 Telephone Service n/a TOTAL1 3,268.50 WEDC Assistant Director JPMorgan Chase Expense Report December 2017 DATE VENDOR PURPOSE AMOUNT 12/29/17 TEDC Dues-Greiner 95.00 12/29/17 TEDC Webinar Greiner 79.00 12/29/17 TEDC Webinar-Greiner 79.00 Total 253.00 WEDC Senior Assistant JPMorgan Chase Expense Report December 2017 DATE VENDOR PURPOSE AMOUNT' 12/5/17 USPS KREA Notification 26.50 12/8/17 ICSC RECon Registration Satt, Greiner, Hogue, 011ie, Brokaw 2,950.00 12/8/17 ICSC ICSC Dues-Wintters 50.00 12/8/17 ICSC RECon Registration-Wintters 590.00 12/11/17 Deanan Holiday Basket 142.20 12/11/17 Carmies Kitchen Holiday Basket 162.40 12/12/17 Hobby Lobby Baskets 136.11 12/12/17 Coventry Holiday Basket 210.00 12/15/17 Walmart Holiday Basket Supplies 87.64 12/21/17 Kroger WEDC Board Meeting Meal 2.99 12/21/17 Walmart WEDC Board Meeting Meal 4.98 12/21/17 Rosas Holiday Luncheon -Office 42.20 12/22/17 Chilosos WEDC Board Meeting Meal 80.00 12/27/17 Walgreens Bereavement Card 4.32 Total 4,489.34 WYLIE ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE FOR THE MONTH OF FEBRUARY 2018 MONTH WEDC WEDC WEDC DIFF °!o 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 260,166 276,698 275,668 -1,030 -0.37% MARCH 167,082 191,648 APRIL 154,920 168,844 MAY 238,646 244,816 JUNE 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 $652,412 -$18,441 -2,75% AUDIT ADJ TOTAL $2,481,757 $2,627,376 $652,412 -$18,441 -2.75% WEDC SALES TAX ANALYSIS RI $250,00 ' $2000000 ... 7- y t $150,00 �,. -ii,; 1, ,:il,. ' I 11 1: 11 i 1,:: 01 lit 1.11, i 1 $1 00,000 lr fit I ,' Iii• f.,r $0 --' # I -" P i ;L' d ..-, , ,, k isirs `- i ._ # --- m g Q ) ' rn .0 a a -' Q E 0 O LTa ylie cono ic 1 evelo I ent Cor s oration E • - A • TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director ' SUBJECT: Finnell Contract DATE: February 24, 2018 Issue Consider and act upon issues surrounding a Purchase and Sale Agreement between SCSD- Finnell, Ltd. and the WEDC. Analysis As directed by the Board in Executive Session, staff entered into a Purchase and Sale Agreement with SCSD-Finnell, Ltd. for the sale of a 78-pad site for the development of a 10,000 square foot multi-tenant building. Staff will provide an update at the meeting to bring the Board current on the project. Recommendation Staff recommends that the WEDC Board of Directors ratify the Purchase and Sale Agreement between SCSD-Finnell, Ltd. and the WEDC. Attachments Purchase and Sale Agreement PURC SE D S AG* EMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into by and among v LIE ECONOMIC D LOPMENT CO' ORATION, a Texas non-profit corporation("Seller") and SCSD-FI ELL,LTD.,a Texas limited partnership ("Purchaser"). • 'TICLE I. 1.01. 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, b- approximately ±1.54 acres (67,341 square feet) of land,located at the Southwest corner of Industrial and Highway 78 in the City of Wylie, Collin County, Texas, as depicted on Exhibit"A" (the "Land"), together with any and all benefits, privileges, tenements, hereditarnents, 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 rela to the Land (collectively,the"Property").The metes and bounds description of the Land contained in the Survey (hereinafter defined) shall be substituted for . 'bit "A" and shall become a part of this Agreement, as the description of the Land to be conveyed hereunder,upon receipt of the same by Purchaser(subject to the Property being platted at which time the platted lot description shall be substituted for Exhibit"A" and shall become a part of this Agreement,as the description of the Land to be conveyed hereunder,upon receipt of the same by Purchaser). 'TICLEH. PURC •SE P' CE Amount of Purchase Price 2.01. The purchase price shall be the approximate sum of One Million Three Hundred Forty-Six Thousand Eight Hundred Twentyand No/100 dollars($1,346,820.00) which shall be finalized based upon a price of Twenty and no/100 dollars ($20.00) per square foot ("Purchase Price") to be determined by the Survey which is more particularly described below after completion,pursuant to the terms this Agreement,with such Purchase Price to be adjusted at Closing for any prorations and closing costs as provided in this Agreement. At Closing, the Purchase Price be paid by Purchaser to Seller by cash, check, wire transfer or other immediately available funds through the Title Company to an account designated by Seller. • TICLE III. ESCROW DEPOSIT 3.01. Within five (5)business days of the execution of this Agreement by Purchaser and Seller and for the purpose of securing the performance of Purchaser,under the terms and provisions of this Agreement, Purchaser shall deliver to Lanyr:r Title,Attn: D. Barron Cook, 250 South Highway 78, Wylie, Texas 75098 (972) PSA-Wylie EDC/Sale to SCSD Pitmen,Ltd. Page 1 2302628v9 442-3541 (telephone);Email: baron.cook@lticao.rom (the "Title Company"), a wire transfer, cashier's check or other same day certified funds in the total amount of Ten Thousand and no/100 dollars ($10,000.00), 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 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. •TICLE IV. CO I ITIONS TO CLOSING Contingencies 4.01. 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 fifteen (15) days after the Effective Date of this Agreement, Seller shall cause to be delivered to Purchaser a new ALTA survey of the Property and of the proposed access easements over the property located to the west of the Property which easements shall provide for access to and from State Highway 78 [`Western Access Drivel and access across the property owned by Seller abutting the Property to the west (the "Survey"). A portion of the Western Access Drive has already been constructed and platted as a public Access Easement,but Seller understands and agrees to grant such access easements to Purchaser since Purchaser is requiring same to be private easements. The balance of the Western Access Drive will be platted prior to closing and will be constructed by Seller as set forth below,with the method of construction to be such that same will withstand significant vehicle travel over and across same. The Survey should meet the ALTA 2016 Survey requirements (as more particularly described below), be certified to be accurate, complete and correct to Title Company,Purchaser,Purchaser's lender (if any) and Seller, and 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 ("FE •"), easements (both current and those to be PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. Page 2 2302628v9 granted),and rights-of-way on or adjacent to the Property and shall set forth the number of total gross square feet comprising the Property. The Survey will: (1) be prepared by a Registered Professional Land Surveyor; (2) be prepared in accordance with the "Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,"jointly established and adopted by ALTA and NSPS in 2016,and containing items 1,2,3,and 4 of Table A to those standards (any additional Table A items requested by Purchaser to be included on the Survey will be at the Purchaser's sole cost and expense), and depicting all recorded and visible utilities; (3) show the land area, and (4) comply with the following general requirements: (i) be in a form reasonably acceptable to Purchaser, Purchaser's lender and the Title Company; (ii) set forth a legal description of the Property by reference to a platted lot or lots; (iii) set forth a separate legal description of the Western Access Drive;(iv) show that the Survey was made on the ground with corners marked with monuments either found or placed; (v) show any discrepancies or conflicts in boundaries, and any visible encroachments; (vi) contain the surveyor's certificate to Purchaser,Title Company, Purchaser's Lender and Seller that the Survey is true and correct; and (vii) show the location and size of all matters affecting the Property and adjacent to the Property, if any, if recorded or visible and apparent, such as but not limited to building set back lines (as shown on any recorded plat or to be recorded plat), streets and roads, encroachments, easements, recording information of recorded easements, 0 pavement, protrusions, rights-of-way, and (m) any markers or other visible evidence of utilities. The Survey must also show the area of the Property covered by the 100-year flood plain, and that area, as reasonably determined by the surveyor, will be conclusive for purposes of this Agreement, even though the surveyor may qualify that determination as approximate. After approval of the Survey by Seller, Purchaser and the Tide 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 1LTA 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 PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. Page 3 2302628v9 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 wrip'•: to Seller such objections as Purchaser may have to anything contained in them (the "Objection Notice"). Notwithstanding an, 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 Tide 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 tj.e 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) Chick-Fil-A Restrictions. On or about June 19, 2017 Seller and Chick-Fil-A, Inc. ("CFA") PSA-Wylie EDC/Sale to SCSD Pitmen,Ltd. Page 4 2302628v9 entered into an Easement Agreement with Covenants and Restrictions ("EACR") which was placed of record. One of the restrictions contained in the EACR requires certain parking ratios in excess of what the City of Wylie, Texas ("City") requires in connection with a proposed use of the Property for restaurants. Seller has openly and continuously indicated to Purchaser that Seller prefers that Purchaser lease the proposed space in its proposed building improvements to restaurants; however, under the current restrictions contained in the EACR,Purchaser may not be able to lease space to any restaurants over 53%of the currently anticipated lease space. Seller agrees to use its best efforts to obtain from CFA a written confirmation that these restrictions will not apply to the size restaurants planned for the Property, of if necessary, a modification of such restrictions on the Property such that the restriction is not applied cumulatively and will not apply to restaurants of 5,000 square feet or less,thereby allowing Purchaser (at its option) to obtain additional restaurant tenants for the proposed improvements. Any and all modifications of the EACR must be approved by Purchaser prior to Seller's agreement and execution of same. (e) Proposed Use. Purchaser's obligation to close on the Purchase of the 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. The Property is properly zoned for the intended improvements and proposed use. A Conveyance Plat for the Property to be spearheaded by Purchaser at Seller's and Purchaser's joint expense will be approved by Seller and Purchaser in writing and filed of record at or before Closing which Plat will cause the Property to be a new lot, subject to no additional restrictions on such Plat. (f) Proposed Construction. Purchaser intends to construct a 10,000 square foot multi-tenant building on the Property. The Property will be subject to a use restriction document(to be negotiated during the Feasibility Period and to be executed by Seller and Purchaser at Closing and to be recorded at Closing) ("Restriction Document") requiring that: (i) the improvements on the Property initially include restaurant(s), which shall occupy a • - um of fifty-three percent (53%) of the square footage of the building improvements including initially a Schlotzsky's Austin Eatery or Schlotzsky's Restaurant ("Restaurant Requirement"), subject to penalties to be contained in the Restriction Document which shall require Purchaser to pay Seller the additional sum of$125,000.00 in the event Purchaser fails to comply with the Restriction Document Purchaser will have thirty (30) months from Closing to achieve the Restaurant Requirement as evidenced by Certificate(s) of Occupancy issued by the City of Wylie, and must maintain the Restaurant Requirement once the Certificate of Occupancy is issued for six (6) months thereafter. This PSA-Wylie EDC/Sale to SCSD Fitinell,Ltd. Page 5 2302628v9 conditional financial penalty '' ' be a secured by a Deed of Trust lien on the Property,which Seller will subordinate to a third-party lender of Purchaser. "Restaurant"shall be defined as a facility that prepares and sells food directly to consumers for immediate consumption and/or tenants requiring restaurant parking. "Restaurant" does not include facilities that provide food to interstate conveyors,central kitchens, and other similar facilities that do not prepare and serve food directly to consumers. (it) In addition to the standard provisions, the Restriction Document shall also require Seller to execute a recordable document in a form approved by Purchaser whereby Seller acknowledges that Purchaser has complied with the Restaurant Requirement(or Seller waives such Restaurant Requirement and acknowledges receipt of payment by Purchaser in connection with such waiver). (h) Acknowledgement by Purchaser. Purchaser acknowledges that current deed restrictions are in place prohibit.: restaurants, which generate 25% or more of its gross sales from the sale of chicken. Additionally, businesses which generate 40% or greater of their total sales from the sale of alcohol are restricted. (i) Site Plan and Elevations. Prior to the expiration of the Feasibility Period, Purchaser shall provide to Seller a site plan and elevations, subject to Seller's written approval which shall not be unreasonably withheld or delayed if the elevations are similar to those attached hereto as 'bit "C" and the site plan is similar to that attached hereto as Exhibit"A". The improvements must contain a minimum of 10,000 square feet of space,and the site plan must indude outside dining for any restaurant space located within any end-cap of the improvements. (j) Seller's Required Disclosures. Seller shall have disclosed to Purchaser any known conditions that would or might adversely affect design, construction and use of the Property as contemplated by this Agreement. (k) Additional Contingencies. Prior to Closing,Seller shall cause all of the following to occur: (i) All wet utilities will be to the perimeter of the Property in the size and general location as required by the City for the Purchaser's proposed improvements. (ii) Seller and City have agreed in writing that if Purchaser leases more than 60%of the space in the proposed improvements to restaurant users (evidenced by executed leases and certificates of occupancy for the improvements),Purchaser shall receive an economic incentive of(i) $50,000 to reimburse purchaser for qualified infrastructure improvements (streets and roads,water and sewer utilities,electric utilities,or gas utilities,drainage,site improvements,and related improvements),and (ii) an additional$25,000 to reimburse purchaser for qualified infrastructure improvements if a building permit is issued and construction commences on the project no later than December 31,2018, pursuant to a PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. Page 6 2302628v9 written Performance Agreement,the form of which will be approved prior to the expiration of the Feasibility Period. Due Diligence Materials 4.02. 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(TCEO") 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 (" 's") and reports in Seller's possession; (d) a copy of the latest tax bill that includes the Property; (e) 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; Any other items in Seller's possession relating to the Property and/or the adjacent properties;and (g) All demands or notices of claims of suit regarding any personal injuries, property defects, adverse title claims, or any other claims or alleged claims affecting or related to the Property(including but not limited to any condemnation or eminent domain proceedings). 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. Feasibility Period 4.03. Purchaser shall have a period of sixty (60) 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 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 Thousand and No/100 dollars($5,000.00)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, PSA-Wylie EDC/Sale to SCSD Pitmen,Ltd. Page 7 2302628v9 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 Tide 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 '•ht 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 Purchases 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. Platting of the Property 4.04. As required above,the Property will be platted prior to the Closing.All parties acknowledge that the Property has to be platted on or prior to Seller's conveyance of the Property at the Closing in order to comply with Sec.212.004 of the Texas Local Government Code. In the event that the conveyance plat is not recorded or ready to be recorded as of the date of Closing specified in this Agreement, all parties agree that the date of Closing shall be automatically extended until five(5) business days (not to exceed a total of 30 business days) after the receipt of all required approvals and signatures from all necessary parties in order that such plat will be filed at or prior to Closing. The cost for platting the Property will be shared equally by the parties. Reciprocal Easement Agreement PSA-Wylie EDC/Sale to SCSD Fintnell,Ltd. P.- 8 2302628v9 4.05. Seller and Purchaser shall during the Feasibility Period agree upon the form of a reciprocal access easement agreement ("' A") to provide (a) the following access easements (i) ingress and egress to and from the Property to the State Highway 78 and described above as the Western Access Drive, (ii)ingress and egress to and from the Property to the property located abutting the Property along its eastern boundary line and (ill) ingress and egress over and across the adjoining properties located to the west of the Property and annotated on Exhibit"A" as Vacant (a/k/a the Adjacent Property), and (iii) ingress and egress across the Property for the benefit of the Seller's abu Property to gain access to Industrial Court to the ease,and (b) any and all necessary easements over the other properties shown on Exhibit"A" (and any other property owned by Seller) for the benefit of the Property for all utilities necessary for Purchaser to develop the Property,including but not limited to rights to drain into the common detention area,if any. The REA will further provide that Seller will have ingress and egress across the Property to :.* access to the public road east of the Property. The easement agreement shall include,but shall not be limited to,the Seller's obligation to complete the construction of the access easement areas across Seller's property across the Vacant site to the perimeter of the Property. The REA shall also contain such other provisions which Purchaser and Seller reasonably anticipate are necessary for their proposed development of the Property and the Seller's adjoining Property, along with typical maintenance obligations regarding the access drives by each party, required insurance, the ability of either party to perform maintenance if the owner of the easement area fails to do so (along with the right of reimbursement), and other typical provisions. Purchaser and Seller shall use good faith efforts to negotiate and agree upon such REA during the Feasibility Period. Conditions to Purchaser's Obligations 4.06. Additional conditions to Purchaser's obligation to close the Purchase of the Property are: (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 Clo :;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. Conditions to Seller's Obligations 4.07. 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: PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. Page 9 2302628v9 (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 Tide Company, cancel this Agreement and Seller shall thereupon receive the Escrow Deposit. • •TICLE V CLOSING 5.01. The Closing of the purchase and sale transaction contemplated herein shall be at the offices of the Title Company,on or before the first business day after thirty(30) days following the expiration of the Feasibility Period (the"Clos' I Date"). The base title policy premiums shall be paid by Seller and allocated in accordance with each of their respective interests, and any endorsements or extended coverage shall be paid by Purchaser. Any survey costs and platting expenses shall be allocated to the Seller and Purchaser equally,except for any additional Table A requested by Purchaser (other than those to be paid for by Seller as provided in this Agreement).The Seller shall pay the costs of recording any releases,and one-half of the cost of recording the Deed,REA and Restriction Document and those costs shall be allocated in accordance with each of their respective interests, and the Purchaser shall pay one-half of the cost of recording the Deed, REA and Restriction Document 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. At the Closing,Seller shall: (a) Cause the Plat to be recorded of record if same has not been recorded previously. (b) Deliver to Purchaser the duly executed and acknowledged Special Warranty Deed in the form attached hereto as Exhi.it": "conveying good and indefeasible title in fee simple to the Property,free and dear of any and all hens, 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;and ii. The Permitted Exceptions (to be reviewed and approved by Purchaser);and iii. Any other exceptions approved by Purchaser pursuant to this Agreement or in willing; PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. Page 10 2302628v9 (c) Deliver to Purchaser the duly executed and acknowledged REA and Restrictions Document. (d) Deliver to Purchaser at Seller's sole cost and expense, a current'1"LTA 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 of Sections 1445 and 7701 of the Internal Revenue Code of 1986,as amended,and the associated Treasury regulations. CO Deliver to Purchaser evidence of Seller's authority and capacity to close this transaction. (g) Deliver to Purchaser possession of the Property. 5.03. At the 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 rela:I , 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. ':TICI.E VI ' ESTATE COMMISSIONS 6.01. It is expressly understood and agreed that the only brokers involved in the negotiation and consummation of this Agreement have been EDGE Realty Partners,which represents the Seller ("EDGE") and John T. Evans Company (Jim Jamerson) who represents the Purchaser ("JTE",with EDGE and JTE collectively the "Brokers"). Conditioned upon the Closing and funding of the transaction contemplated herein, Seller shall pay to the Brokers, a total commission equal to the amount of seven percent (7%), of which four percent (4%) shall be payable to the JTE and three percent (3%) shall be payable to EDGE at the Closing and funding of the transaction. The real estate commission described above, upon the Closing of the purchase and sale contemplated by this Agreement shall be the responsibility of the Seller. Seller hereby agrees to indemnify, PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. Page 11 2302628v9 defend,and hold harmless the Purchaser 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. 'TICLE VII P' SENTATIONS • I COVEN TS 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, 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 enctunbrance 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) A portion of the property was contaminated by.a prior owner with hazardous materials necessitating the environmental remediation of the Land which remediation has been completed by either the prior owner and/or the Seller. (f) 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. (g) 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. (i) 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. e EDC/Sale to PSA-W Li �,na..._ y' SCSD Finnell,Ltd. Page 12 2302628v9 (j) Seller warrants and represents that the Property is not subject to any taxes or assessments applicable to the Property as a result of a change in land usage or ownership ("RIR.,ck Taxes"). Notwithstanding an • g contained in this Agreement to the contrary, this warranty and representation contained in this subparagraph (j) shall survive the Closing for four years from the date of Closing. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IT IS UNDERSTOOD AND AGREED THAT SEI .ER IS NOT MAKING ANY W ' ' TIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN 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), 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 HAZARDOUS 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 PSA-Wylie EDC/Sale to SCSD Fitmell,Ltd. Page 13 2302628v9 D THE' ' NO 0 OR ' TTEN AGREEME S, W• ' TIES OR REPRESENTATIONS, COLLATE • TO OR AFFECTING THE PROPERTY BY SELLER OR . THI• I P• 'TY(OTHER T THE W ' • ITES OR REP SENTATIONS SET FORTH IN THIS AG• EMENT D SELLER'S W • ' . TY OF TITLE SET FORTH IN THE SPECIAL W . TY DEED TO BE DELIVE• D AT CLOSING). FURTHER, PURC ER HE' BY AC:11 0 w EDGES TO SELLER T T PURC SER D SELLER NOT IN A SIGNIFIC TLY DISP TE B 'GAINING POSITION. THE TE• S D CONDITIONS OF THIS P. ' . G' . HS LE •RESSLY SURVIVE THE CLOSING D S L NOT BE I RGED THE• IN. 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 partnership. 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 B' CI-I 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 and, if applicable, the Additional Escrow Deposit(plus any interest thereon),or(ii)pursue specific performance,as its sole and exclusive remedies. PSA-Wylie EDC/Sale to SCSD Pitmen,Ltd. Page 14 2302628v9 TICLE IX BREACH BY PURL SER 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. TICLE 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. TICLE XI MISCE . < EOUS Survival of Covenants (a) 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 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. Notices (b) Notices.. Notices given pursuant to this Agreement will be effective only if in writing and delivered (i) in person, (ii) by courier, (iii) by reputable overnight courier guaranteeing next business day delivery, (iv) if sent on a business day during the business hours of 9:00 a.m. until 7:00 p.m.,central time,via facsimile, with a copy to follow by regular mail, (v) by United States certified mail,return receipt requested, postage prepaid, or (vi) by email (provided that if e-mail is used as the method of delivery, that it shall be deemed delivered as of the date and time of transmission of the email,so long as a hard copy of said notice is also sent by regular 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) in the case of personal delivery or courier delivery, on the date of delivery, (ii) if by overnight PSA-Wylie EDC/Sale to SCSD Fionell,Ltd. mm_ . Page IS,: 2302628v9 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) in the case of certified mail, the one (1) business day after the date of posting at the United States Post Office. The notice addresses for Seller and Purchaser are as follows: If to Seller: Wylie Economic Development Corporation 250 State Highway 78 Wylie,Texas 75098 Attn:Sam Satterwhite&Jason Greiner (972)942-7901 (telephone) (972) 429-0139 (facsimile) Email:sam@wylieedc.com Email:jasonawylieedc.com Copy to Seller's counsel: Abernathy,Roeder,Boyd&Hullett 1700 Redbud Boulevard,Suite 300 McKinney,Texas 75069 Attn:Randy Hullett&Cynthia Collett (214) 511 4007 (telephone) (214) 5444011 (facsimile) Email:rhulleta,abernathyla-w.com Email:ccollett@abeniathy-law.com If to Purchaser: SCSD-Finnell,Ltd. 1600 Corporate Court,Suite 150 Irving,TX 75038 Attn: Cary Albert (972) 241-2165 (telephone) (214) 241-2167 (facsimile) Email: calbertQrnatsolutions.cona Copy to Purchaser's counsel: William Roth and Gwen M.Eisenstein 11551 Forest Central Drive,Suite 110 Dallas,TX 75243 (972) 231-2424(telephone for vf•) (214) 549-5548(telephone for GME) (972)231-5252 (facsimile for WR) (214) 321-9200(facsimile GME—call GME phone first) Email:wmroth@aol.com Email:gmeisenstein@gniail.corn Parties Bound (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,executors,al • strators, legal representatives,successors and assigns where permitted by this Agreement PSA-Wylie EDC/Sale to SCSD Fiona.,Ltd. Page 16 2302628v9 Legal Construction (d) 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. Integration (e) 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. Time of Essence (I) 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. Attorney's Fees (g) 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. Gender and Number (h) 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. Compliance (i) 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 tide insurance. Effective Date of 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 receipted by the Title Company. 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 Assignment PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. Page 17 2302628v9 _ „ (k)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. Tax-Free Exchange (1) 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. Statutory Notices (m) The following notices are hereby given: (i) 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 (ii) 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: The water level of the impoundment of water adjoining the Property fluctuates for various reasons,including as a result of: (1) an PSA Wylie EDC/Sale to SCSD"Finnell,Ltd. Page 18 2302628v9 entity lawfully exercising its right to use the water stored in the impoundment;or(2) drought or flood conditions. IRS Reporting at Closin• (n) Title Company agrees to be the designated "repot:i , 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. Signage (o) Purchaser and/or Purchaser's broker may place a "Coming Soon" sign on the Property during the term of this Agreement. Execution by Seller (p) This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which, taken together, shall constitute a single Agreement. Seller shall have until 5:00 p.m. on January , 2018, within which to fully execute and deliver this Agreement to Purchaser, whereupon this Agreement shall constitute a legal and binding agreement. In the event that Seller shall fail to so execute and deliver this Agreement by 5:00 p.m. on January , 2018, 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 SCSD Finnell,Ltd. Page 19 2302628v9 C ED to be E as set forth h- above. SE "R: ECONO C DEVELOP CO '0' TION, a Texas non-profit corporation By Narnc 44,*et‘Its: E di Date signed by Seiler: January (D.2018 'URC ER'S SIGNATU 'P • ' ON T • FO • \ G PAGE] Seller's S'• a e Page PSA-WylieEDC/Sale to SCSD Pitmen,Ltd. C di V9 -PSA-1.54 acres-Wylie EDC to SCSD Fin21ell...2302628(9) PURClIASER: SCSD- a Texas limited partnership y: SCSD-FitInell N. at,12,(7i, a Texas firnite )iiii37 company Its General ar Byi (Cary Albert Pr wident Date signed by laser: January is [TITLE CO I CE ' &AC:i 0'' OGE i NT . ' •S ON T FOLI,0 G PAGE] • chaser's S°: 'lute Pane PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. • C • V9 -PSA-1.54 acres-v lie EDC to SCSD Fantae1l...2302628(9) TITLE COMP ACCEPT CE The Title Company acknowledges receipt of the executed Agreement on January JI ,2018 at 1. 1+ (a.m./ ). (hereinafter called the"Effective Date"). IA" RS TITLE COMP' By: Name:(.4Qi Its: 1 The Title Company acknowledges receipt of the Escrow Deposit on January 2018 at - 11 (a.m. ) and has accepted the Escrow Deposit subject to the terms and conditions set forth in this Agreement. LA" RS TITLE COMP. By: CiVL Name: et Its: Tide Company's Signature/Receipt Page PSA-Wylie EDC/Sale to SCSD Pitmen,Ltd. CLEANCLEAN V9 -PSA-1.54 acres-Wylie EDC to SCSD Finnell 2302628(9) ,.. (----- ..,.,, -------.. - ---- —_,....-- ----.-_ __. /' ---------- ._----- is ------------ '---TT------ _ _ _ _ , I II .i. r.°, ,.-.7-..'-ci?• V-1 / 1 1111111 Li_j j1. I n ‘. _,_ P4 ) U I 1 ' ' I 7;11 t ' HI ii .• , W I !•• / ' blit.'rift C1 ........, CS/ ''' , t CHICK A FLA VACANT 1 (-1 c., 0-, Z z 0 0 t E g t i g ..,, d pi rn (...) ----- cn •.I I:) t 44 i ilt fi 1 C 4.1 a F, 0 R cg . STATE HIGHWAY 78 04 g g• -J, ,L) 0 4 g `:7• 11 pi .1 c4 RESTAURANT:5,000 sf/100 = 50 SPACES REQ.D no,th RESTAURANT:1,350 sf/130 = 11 SPACES REQ'D 0 .2• CI) cry RETAIL: 3,650 s f/250 = 15 SPACES REQ'C) 73 SPACES PROVIDED, 76 REO'D PP 1 Matthew King Architect 1• 3t 469-742-0578 vivemmkingarchitecl.com tOr`•-• L., Site development for Cary Albert 9.13-16 Ske plan scheme A 5.30-17 Site plan scheme E Hwy 78 near Cooper Dr 9-16-18 Site elan schema B 8-4-17 she pkin scheme F 9-21.16 Ske plan schema C 11-29-17 Ske Plan scheme G 2 154 1_4 Wylie, Texas 8.1647 Site plan schema D 12-4-17 Site plan scheme H 7.1 ,; (...) .. ,:=PRzAtiNARYNO4 FOR REO-Le.41,06r APPROVAL. ,,,,,,,,,,,,..OR Co46TRoOmcsv,rcRINTERiM FITMEW ORLY,MAT MEW P.ATIXETTCHITECT 49 TEXAS ITEXTTSTRATTEVT TIO,1;057 X Til I-1 P-il EXHIBIT "B" FORM OF SPECIAL W• ' ' • TY DEED AFTER RECORDING RETURN TO: G te "NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVERS' LICENSE NUMBER." SPECIAL W• ' ' • Y DEED STATE OF TEXAS 5 KNOW ALL MEN BY THESE PRESENTS: COUNTY OF COTS IN§ THAT ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DO • ' ($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, SETS, 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 E "bit "A" attached hereto and incorporated herein by reference for all purposes ("Land") [with such le.. description in such exhibit to be approved by Grantee prior to execution of the Deed by Grantor]; together with any and all benefits, privileges, tenements, hereditaments, rights and appurtenances thereon or pe . • eto 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 [with all exceptions in such exhibit to be approved by Grantee prior to execution of the Deed by Granto21,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, .!.. st every person whomsoever lawfully c °• I 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. E i"•it"B"-Special Warranty Deed PSA-Wylie EDC/Sale to SCSD Firmell,Ltd. CLEAN CLEAN V9 -PSA-1,54 acres-Wylie EDC to SCSD Finnell_2302628(9) , _ Grantee,by its acceptance hereof, does hereby assume and agree to pay any and all ad valorem taxes and special assessments pe °I g 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. [If required by Grantee's lender, a vendor's lien in the form required by such lender shall be included in this Deed] ECU lED on the dates of the acksiowle. exits,but to be EFFECTIVE on the day of 20 G' OR: STATE OF TEXAS 5 COUNTY OF COLLIN5 This instrument was acknowledged before me on the day of 20 by of , on behalf of such Notary Public,State of Texas E •it"B"-Special Warranty Deed PSA-Wylie EDC/Sale to SCSD Finnell,Ltd. CLEAN CLFAN V9 -PSA-1.54 acres-Wylie EDC to SCSD Finne11-2302628(9) EXHIBIT"C" ELEVATIONS 4,- , r4 „„ „Ai" ,,1,4344,t,4$vsk1,4744A10, tr,14,,,4A42AMv,„ ulA4,4`,.4144,„TOAAA1 ',41,111,141,1441,1A',,4P,44,ri'tit, -- t4,4z,744,0,441.7, ,41,4 ‘,,N41 1;4' - „, 444 4,044, ',,4,4,44;44„,444 4),„4,, 0,744t4V41,14,4'1 '444' 4141$ 1;t1144'ills)t, ;1'41' ' S 4x$: tZSkt‘r S ottii 64rifIN 101 • 474 " 4 — _ z 0 poem Exhibit"C"-Elevations PS k-Wylie EDC/Sale to SCSD CLEAN CLEAN V9 -PSA-1.54 acres-Wylie EDC to SCSD Finnell_2302628(9) :! Exhibit"C"-Elevations „ ,•,--,41,:os;,:x••• • •;$40-., ' m','•,'',•o•'4:.--4---'•--'ida-tota•g•zs4Kv—.--muo..vrwstar,.k,toy4gimtisov•atqt,,k4Aitkt•st4;sb4pyz4gk .• •.••• ••,•• -• •---- • •;.4,44,4„,44i,„ 1-1& ''lelg ••!-• ••• ••••• •" • • .„ ••••,7-nr•• ,•••-••••• -••••- ••••- ••••• •••• •, •• • „„• " •••.• •42010011rialigiedr,k,. •!: „,•• 0=4 R W h4i • ,•;;-:„`' . , 4. " ••• • ••••' •-•••• .":•••:-••• "0,1,7 • • • .W•took#4,4,44444`--•-' •,• .• •••••:. .•••••••'•••••••-••• •• •••:„: •„= • ••••,• „' „• • • , .:•••• '•••:••••• •••• „•-• • ntrcZr:* vffic....waa.uww. wn. . • • .• •1: "*Ira*bi 4.1rape- alto •A.. • tz.e.- .•9•••.•• •;„, •.• ••,••••••.:•••:. • •:3••-•.•••••• .;!..,•••• ,,•. • , ',••• isle01,1i‘.7.:4,• A2Atftsm.-- Exhibit"C"-Elevations PS'\-Wylie EDC/Sale to SCSD ell,Ltd. CLEAN CLEAN 179 -PSA-1.54 acres-Wylie EDC to SCSD Finn.ell. 2302628(9) ylie cono ic 1 evelo s ent Cor s oration E • - A ' U TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director SUBJECT: The Wedge Corporation DATE: February 14, 2018 Issue Consider and act upon issues surrounding a Performance Agreement between the WEDC and The Wedge Corporation. Analysis As per the attached Performance Agreement, the WEDC issued a promissory note in the amount of $275,000 to The Wedge Corporation on April 20, 2014. This note was associated with the construction and operation of The Rock Wood Fired Kitchen. Under the terms of the Performance Agreement, the WEDC was obligated to provide incentives in the form of Performance Credits to be applied over a three-year period in equal amounts so long as the Facility was occupied by The Rock Wood Fired Kitchen. Performance Credits 1 and 2 were issued on January 13, 2016 and January 13, 2017, respectively. The final Performance Credit has been earned effective December 31, 2017. No event of Default has been identified as The Rock Wood Fired Kitchen has been in continuous operation since December 2014. Recommendation With no event of default existing, staff recommends that the WEDC Board of Directors authorize the issuance of the final Performance Credit and release the Guarantors from any further obligation under the Performance Agreement, Guaranty Agreements and Security Agreement. Attachments Performance Agreement Guaranty Agreements Security Agreement ECONOMIC DEVELOPMENT CORPORATION February 9, 2018 The Wedge Corporation Attn: Jay Gigandet 12209 29th St. E, Suite 102 Sumner, WA 98390 Dear Jay: We have received the letter confirming continuous operation and occupancy of The Rock Wood Fired Kitchen, located at 2600 W. F.M. 544, Wylie, TX. Pursuant to the Performance Agreement between the WEDC and The Wedge Corporation, attached, I am pleased to inform you that you have qualified for the final Performance Credit in the amount of$91,666.66. This Performance Credit will be issued against the outstanding loan as follows: Real Estate Note: $275,000.00 12-31-15 Credit 1 -91,666.67 12-31-16 Credit 2: -91,666.67 12-31-17 Credit 3: -91,666.66 Outstanding Note: $0.00 The Loan being fully satisfied under the terms of the agreement, enclosed are the Guaranty and Security Agreements marked RELEASED. It has been our pleasure to serve you and on behalf of the Wylie EDC and Board of Directors, we thank you for bringing The Rock Wood Fired Kitchen to our community. Best wishes, Samuel D.R. Satterwhite Executive Director Wylie Economic Development Corporation 250 South Hwy. 78 • Wylie,Texas 75098 (972)442-7901 • www.WylieEDC.com Serving The City of Wylie • Wylie Independent School District • Wylie Chamber of Commerce PERFO ' • CE AGREEMENT Between WYLIE ECONOMIC DEVELOPMENT CORPORATION And THE WEDGE CORPORATION 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 Chapter 501 of the Texas Local Government Code,known as the Development Corporation Act, as amended from time to time (the "Act") and The Wedge Corporation, a Washington corporation, also known as The Rock Wood Fired Kitchen(the"Company"). RECITALS WHEREAS, the Company is entering into a ground lease of that certain tract of property located within the corporate limits of the City of Wylie, Texas (the "City"), consisting of approximately 1.35 acres, located at 2600 West FM 544, Wylie, Texas 75098, as more fully described in the attached Exhibit"A" (the"Property"); and WHEREAS, the 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 that will include a restaurant to be known as "The Rock Wood Fired Kitchen" (the "Facility");and 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"). Qualified Infrastructure does not include temporary infrastructure improvements or traffic signals; 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 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 Page 1 of 12 641865v3 3-24-14 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 promises, covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the WEDC and Company agree as follows: L Economic Assistance. Subject to the terms of this Agreement, the WEDC will provide Company economic assistance in the form of a Performance Economic Incentive ("Economic Incentive") in the form of a forgivable loan in the amount of Two Hundred Seventy-Five Thousand Dollars ($275,000.00) (the "Loan"). The Loan will be subordinate to the Company's bank loan. Principal will be forgiven over a three year period on the Loan in equal annual amounts so long as the Facility is occupied by The Rock Wood Fired Kitchen and such restaurant is operating as an ongoing business. The Loan will be funded to the Company in two advances as follows: Loan Advance No. 1 in the amount of $137,500.00 will be made to the Company upon WEDC's verification that the Company has met or exceeded the performance requirements in Performance Requirement No. 1. Loan Advance No. 2 in the amount of $137,500.00 will be made to the Company upon WEDC's verification that the Company has met or exceeded the performance requirements in Performance Requirement No. 2. a. The Loan shall be evidenced by a promissory note (the "Note") to be executed by the Company and payable to the WEDC, bearing zero percent (0.0%) interest. The Note balance, if any,shall be due and payable in full on December 31,2017. b. The Note will be secured by a Security Agreement (the "Security Agreement") whereby the Company shall pledge its furniture, fixtures, and equipment to be located in the Facility as collateral,which property shall have a cost of at least$1.5 million. c. The Note shall be further secured by Guaranty Agreements (the "Guaranty Agreements") executed by Jay Gigandet and Don Bells in their individual capacities. The WEDC will release the Guaranty Agreements upon WEDC's verification that the Company has met or exceeded the performance requirements in Performance Requirement No.2. d. The Company shall be entitled to receive performance credits ("Performance Credits") to be applied to the Loan balance,up to a maximum amount of Two Hundred Seventy-Five Thousand Dollars ($275,000.00), if the Company meets the Performance Criteria set forth below: Page 2 of 12 641865v3 3-24-14 Performance Criteria Schedule: Incentive Project Performance Performance Forgivable Eligibility Credit No. Credit Loan Expiration Amount Balance Date No. I Completion $137,500.00 12/31/2014 of the Qualified Infrastructure improvements as outlined in Exhibit B. No.2 Receipt of $137,500 12/31/2014 CO for the Facility No.3 1 $91,666.67 $183,333.33 12/31/2015 No.4 2 $91,666.66 $91,666.67 12/31/2016 No.5 3 $91,666.66 $00.00 12/31/2017 II. Requirements for each Economic Incentive. a. A maximum Economic Incentive of$137,500.00 in the form of an initial advance on the Loan will be paid to Company upon completion of the following Performance Requirements for Incentive No. 1: 1) Documentation that Company has executed a Ground Lease for the Property on or before January 31,2014; and 2) Documentation supporting the commencement of construction of the Qualified Infrastructure to serve the Property in accordance with all applicable City Codes and Ordinances as evidenced by the issuance of a Building Permit by the City;and 3) Documentation reasonably acceptable to the WEDC verifying the actual cost of the Qualified Infrastructure completed prior to the issuance of a Certificate of Occupancy("CO")from the City to be at least$137,500.00 on or before December 31,2014; and 4) Execution and delivery by the Company of the Note, Security Agreement, and Guaranty Agreements to the WEDC; and 5) Compliance documentation shall be submitted as required below in Article III, General Provisions (b). b. A maximum Economic Incentive of$137,500.00 in the form of a final advance on the Loan will be paid to Company upon completion of the following Performance Requirements for Incentive No. 2: Page 3 of 12 641865v3 3-24-14 1) Documentation of receipt of a final CO from the City for the Facility and evidence that the Company is occupying and operating the Facility on or before December 31,2014;and 2) Documentation reasonable acceptable to the WEDC verifying the actual cumulative cost of the Qualified Infrastructure to be at least $275,000.00 on or before December 31,2014;and 3) Compliance documentation shall be submitted as required below in Article III, General Provisions(b). c. A maximum Performance Credit of $91,666.67 will be credited to the Loan upon completion of the following Performance Requirements for Performance Credit No. 1: 1) Documentation on or before December 31, 2015 of continuous occupancy and operation of the Facility by the Company;and 2) Compliance documentation shall be submitted as required below in Article III, General Provisions(b). d. A maximum Performance Credit of $91,666.66 will be credited to the Loan upon completion of the following Performance Requirements for Performance Credit No.2: 3) Documentation on or before December 31, 2016 of continuous occupancy and operation of the Facility by the Company;and 4) Compliance documentation shall be submitted as required below in Article III, General Provisions(b). e. A maximum Performance Credit of $91,666.66 will be credited to the Loan upon completion of the following Performance Requirements for Performance Credit No. 3: 1) Documentation on or before December 31, 2017 of continuous occupancy and operation of the Facility by the Company;and 2) Compliance documentation shall be submitted as required below in Article III, General Provisions (b). For purposes of this Agreement, occupancy shall be deemed to be "continuous" if the occupancy isn't abandoned(with evidence thereof)and fixtures are not removed from the property for a period of longer than ninety (90) days, except that vacation of the premises due to acts of God,war, weather, or terrorism shall not be deemed to be abandonments of the premises. Page 4 of 12 641865v3 3-24-14 III. General Provisions. a. Term of the Agreement: The term of this Agreement shall begin on the date of execution by the WEDC and will expire the earlier of(i) the full forgiveness of the Loan, or(ii)on March 31,2018, or as otherwise provided within the Agreement. Notwithstanding the above,if the Company fails to execute and deliver this Agreement to the WEDC on or before 5:00 p. m. on the thirtieth (30th) day following the date of approval by the WEDC,this Agreement shall be null and void. b. Submittal of Performance Documentation: Supporting documents must be submitted in a format acceptable to the WEDC not more than thirty(30) days from the Eligibility Period Expiration Date for each Economic Incentive. c. Verification and Compliance: The Company will certify and provide, to the extent necessary, Company records, documents, agreements, construction contracts both at the prime and sub-contractor level, and other instruments in furtherance of the following purposes: (i) to insure Company's compliance with the affirmative covenants as set forth within the Performance Agreement; (ii) to determine the existence of an event of default; (iii)to insure compliance with any terms or conditions set forth in the Agreement or related documents. Company will provide reports certifying the status of compliance and any other relevant information until the termination of the Agreement. d. Undocumented Workers: Under Chapter 2264 of the Texas Local Government Code, the Company has submitted the required certification that the business, or a branch, division, or department of the business, does not and will not knowingly employ an undocumented worker. An undocumented worker means an individual who, at the time of employment, is not lawfully admitted for permanent residence to the United States or authorized under the law to be employed in that manner in the United States. If after receiving this public subsidy/grant from the FEDC, the Company, or a branch, division, or department of the business, is convicted of a violation under 8 U.S.C. Section 1324a(f),the Company shall repay the amount of the public subsidy/grant from the FEDC with interest, at the rate and according to the terms provided by this Agreement under Section 2264.053, but not later than the 120th day after the date the public agency, state or local taxing jurisdiction, or economic development corporation notifies the Company of the violation. e. Payment of Economic Incentives: Subject to the terms of this Agreement, the WEDC shall credit the applicable Economic Incentives against the Loan within 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. The "payment date" of each Economic Incentive shall be the date the credit against the Loan is applied. f. The Company agrees all construction contracts will separately identify labor and materials: In the event of constructing a new facility,which may be a build-to-suit,the Page 5 of 12 641865v3 3-24-14 Company agrees that any and all contracts for the construction of the Infrastructure, or Improvements on the Property in the case where the Company is an owner, will (i) separately identify labor and materials components for purposes of determining sales and use tax pursuant to Section 151.056(b) of the Texas Tax Code resulting in the value of the materials being separately identified from other costs and (ii) state that the situs of any sales and use tax paid and related thereto will be Wylie, Texas. The WEDC's remedy for a violation of this section is for the Company to pay the sales and use taxes that would otherwise be collected by the City in accordance with this section. The WEDC shall have the right from time to time to require the Company to deliver copies of all construction contracts and periodic billings/payments related to the Infrastructure, or Improvements in the case where the Company is an owner, to the WEDC within 15 days after receipt of such written request from WEDC. The Company agrees to make a good faith effort to inform all contractors both prime and sub and any other buyers of the Property owned by the Company that the WEDC desires the situs of sales and use taxes to be Wylie,Texas. g. Non-Attainment of Performance Requirements: In the event the Company does not meet or exceed the Performance Requirements as specified in Section II, the WEDC Economic Incentive will be voided. After the Expiration Date of an Eligibility Period, the Company will not be eligible to receive any portion of that Economic Incentive. Regardless of Company's failure to meet the Performance Requirements for a specific Economic Incentive, this Agreement shall still be in effect and the Company shall still have the ability to earn the remaining eligible Economic Incentives due hereunder. h. Employee Hiring, Materials and Supplies Purchase: Although not an event of default or a condition to this Agreement, WEDC requests that the Company endeavor to satisfy its need for all additional employees from Wylie residents and purchase all materials, supplies and services necessary to affect the occupancy of the Property from Wylie merchants and businesses. The Company will use reasonable efforts to place Company-managed hotel room nights, related to the Company's business, at hotel facilities located in the City whenever practicable. I. Community Involvement: Although not an event of default or condition of any advance hereunder, the Company agrees to endeavor 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. j. Non-Payment of Economic Incentives: Notwithstanding anything herein to the contrary, WEDC shall have no obligation to pay any of the Economic Incentives if the Company becomes insolvent and fails to perform its obligations under this Agreement, makes material false statements in regard to this Agreement or any of the information required to be provided under this Agreement, fails to pay any valid municipal payments to the City of Wylie, Texas (but this shall not prevent the Company from contesting such charges in good faith), files a suit against the City and/or the WEDC, or otherwise materially defaults under the terms of this Agreement. Page 6 of 12 641865v3 3-24-14 k. Notification Obligations: The Company shall notify the WEDC in writing of any material changes in the Company ownership or management within thirty (30) days of any such change. I. Termination of Economic Assistance: This Agreement may be terminated (1)by mutual written consent of the parties or (2) by the non-defaulting party upon the uncured default of the other party to this Agreement. Regardless of Company's level of attainment of the Performance Requirements as set forth in this Agreement,the WEDC's obligation to pay a portion or all of the Economic Incentives to the Company will expire ninety (90) days following the Eligibility Period Expiration Date of the last Economic Incentive, except that the obligations of WEDC to pay the Company under this Agreement will remain in effect until paid so long as the Company has fully complied with the Performance Requirements for such unpaid Economic Incentives prior to the expiration date,including reasonable compliance with the documentation requirements set forth herein. IV. 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 except to an entity or affiliate that is owned by the Company or its principals,which consent may be withheld by the WEDC in its sole and absolute discretion. b. 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. 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: Mr. Samuel D.R. Satterwhite Executive Director Wylie Economic Development Corporation 250 South State Highway 78 Wylie,Texas 75098 Page 7 of 12 641865v3 3-24-14 With copy to: • .- .y Roeder Boyd&Joplin P.C. 1700 Redbud Blvd., Suite 300 McKinney,Texas 75069 Attention: Mr. G. •i• Hullett CO I'ANY: The Wedge Corporation 14209 29m St.E, Suite 102 Sumner,WA 98390 Attn: Jay Gigandet 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. Page 8 of 12 641865v3 3-24-14 WEDC: ` $ • # re ► r .L.P i ` I ` s' B . Ps*. nt Dated: Cs P : ,an det Title: r l cited: '� �Le 1865v3 3-24-14 EXHIBIT A (The Property) Page 10 of 12 641865v3 3-24-14 EXHIBIT A The Rock Wood Fired Kitchen .... .. 1—• 1 - .„...., , ....• ..„.„ 114 HIGHWAY 544 •"- VICINITY MAP ,. P11111-7z- . .. ..,... ..:_„...„ 3 .... ..3. ........... ....„„_ ..,.:"",--,-40------4----....,- -;:'''''' ,,, „...,,,-, ...„,,,_______,..„,..,......---;---„,.3. -. -..._-- ..„,.., ' . III'/I=It..,,# I• I I I , ,-. .- - , iv- -.., . - 1 V # I ---- A.. 2 .A 1 2 •=9 li '/I# - I,IIII = IT .-- ' II• 0 \ 1 \I tig,,, 10.05.;.„. tQl, At_ _.„..„.- .. ....„„t t,, ,I ,, „ t .„ „„,; 1 .,,t ..„. , ..E., , : „___ t-- „ t. , ,. , . , ,. „ .. , ; , , ,, t t A=APAAA.V.A.A. /= 2 '' - i ---..2.22.....' .. 2„ 2 2 - A - ___..., <=7,72'‘,,,,,I • 2..!' 1 ''... ..27 ,,A k2."1 2 22 . ''' I 2 , i ---2--.- ....,, i „„•,: APPLICANT INFO I' 4 ,.. ,....,,...K , , MCI In.RUN.- 2 / „..,..1a. E.arv,11:A CLACTOLAAJAM"'IN.LC - PitoPageo liUltilifit ..71 „/ -„/ -, __ - / ....„, ,-- ,,- - ! ••=1 .,c, ,.II „. PP MON „- i / I IrA Phar. tit.315 WWI 22A- \ ‘ \ Oe ,A, . / , PROPERTY INFO ; .0, I ' ''•.':•;' '0S5"'.''''' 000+0.0 No, L00 IA fika.,0 Ava0000.0.• i f r7.---,\ ,' 1____ ti , . . 1 \ ,...e.,, ...0•01.4•;.001..:004.0..008 : i ." t".I '..,,. ,,,-• l'T'--T-- '/•=0,,,H\--,-\\ \t . " MIAAAY 0•41. ,.......a......e u..m.8....... .f., '' . ..4......"....,,.....•..m. 2_, ,‘.,,,,,, ,`22AA , ,,'' • 1' 4. Flood Pun..8,...lian:I" .• ,T, 1,,` 1 ' . , ,--.• , . 7171..7...u..07,10 GENERAL CONTRACTOR 00.,,, 0,,,.....-,0,0 • __— '-,-,/\,'T- ' ''''''''' 0, .7",,,":4„.,,A.,":,.,,, - -, -, , -, . . . , ould.r.,•• - Fr„ ,Irr I i: - - ' ------:- ,,,, I,,':::)1/1 , ±.---,, ,,,, , f __„.„_. .., . ---, -,1,--J„,;-1V-- - , , . . PROPERTY STARSTICS . , 4----,,,,,, i.).:-;„.; ', '1,4 '"-. . I •„="I"'•=7I:I, =,,,--„I eir 1.5 .#4.+1 ',1 !'', _‘.„-' ,.. ./ ,'"---,k'; :';;.7,---I11— ' c , - ,-„„,„;,„.„.„„„„, .„.....„.„,„„_„....w„„ 1 cr . AREA SUMMARY I , Heal image 8=Po fa*N*I , ......, T.I.A.o•1 2.A. ..„.1...... ....2---....--- ®PARICRJG SUMMARY : \Z;;;;;T::: Pre,*INA P.....•ffini no thsovihaa „ ' .., . ''`., l COMMENT', ss,01.00 00000 00 AM, .00,000000.0 NAT „ii`: =';;IIII?..;',..,==''' ,,#•.• ,,,, „ ..„ • -• 'AAAAVAAAAAt ANAAAANA IA,A.K.A.. : „ , 811 i , ..„ .. . „ . , KAMA•1.0.bEkrIA. I — - " ---- Ciii hem you ui i EXHIBIT B (The Qualified Infrastructure) Page 12 of 12 641865v3 3-24-14 GU• ' TY AGREE I NT This GU ' • TY AGREE NT(this"Guaranty")by 3 V GIGANDET("Guarantor"), whose address for notice hereunder is 3 ki 2 ' )01 r, in favor of IE ECONOMIC DEVELOP I NT CORPO' TION(such corporation,together with its successors and assigns herein called"WEDC"),whose address for notice hereunder is 250 South Highway 78, Wylie, Texas 75098. WIT'NESSETH: WHEREAS, WEDC has extended and will extend credit and financial accommodations to T I WEDGE CORPO TION,a Washington corporation,doing business as The Rock Wood Fired Kitchen("Borrower"),whose address is14209 29th St.E, Suite 102, Sumner, WA 98390. NOW, THEREFORE, (i) to induce WEDC, at any time from time to time,to loan monies, with or without security to or for the account of Borrower,(ii)at the special insistence and request of WEDC, and(iii)for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby i ees as follows: 1. Guarantor hereby absolutely and unconditionally . antees the prompt and punctual payment and performance when due (whether at its maturity, by lapse of time, by acceleration or otherwise) of the Guaranteed Obligations (hereinafter defined). Notwithstanding any other provisions in this Guaranty,the Guaranteed Obligations do not include any indebtedness of Borrower other than the note described in this paragraph. This is a continuing guaranty applicable to any and all indebtedness of Borrower to WED 4 under that certain promissory note dated of even date herewith in lb stated principal amount o I/ , executed by Borrower and payable to the order of WEDC as therein provided and any and all renewals, extensions,and/or rearrangements of any or all of the foregoing(all of the foregoing is herein called the "Guaranteed Obligations"). 2. Guarantor hereby waives marshaling of assets and liabilities,sale in inverse order of alienation,notice of acceptance of this Guaranty and of any indebtedness,obligation or liability to which it applies or may apply, and waives presentment and demand for payment thereof,notice of dishonor or nonpayment thereof,notice of intention to accelerate,notice of acceleration,protest,and notice thereof and all other notices and demands,collection or instigation of suit or any other action by WEDC in collection thereof,including any notice of default in payment thereof or other notice to, or demand of payment therefor on, any party. Further, Guarantor expressly waives each and every right to which it may be entitled by virtue of the suretyship law of the State of Texas including without limitation, any rights it may have pursuant to Rule 31, Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code,and Chapter 34 of the Texas Business and Commerce Code. Notwithstanding any other provision in this Guaranty,WEDC shall not pursue ii643827v2 Page 1 any remedy under this Guaranty until after the cure period. The cure period begins on the date Guarantor receives(or refuses delivery of)WEDC's written notice specifying the default,and ends 10 days after as to a default that can be cured by the payment of a liquidated sum of money,or 30 days thereafter as to any other default. 3. Guarantor agrees to pay to WEDC its collection costs, including any additional amount for attorneys'fees,but in no event to exceed the maximum amount permitted by law,if the Guaranteed Obligations are not paid by Guarantor upon demand when due as required herein or if this Guaranty is enforced by suit or through probate or bankruptcy court or through any judicial proceedings whatsoever, and should it be necessary to reduce WEDC's claim to jud a +ent, such judgment shall bear interest at the rate of 10%per annum or such greater maximum rate, if any, allowed by applicable laws. 4. This is an absolute and unconditional guaranty of payment and not of collection,by Guarantor,jointly and severally with any guarantor of the Guaranteed Obligations in each and every particular. In the event of default by Borrower in the payment or performance of the Guaranteed Obligations,or any part thereof,when such Guaranteed Obligations become due,whether by their terms,by acceleration,or otherwise,Guarantor shall promptly pay the amount due thereon to WEDC without notice or demand in lawful currency of the United States of America,and Guarantor waives any right to require that(a)any action be brought against Borrower or any other person or entity,(b) WEDC enforce its rights against any other guarantor of the Guaranteed Obligations, (c) WEDC proceed or enforce its rights against or exhaust any security given to secure the Guaranteed Obligations,(d)WEDC have Borrower joined with Guarantor or any other guarantor of all or part of the Guaranteed Obligations in any suit arising out of this Guaranty and/or the Guaranteed Obligations,or(e)WEDC pursue any other remedy in WEDC's powers whatsoever. WEDC shall not be required to mitigate damages or take any action to reduce,collect or enforce the Guaranteed Obligations. Guarantor waives any defense arising by reason of any disability,lack of corporate authority or power, or other defense of Borrower or any other guarantor of the Guaranteed Obligations, and shall remain liable hereon regardless of whether Borrower or any other guarantor be found not liable thereon for any reason. Should WEDC seek to enforce the obligations of Guarantor by action in any court,Guarantor waives any necessity,substantive or procedural,that a judgment previously be rendered against Borrower or any other person or entity or that Borrower or any other person or entity be joined in such cause or that a separate action be brought against Borrower or any other person or entity. The obligations of Guarantor hereunder are several from those of Borrower or any other person or entity (including without limitation any other surety for Borrower), and are primary obligations concerning which Guarantor is the principal obligor. All waivers herein contained shall be without prejudice to WEDC at its option to proceed against Borrower or any other person or entity,whether by separate action or by joinder. Notwithstanding any payment or payments made by Guarantor hereunder or any setoff or application of funds of Guarantor by WEDC,Guarantor shall not be entitled to be subrogated to any of the rights of WEDC against Borrower or any collateral security or rights of offset held by WEDC for the payment of the Guaranteed Obligations. However,if Guarantor pays the Guaranteed Obligations in full,WEDC will transfer the Guaranteed Obligations to Guarantor,without recourse on WEDC in any event. #643827v2 Page 2 5. (a) Guarantor hereby agrees that the Subordinated Indebtedness, as hereinafter defined, shall be subordinate and junior in right of payment to the prior payment in full of all Guaranteed Obligations,and Guarantor hereby assigns the Subordinated Indebtedness to WEDC as security for the Guaranteed Obligations. If any sums shall be paid to Guarantor by Borrower or any other person or entity on account of the Subordinated Indebtedness,such sums shall be held in trust by Guarantor for the benefit of WEDC and shall forthwith be paid to WEDC without affecting the liability of Guarantor under this Guaranty Agreement and may be applied by WEDC against the Guaranteed Obligations in such order and manner as WEDC may determine in its sole discretion. Upon the request of WEDC,Guarantor shall execute,deliver and endorse to WEDC such documents and instruments as WEDC may request to perfect,preserve,and enforce its rights hereunder. For purposes of this Guaranty Agreement,the term"Subordinated Indebtedness"means all indebtedness, liabilities, and obligations of Borrower to Guarantor (including without limitation indebtedness resulting from this Guaranty),whether such indebtedness,liabilities,and obligations now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon are direct, indirect, contingent,primary,secondary,several,joint and several,or otherwise,and irrespective of whether such indebtedness,liabilities,or obligations are evidenced by a note, contract, open account,or otherwise,and irrespective of the person or persons in whose favor such indebtedness,obligations, or liabilities may,at their inception,have been,or may hereafter be created,or the manner in which they have been or may hereafter be acquired by Guarantor. (b) Guarantor agrees that any and all liens,security interests,judgment liens,charges,or other encumbrances upon Borrower's assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to any and all liens,security interests,judgment liens, charges, or other encumbrances upon Borrower's assets securing payment of the Guaranteed Obligations or any part thereof,regardless of whether such encumbrances in favor of Guarantor or WEDC presently exist or are hereafter created or attached. Without the prior written consent of WEDC,Guarantor shall not(i)file suit against Borrower or exercise or enforce any other creditor's rights it may have against Borrower,or(ii)foreclose,repossess,sequester,or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor's relief or insolvency proceeding)to enforce any liens,security interests,collateral rights,judgments or other encumbrances held by Guarantor on assets of Borrower. (c) In the event of any receivership,bankruptcy,reorganization,rearrangement,debtor's relief,or other insolvency proceeding involving Borrower as debtor,WEDC shall have the right to prove and vote any claim under the Subordinated Indebtedness and to receive directly from the receiver,trustee or other court custodian all dividends,distributions and payments made in respect to the Subordinated Indebtedness. WEDC may apply any such dividends,distributions and payments against the Guaranteed Obligations in such order and manner as WEDC may determine in its sole discretion. (d) Guarantor agrees that all promissory notes,accounts receivable,ledgers,records,or other evidence of Subordinated Indebtedness shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Guaranty Agreement. #643827v2 Page 3 6. Guarantor . ees that suit may be brought against Guarantor and any other guarantors of the Guaranteed Obligations,jointly and severally,and against one or more of them,less than all, without impairing the rights of WEDC,its successors or assigns,against the other guarantors;nor shall WEDC be required to join Borrower or any other guarantor or liable party in a suit against a particular guarantor; and WEDC may release Borrower and/or one or more guarantor(s)or settle with such persons or entities as WEDC deems fit without releasing or impairing the rights of WEDC to demand and collect the balance of such indebtedness from the other remaining guarantors not so released. 7. Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by law, and agrees that the Guarantor's obligations under this Guaranty shall not be released,diminished,impaired,reduced or adversely affected by any of the following,and waives any rights(including without limitation rights to notice)which Guarantor might otherwise have as a result of or in connection with any of the following: (1) Any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations or any instrument executed in connection therewith,or any contract or understanding between Borrower and WEDC,or any other person or entity,pertaining to the Guaranteed Obligations; (2) Any adjustment, indulgence, forbearance or compromise that might be granted or given by WEDC to Borrower or Guarantor or any person or entity liable on the Guaranteed Obligations; (3) The insolvency, bankruptcy arrangement, adjustment, composition, liquidation, disability, dissolution, death or lack of power of Borrower or Guarantor or any other person or entity at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor,or any sale,lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders,partners,or members of Borrower or Guarantor;or any reorganization of Borrower or Guarantor; (4) The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations,or any document or • cement executed in connection with the Guaranteed Obligations, for any reason whatsoever,including without limitation,the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, the act of creating the Guaranteed Obligations or any part thereof is ultra vires,the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority,the Guaranteed Obligations violate applicable usury laws,Borrower has valid defenses,claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, the creation, performance or repayment of the Guaranteed Obligations(or the execution,delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; #643827v2 Page 4 (5) Any full or partial release of the liability of Borrower on the Guaranteed Obligations or any part thereof,of any co-guarantors,or any other person or entity now or hereafter liable, whether directly or indirectly,jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other person or entity, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation,belief, understanding or agreement that other parties other than Borrower will be liable to perform the Guaranteed Obligations,or WEDC will look to other parties to perform the Guaranteed Obligations; (6) The taking or accepting of any other security,collateral or guaranty,or other assurance of payment,for all or any part of the Guaranteed Obligations; (7) Any release,surrender,exchange,subordination,deterioration,waste,loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of,all or any part of the Guaranteed Obligations; (8) The failure of WEDC or any other person or entity to exercise diligence or reasonable care in the preservation,protection,enforcement,sale or other handling or treatment of all or any part of such collateral,property or security; (9) The fact that any collateral,security,security interest or lien contemplated or intended to be given,created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created,or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability,collectibility or value of any of the collateral for the Guaranteed Obligations; (10) Any payment by Borrower to WEDC is held to constitute a preference under the bankruptcy laws, or for any reason WEDC is required to refund such payment or pay such amount to Borrower or someone else; (11) Any other action taken or omitted to be taken with respect to the Guaranteed Obligations,or the security and collateral therefor,whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations;or (12) The fact that all or any of the Guaranteed Obligations cease to exist by operation of law, including without limitation by way of a discharge,limitation or tolling thereof under applicable bankruptcy laws. #643827v2 Page 5 8. In the event any payment by Borrower or any other guarantor of all or part of the Guaranteed Obligations to WEDC is held to be a preference under the bankruptcy laws,or if for any other reason WEDC is required to refund such payment or pay the amount thereof to any other party, such payment by Borrower or by such guarantor to WEDC shall not constitute a release of Guarantor from any liability respecting payment of the Guaranteed Obligations, and Guarantor agrees to pay such amount to WEDC upon demand. 9. It is the intention of the parties hereto to comply with applicable usury laws; accordingly, it is agreed that notwithstanding any provision to the contrary in the Guaranteed Obligations or in this Guaranty, in any note or other instrument, or in any documents securing payment thereof or hereof,or otherwise relating thereto or hereto,no such provision shall require the payment or permit the collection of interest in excess of the maximum permitted by such laws. If any excess of interest in such respect is provided for,or shall be adjudged to be so provided for,then in such event(a)the provisions of this paragraph shall govern and control,(b)neither Guarantor nor Guarantor's heirs, successors, or assi is s or any other party liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is the excess of the maximum amount permitted by such laws, (c) any such excess which may have been collected shall be, at WEDC's option, either applied as a credit against the then unpaid principal amount owing on the Guaranteed Obligations,or refunded,and(d)the effective rate of interest covered by this Guaranty shall be automatically subject to reduction to the maximum lawful rate allowed under applicable usury laws. 10. This Guaranty is for the benefit of WEDC,and for such other persons and entities as may from time to time become or be the holders of any Guaranteed Obligations;and this Guaranty shall be transferable and negotiable, with the same force and effect and to the same extent as the Guaranteed Obligations may be transferable,it being understood that upon the assignment or trans- fer by WEDC of any Guaranteed Obligations,the legal holder of such Guaranteed Obligations shall have all of the rights granted to WEDC under this Guaranty. 11. Payment of all amounts hereunder shall be made at the offices of WEDC. 12. As security for payment of the Guaranteed Obligations and other amounts now or hereafter owing hereunder,Guarantor hereby grants to WEDC a security interest in,and a contrac- tual pledge and assignment of,any and all money,property,accounts,securities,documents,chattel paper, claims, demands, instruments, items or deposits of Guarantor, or to which Guarantor is a party, now held or hereafter coming within WEDC's custody or control, including by way of example and not of limitation all certificates of deposit and other depository accounts,whether such have matured or the exercise of WEDC's rights results in loss of interest or other penalty on such deposits, but excluding deposits subject to tax penalties if assigned. Without prior notice to or demand upon Guarantor,WEDC may exercise its rights granted above,as well as other rights and remedies at law and equity(all of which are cumulative),at any time when a default has occurred or WEDC deems itself insecure. If any notice is required bylaw,five(5)day's notice shall be deemed reasonable. In addition,WEDC shall have the right to file this Guaranty as a Uniform Commercial Code financing statement naming Guarantor,as Debtor,and WEDC as secured party,and indicating #643827v2 Page 6 therein the types, or describing the items of security herein specified. WEDC shall have all the rights and remedies of a secured party under the Uniform Commercial Code and shall have the right after five(5)day's notice,which the parties agree is reasonable,to sell at a private or public sale,any of the collateral or other property held by WEDC pursuant hereto to enforce the obligations of Guarantor hereunder. WEDC's rights and remedies hereunder shall be in addition to and cumulative of any other rights and remedies at law and equity,including,without limitation,any rights of setoff to which WEDC may be entitled. 13. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering the same against receipt therefor or by depositing the same in the United States Postal Service, postage prepaid,registered or certified mail,return receipt requested, addressed to the respective parties at the address shown above or to such other address as the intended recipient may have specified in a prior written notice received by the sender (and if so given, shall be deemed given when mailed). 14. This Guaranty shall not be wholly or partially satisfied or extinguished by Guarantor's payment of any amount hereunder,including payment of all amounts due as of any specified date, but shall continue in full force and effect as against Guarantor for the full amount,except as other- wise specified herein,as to all Guaranteed Obligations created,incurred or arising prior to the time when notice of termination is given by the Guarantor to WEDC as specified herein, or which thereafter may be incurred for which WEDC has, prior to the effective date of such notice, committed to lend to Borrower,and until payment in full thereof. Any and all extensions of credit and financial accommodations concurrently herewith or hereafter made by WEDC to Borrower shall be conclusively presumed to have been made in acceptance hereof. 15. Guarantor may give to WEDC written notice that Guarantor will not be liable hereunder for any Guaranteed Obligations created,incurred or arising after WEDC's receipt of such notice,and such notice will be effective as to Guarantor from and after(but not before)such times as said written notice is actually delivered to and received by and receipted for in writing by WEDC; provided,however,that such notice shall not in anywise affect,impair or limit Guarantor's liability for all extensions of credit which WEDC has, prior to the receipt by the WEDC of such notice, committed to lend to Borrower;and provided further that any such notice by any other guarantor of all or part of the Guaranteed Obligations shall not in anywise affect,impair,or limit the liability and responsibility of the Guarantor with respect to any Guaranteed Obligations theretofore existing or thereafter existing, arising,renewed or extended, and provided,further,that such notice shall not affect, impair or release the liability and responsibility of the Guarantor giving such notice with respect to Guaranteed Obligations created,incurred or arising prior to the receipt of such notice by WEDC as aforesaid, or in respect to interest or costs of collection thereafter accruing on or with respect to such Guaranteed Obligations, or with respect to attorneys' fees thereafter becoming payable hereunder with respect to such Guaranteed Obligations. 16. This Guaranty shall be binding upon Guarantor, its personal representatives, successors and assigns and shall inure to the benefit of, and be enforceable by, WEDC and its successors and assigns and each and every other person who shall from time to time be or become the owner or holder of any of the Guaranteed Obligations,and each and every reference herein to #643827v2 Page 7 "WEDC"shall also include each and every successor,assign,owner or holder. Guarantor shall not assign or delegate its obligations hereunder without the prior written consent of WEDC. 17. The release by WEDC of Borrower or one or more other guarantors of all or part of the Guaranteed Obligations shall not affect the Guarantor, who shall remain fully liable in accordance with the terms of this Guaranty. 18. This Guaranty shall be in addition to and cumulative of, and not in substitution, novation or discharge of,any and all prior or contemporaneous guaranty agreements by Guarantor or other persons or entities,in favor of WEDC or assigned to WEDC by others. 19. Guarantor does hereby acknowledge that it has investigated fully the benefits and advantages which will be derived by Guarantor from execution of this Guaranty,and the Guarantor has decided that,and Guarantor does hereby acknowledge,warrant and represent that,a direct or an indirect benefit will accrue to the undersigned by reason of execution of this Guaranty. 20. Guarantor represents and warrants that: (a)Guarantor is an individual,(b)Guarantor has the power and authority to execute,deliver and perform its obligations under this Guaranty,(c) the execution,delivery and performance by Guarantor of this Guaranty have been duly authorized by all requisite action and do not violate or conflict with, breach, or constitute a default under, or require consent under, any agreement or document binding or covering Guarantor or any of its property, (d) this Guaranty constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, and(e) (i)this Guaranty is not given with actual intent to hinder,delay or defraud any entity to which Guarantor is,or will become on or after the date of this Guaranty,indebted,(ii)Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Guaranty,(iii)Guarantor is not insolvent on the date of this Guaranty and will not become insolvent as a result of giving this Guaranty,and(iv)Guarantor does not intend to incur debts that will be beyond the Guarantor's ability to pay as such debts become due. 21. This Guaranty shall be governed by and construed and interpreted in accordance with the laws of the United States of America and the State of Texas. The county in which WEDC has its principal place of business in Texas shall be the proper place of venue to enforce payment or performance under this Guaranty. Guarantor irrevocably agrees that any legal proceeding arising out of or in connection with this Guaranty shall be brought in the state district courts of the county in which WEDC has its principal place of business in Texas,or in the United States District Court for the District in which such county is located. 22. Guarantor shall furnish to WEDC, financial statements on an annual basis, and a federal income tax return no later than 30 days after filing with the United States Internal Revenue Service. 23. Guarantor will not change its address,name or identity without notifying WEDC of such change in writing at least thirty(30)days prior to the effective date of such change. #643827v2 Page 8 24. No delay on the part of WEDC in exercising any right hereunder or failure to exercise the same shall operate as a waiver of such right,nor shall any single or partial exercise of any right, power or privilege bar any further or subsequent exercise of the same or any other right,power or privilege. 25. This Guaranty shall not be changed orally,but shall be changed only by agreement in writing signed by the person against whom enforcement of such change is sought. 26. The masculine and neuter genders used herein shall each include the masculine, feminine and neuter genders and the singular number used herein shall include the plural number. The words "person" and "entity" shall include without limitation individuals, corporations, partnerships,joint ventures, associations,joint stock companies, trusts, unincorporated organiza- tions, and governments and any agency or political subdivision thereof. If any provision of this Guaranty is determined to be invalid by any court of competent jurisdiction or to be in violation of any applicable law, such invalidity or violation shall have no effect on any other provisions of this Guaranty(which shall remain valid and binding and in full force and effect) or in any other jurisdiction, and to that end the provisions of this Guaranty shall be considered severable. EXECUTED effective as of the 2 L/ day of c , 2014. 4AY ANDET STATE OF ti nj an a COUNTY OF TIF_R The foregoing was acknowledged before me,on the 2,4'4 day of A PI ,2014, by JAY GIG I ET. Kota Public—State of 0,1 #643827v2 Page 9 GU• ' • TY AGREE NT This GU• ' • TY AGREE NT (this "Guaranty") by DON B L ("Guarantor"), whose address for notice hereunder is i3/ 154 at ). 01.1 , . ot of WYLIE ECONOMIC DEVELOP NT CORPO' TION(such corporation,together with its successors and assigns herein called"WEDC"),whose address for notice hereunder is 250 South Highway 78, Wylie, Texas 75098. SSETH: WHEREAS, WEDC has extended and will extend credit and financial accommodations to WEDGE CORPO ' • TION, a Washington corporation, doing business as The Rock Wood Fired Kitchen("Borrower"), whose address is14209 29th St.E, Suite 102, Sumner,WA 98390. NOW, THEREFORE, (i) to induce WEDC, at any time from time to time,to loan monies, with or without security to or for the account of Borrower,(ii)at the special insistence and request of WEDC, and(iii)for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,Guarantor hereby agrees as follows: 1. Guarantor hereby absolutely and unconditionally . tees the prompt and punctual payment and performance when due (whether at its maturity,by lapse of time, by acceleration or otherwise) of the Guaranteed Obligations (here". er defined). Notwithstanding any other provisions in this Guaranty,the Guaranteed Obligations do not include any indebtedness of Borrower other the note described in this paragraph. This is a continuing guaranty applicable to any and all indebtedness of Borrower to WEDC . • under that certain promissory note dated of even date herewith in the stated prioipal amount TWO P ' D SEVENTY-FIVE THOUS P DOLL " ($4, , .00), executed by Borrower and payable to the order of WEDC as therein provided'and any and all renewals, extensions,and/or rearrangements of any or all of the foregoing(all of the foregoing is herein called the "Guaranteed Obligations"). 2. Guarantor hereby waives marshaling of assets and liabilities,sale in inverse order of alienation,notice of acceptance of this Guaranty and of any indebtedness,obligation or liability to which it applies or may apply,and waives presentment and demand for payment thereof,notice of dishonor or nonpayment thereof,notice of intention to accelerate,notice of acceleration,protest,and notice thereof and all other notices and demands,collection or instigation of suit or any other action by WEDC in collection thereof,including any notice of default in payment thereof or other notice to, or demand of payment therefor on, any party. Further, Guarantor expressly waives each and every right to which it may be entitled by virtue of the suretyship law of the State of Texas including without limitation, any rights it may have pursuant to Rule 31, Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code,and Chapter 34 of the Texas Business and Commerce Code. Notwithstanding any other provision in this Guaranty,WEDC shall not pursue #643827v2 Page 1 any remedy under this Guaranty until after the cure period. The cure period begins on the date Guarantor receives(or refuses delivery of)WEDC's written notice specifying the default,and ends 10 days after as to a default that can be cured by the payment of a liquidated sum of money, or 30 days thereafter as to any other default. 3. Guarantor agrees to pay to WEDC its collection costs, including any additional amount for attorneys'fees,but in no event to exceed the maximum amount permitted by law,if the Guaranteed Obligations are not paid by Guarantor upon demand when due as required herein or if this Guaranty is enforced by suit or through probate or bankruptcy court or through any judicial proceedings whatsoever, and should it be necessary to reduce WEDC's claim to judgment, such judgment shall bear interest at the rate of 10%per annum or such greater maximum rate, if any, allowed by applicable laws. 4. This is an absolute and unconditional guaranty of payment and not of collection,by Guarantor,jointly and severally with any guarantor of the Guaranteed Obligations in each and every particular. In the event of default by Borrower in the payment or performance of the Guaranteed Obligations,or any part thereof, when such Guaranteed Obligations become due,whether by their terms,by acceleration,or otherwise,Guarantor shall promptly pay the amount due thereon to WEDC without notice or demand in lawful currency of the United States of America,and Guarantor waives any right to require that(a)any action be brought against Borrower or any other person or entity,(b) WEDC enforce its rights against any other guarantor of the Guaranteed Obligations, (c) WEDC proceed or enforce its rights against or exhaust any security given to secure the Guaranteed Obligations,(d)WEDC have Borrower joined with Guarantor or any other guarantor of all or part of the Guaranteed Obligations in any suit arising out of this Guaranty and/or the Guaranteed Obligations,or(e)WEDC pursue any other remedy in WEDC's powers whatsoever. WEDC shall not be required to mitigate damages or take any action to reduce,collect or enforce the Guaranteed Obligations. Guarantor waives any defense arising by reason of any disability, lack of corporate authority or power, or other defense of Borrower or any other guarantor of the Guaranteed Obligations,and shall remain liable hereon regardless of whether Borrower or any other guarantor be found not liable thereon for any reason. Should WEDC seek to enforce the obligations of Guarantor by action in any court,Guarantor waives any necessity,substantive or procedural,that a judgment previously be rendered against Borrower or any other person or entity or that Borrower or any other person or entity be joined in such cause or that a separate action be brought against Borrower or any other person or entity. The obligations of Guarantor hereunder are several from those of Borrower or any other person or entity(including without limitation any other surety for Borrower), and are primary obligations concerning which Guarantor is the principal obligor. All waivers herein contained shall be without prejudice to WEDC at its option to proceed against Borrower or any other person or entity,whether by separate action or by joinder. Notwithstanding any payment or payments made by Guarantor hereunder or any setoff or application of funds of Guarantor by WEDC,Guarantor shall not be entitled to be subrogated to any of the rights of WEDC against Borrower or any collateral security or rights of offset held by WEDC for the payment of the Guaranteed Obligations. However,if Guarantor pays the Guaranteed Obligations in full,WEDC will transfer the Guaranteed Obligations to Guarantor,without recourse on WEDC in any event. #643827v2 Page 2 5. (a) Guarantor hereby agrees that the Subordinated Indebtedness, as hereinafter defined, shall be subordinate and junior in right of payment to the prior payment in full of all Guaranteed Obligations,and Guarantor hereby assigns the Subordinated Indebtedness to WEDC as security for the Guaranteed Obligations. If any sums shall be paid to Guarantor by Borrower or any other person or entity on account of the Subordinated Indebtedness,such sums shall be held in trust by Guarantor for the benefit of WEDC and shall forthwith be paid to WEDC without affecting the liability of Guarantor under this Guaranty Agreement and may be applied by WEDC against the Guaranteed Obligations in such order and mariner as WEDC may determine in its sole discretion. Upon the request of WEDC,Guarantor shall execute,deliver and endorse to WEDC such documents and instruments as WEDC may request to perfect,preserve, and enforce its rights hereunder. For purposes of this Guaranty Agreement,the term"Subordinated Indebtedness"means all indebtedness, liabilities, and obligations of Borrower to Guarantor (including without limitation indebtedness resulting from this Guaranty),whether such indebtedness,liabilities,and obligations now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon are direct, indirect, contingent,primary,secondary,several,joint and several,or otherwise,and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise,and irrespective of the person or persons in whose favor such indebtedness,obligations, or liabilities may,at their inception,have been,or may hereafter be created,or the manner in which they have been or may hereafter be acquired by Guarantor. (b) Guarantor agrees that any and all liens,security interests,judgment liens,charges,or other encumbrances upon Borrower's assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to any and all liens,security interests,judgment liens, charges, or other encumbrances upon Borrower's assets securing payment of the Guaranteed Obligations or any part thereof,regardless of whether such encumbrances in favor of Guarantor or WEDC presently exist or are hereafter created or attached. Without the prior written consent of WEDC,Guarantor shall not(i)file suit against Borrower or exercise or enforce any other creditor's rights it may have against Borrower,or(ii)foreclose,repossess,sequester,or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor's relief or insolvency proceeding)to enforce any liens,security interests,collateral rights,judgments or other encumbrances held by Guarantor on assets of Borrower. (c) In the event of any receivership,bankruptcy,reorganization,rearrangement,debtor's relief,or other insolvency proceeding involving Borrower as debtor,WEDC shall have the right to prove and vote any claim under the Subordinated Indebtedness and to receive directly from the receiver,trustee or other court custodian all dividends,distributions and payments made in respect to the Subordinated Indebtedness. WEDC may apply any such dividends,distributions and payments against the Guaranteed Obligations in such order and manner as WEDC may determine in its sole discretion. (d) Guarantor agrees that all promissory notes,accounts receivable,ledgers,records,or other evidence of Subordinated Indebtedness shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Guaranty Agreement. #643827v2 Page 3 6. Guarantor . ees that suit may be brought against Guarantor and any other guarantors of the Guaranteed Obligations,jointly and severally,and against one or more of them,less than all, without impairing the rights of WEDC, its successors or assigns,against the other guarantors;nor shall WEDC be required to join Borrower or any other guarantor or liable party in a suit : ainst a particular guarantor; and WEDC may release Borrower and/or one or more guarantor(s) or settle with such persons or entities as WEDC deems fit without releasing or impairing the rights of WEDC to demand and collect the balance of such indebtedness from the other remaining guarantors not so released. 7. Guarantor hereby consents and agrees to each of the following to the fullest extent permitted by law, and agrees that the Guarantor's obligations under this Guaranty shall not be released, diminished,impaired,reduced or adversely affected by any of the following,and waives any rights(including without limitation rights to notice)which Guarantor might otherwise have as a result of or in connection with any of the following: (1) Any renewal, extension, modification, increase, decrease, alteration or rearrangement of all or any part of the Guaranteed Obligations or any instrument executed in connection therewith,or any contract or understanding between Borrower and WEDC,or any other person or entity,pertaining to the Guaranteed Obligations; (2) Any adjustment, indulgence, forbearance or compromise that might be granted or given by WEDC to Borrower or Guarantor or any person or entity liable on the Guaranteed Obligations; (3) The insolvency, bankruptcy arrangement, adjustment, composition, liquidation, disability, dissolution, death or lack of power of Borrower or Guarantor or any other person or entity at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor,or any sale,lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders,partners, or members of Borrower or Guarantor;or any reorganization of Borrower or Guarantor; (4) The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations,or any document or agreement executed in connection with the Guaranteed Obligations,for any reason whatsoever,including without limitation,the fact that the Guaranteed Obligations, or any part thereof, exceed the amount permitted by law, the act of creating the Guaranteed Obligations or any part thereof is ultra Ares,the officers or representatives executing the documents or otherwise creating the Guaranteed Obligations acted in excess of their authority,the Guaranteed Obligations violate applicable usury laws,Borrower has valid defenses,claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower,the creation, performance or repayment of the Guaranteed Obligations(or the execution,delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations,or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or the documents or instruments pertaining to the Guaranteed Obligations have been forged or otherwise are irregular or not genuine or authentic; #643827v2 Page 4 (5) Any full or partial release of the liability of Borrower on the Guaranteed Obligations or any part thereof,of any co-guarantors,or any other person or entity now or hereafter liable, whether directly or indirectly,jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support of any other person or entity, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation,belief, understanding or agreement that other parties other than Borrower will be liable to perform the Guaranteed Obligations,or WEDC will look to other parties to perform the Guaranteed Obligations; (6) The taking or accepting of any other security,collateral or guaranty,or other assurance of payment,for all or any part of the Guaranteed Obligations; (7) Any release,surrender,exchange,subordination,deterioration,waste,loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations; (8) The failure of WEDC or any other person or entity to exercise diligence or reasonable care in the preservation,protection,enforcement,sale or other handling or treatment of all or any part of such collateral,property or security; (9) The fact that any collateral,security,security interest or lien contemplated or intended to be given,created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created,or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Guaranteed Obligations; (10) Any payment by Borrower to WEDC is held to constitute a preference under the bankruptcy laws, or for any reason WEDC is required to refund such payment or pay such amount to Borrower or someone else; (11) Any other action taken or omitted to be taken with respect to the Guaranteed Obligations,or the security and collateral therefor,whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations; or (12) The fact that all or any of the Guaranteed Obligations cease to exist by operation of law,including without limitation by way of a discharge,limitation or tolling thereof under applicable bankruptcy laws. #643827v2 Page 5 8. In the event any payment by Borrower or any other guarantor of all or part of the Guaranteed Obligations to WEDC is held to be a preference under the bankruptcy laws,or if for any other reason WEDC is required to refund such payment or pay the amount thereof to any other party, such payment by Borrower or by such guarantor to WEDC shall not constitute a release of Guarantor from any liability respecting payment of the Guaranteed Obligations, and Guarantor agrees to pay such amount to WEDC upon demand. 9. It is the intention of the parties hereto to comply with applicable usury laws; accordingly, it is agreed that notwithstanding any provision to the contrary in the Guaranteed Obligations or in this Guaranty, in any note or other instrument, or in any documents securing payment thereof or hereof,or otherwise relating thereto or hereto,no such provision shall require the payment or permit the collection of interest in excess of the maximum permitted by such laws. If any excess of interest in such respect is provided for,or shall be adjudged to be so provided for,then in such event(a)the provisions of this paragraph shall govern and control,(b)neither Guarantor nor Guarantor's heirs, successors, or assigns or any other party liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is the excess of the maximum amount permitted by such laws, (c) any such excess which may have been collected shall be, at WEDC's option, either applied as a credit against the then unpaid principal amount owing on the Guaranteed Obligations,or refunded,and(d)the effective rate of interest covered by this Guaranty shall be automatically subject to reduction to the maximum lawful rate allowed under applicable usury laws. 10. This Guaranty is for the benefit of WEDC,and for such other persons and entities as may from time to time become or be the holders of any Guaranteed Obligations;and this Guaranty shall be transferable and negotiable, with the same force and effect and to the same extent as the Guaranteed Obligations may be transferable,it being understood that upon the assignment or trans- fer by WEDC of any Guaranteed Obligations,the legal holder of such Guaranteed Obligations shall have all of the rights granted to WEDC under this Guaranty. 11. Payment of all amounts hereunder shall be made at the offices of WEDC. 12. As security for payment of the Guaranteed Obligations and other amounts now or hereafter owing hereunder,Guarantor hereby grants to WEDC a security interest in,and a contrac- tual pledge and assignment of,any and all money,property,accounts,securities,documents,chattel paper, claims, demands, instruments, items or deposits of Guarantor, or to which Guarantor is a party, now held or hereafter coming within WEDC's custody or control, including by way of example and not of limitation all certificates of deposit and other depository accounts,whether such have matured or the exercise of WEDC's rights results in loss of interest or other penalty on such deposits, but excluding deposits subject to tax penalties if assi u,ed. Without prior notice to or demand upon Guarantor,WEDC may exercise its rights granted above,as well as other rights and remedies at law and equity(all of which are cumulative),at any time when a default has occurred or WEDC deems itself insecure. If any notice is required by law,five(5)day's notice shall be deemed reasonable. In addition,WEDC shall have the right to file this Guaranty as a Uniform Commercial Code financing statement naming Guarantor,as Debtor,and WEDC as secured party,and indicating #643827v2 Page 6 therein the types, or describing the items of security herein specified. WEDC shall have all the rights and remedies of a secured party under the Uniform Commercial Code and shall have the right after five(5)day's notice,which the parties agree is reasonable,to sell at a private or public sale,any of the collateral or other property held by WEDC pursuant hereto to enforce the obligations of Guarantor hereunder. WEDC's rights and remedies hereunder shall be in addition to and cumulative of any other rights and remedies at law and equity,including,without limitation,any rights of setoff to which WEDC may be entitled. 13. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering the same against receipt therefor or by depositing the same in the United States Postal Service,postage prepaid,registered or certified mail, return receipt requested, addressed to the respective parties at the address shown above or to such other address as the intended recipient may have specified in a prior written notice received by the sender (and if so given, shall be deemed given when mailed). 14. This Guaranty shall not be wholly or partially satisfied or extinguished by Guarantor's payment of any amount hereunder,including payment of all amounts due as of any specified date, but shall continue in full force and effect as against Guarantor for the full amount,except as other- wise specified herein,as to all Guaranteed Obligations created,incurred or arising prior to the time when notice of termination is given by the Guarantor to WEDC as specified herein, or which thereafter may be incurred for which WEDC has, prior to the effective date of such notice, committed to lend to Borrower,and until payment in full thereof. Any and all extensions of credit and financial accommodations concurrently herewith or hereafter made by WEDC to Borrower shall be conclusively presumed to have been made in acceptance hereof. 15. Guarantor may give to WEDC written notice that Guarantor will not be liable hereunder for any Guaranteed Obligations created,incurred or arising after WEDC's receipt of such notice,and such notice will be effective as to Guarantor from and after(but not before)such times as said written notice is actually delivered to and received by and receipted for in writing by WEDC; provided,however,that such notice shall not in anywise affect,impair or limit Guarantor's liability for all extensions of credit which WEDC has, prior to the receipt by the WEDC of such notice, committed to lend to Borrower;and provided further that any such notice by any other guarantor of all or part of the Guaranteed Obligations shall not in anywise affect,impair,or limit the liability and responsibility of the Guarantor with respect to any Guaranteed Obligations theretofore existing or thereafter existing, arising,renewed or extended, and provided,further, that such notice shall not affect, impair or release the liability and responsibility of the Guarantor giving such notice with respect to Guaranteed Obligations created,incurred or arising prior to the receipt of such notice by WEDC as aforesaid, or in respect to interest or costs of collection thereafter accruing on or with respect to such Guaranteed Obligations, or with respect to attorneys' fees thereafter becoming payable hereunder with respect to such Guaranteed Obligations. 16. This Guaranty shall be binding upon Guarantor, its personal representatives, successors and assigns and shall inure to the benefit of, and be enforceable by, WEDC and its successors and assigns and each and every other person who shall from time to time be or become the owner or holder of any of the Guaranteed Obligations, and each and every reference herein to #643827v2 Page 7 "WEDC"shall also include each and every successor,assign,owner or holder. Guarantor shall not assign or delegate its obligations hereunder without the prior written consent of WEDC. 17. The release by WEDC of Borrower or one or more other guarantors of all or part of the Guaranteed Obligations shall not affect the Guarantor, who shall remain fully liable in accordance with the terms of this Guaranty. 18. This Guaranty shall be in addition to and cumulative of, and not in substitution, novation or discharge of,any and all prior or contemporaneous guaranty agreements by Guarantor or other persons or entities,in favor of WEDC or assi us ed to WEDC by others. 19. Guarantor does hereby acknowledge that it has investigated fully the benefits and advantages which will be derived by Guarantor from execution of this Guaranty,and the Guarantor has decided that,and Guarantor does hereby acknowledge,warrant and represent that,a direct or an indirect benefit will accrue to the undersigned by reason of execution of this Guaranty. 20. Guarantor represents and warrants that: (a)Guarantor is an individual,(b)Guarantor has the power and authority to execute,deliver and perform its obligations under this Guaranty,(c) the execution,delivery and performance by Guarantor of this Guaranty have been duly authorized by all requisite action and do not violate or conflict with, breach, or constitute a default under, or require consent under, any agreement or document binding or covering Guarantor or any of its property, (d) this Guaranty constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, and(e) (i)this Guaranty is not given with actual intent to hinder,delay or defraud any entity to which Guarantor is,or will become on or after the date of this Guaranty,indebted,(ii)Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Guaranty,(iii)Guarantor is not insolvent on the date of this Guaranty and will not become insolvent as a result of giving this Guaranty,and(iv)Guarantor does not intend to incur debts that will be beyond the Guarantor's ability to pay as such debts become due. 21. This Guaranty shall be governed by and construed and interpreted in accordance with the laws of the United States of America and the State of Texas. The county in which WEDC has its principal place of business in Texas shall be the proper place of venue to enforce payment or performance under this Guaranty. Guarantor irrevocably agrees that any legal proceeding arising out of or in connection with this Guaranty shall be brought in the state district courts of the county in which WEDC has its principal place of business in Texas,or in the United States District Court for the District in which such county is located. 22. Guarantor shall furnish to WEDC, financial statements on an annual basis, and a federal income tax return no later than 30 days after filing with the United States Internal Revenue Service. 23. Guarantor will not change its address,name or identity without notifying WEDC of such change in writing at least thirty(30)days prior to the effective date of such change. #643827v2 Page 8 24. No delay on the part of WEDC in exercising any right hereunder or failure to exercise the same shall operate as a waiver of such right,nor shall any single or partial exercise of any right, power or privilege bar any further or subsequent exercise of the same or any other right,power or privilege. 25. This Guaranty shall not be changed orally,but shall be changed only by . eement in writing signed by the person against whom enforcement of such change is sought. 26. The masculine and neuter genders used herein shall each include the masculine, feminine and neuter genders and the singular number used herein shall include the plural number. The words "person" and "entity" shall include without limitation individuals, corporations, partnerships,joint ventures, associations,joint stock companies, trusts, unincorporated organiza- tions, and governments and any agency or political subdivision thereof. If any provision of this Guaranty is determined to be invalid by any court of competent jurisdiction or to be in violation of any applicable law, such invalidity or violation shall have no effect on any other provisions of this Guaranty(which shall remain valid and binding and in full force and effect) or in any other jurisdiction, and to that end the provisions of this Guaranty shall be considered severable. EXECUTED effective as of the 2.4r14 day of A PR i ,2014. DON DE STATE OF lAiii.54,4o Ur,-End COUNTY OF Pi.ER The foregoing was acknowledged before me,on the eR,"-1 day of A, 2014, by DON DELLIS No Public—State of #643827v2 Page 9 PROMISSORY NOTE As used herein,the following terms shall have the following meanings: Date: , 2014 Maker: THE WEDGE CORPORATION, a Washington corporation Maker's Mailing Address(including county): 14209 29th St.E, Suite 102, Sumner,WA 98390 Payee: WYLIE ECONOMIC DEVELOPMENT CORPORATION,a Texas corporation Place for Payment(including county): 250 South State Highway 78,Wylie,Collin County,Texas 75098 Principal Amount: TWO HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($275,000.00) Terms of Payment(p icipal only): The principal of this Note is due on efore December 31, 2017 and is subject to the - is s of the Performance Agreement dated 23 ,2014, by and between Maker and Payee(the"Performance Agreement"). This Note h3l1 not bear any interest. Security for Payment: This Note is secured by a Guaranty Agreement from Jay Gigandet, a Guaranty Agreement from Don Bellis,and a Security Agreement of even date herewith from Maker to Payee,covering the following described property: See Exhibit A attached hereto and made a part hereof for all purposes. Subject to the terms of the Performance Agreement,Maker promises to pay to the order of Payee at the Place for Payment and according to the Terms of Payment the Principal Amount at the rates stated above. All unpaid amounts shall be due by the final scheduled payment date. If Maker defaults in the payment of this Note or in the performance of any obligation in any instrument securing or collateral to it, and the default continues after Payee gives Maker notice of the default and the time within which it must be cured, as may be required by law or by written agreement, then Payee may declare the unpaid principal balance on this Note immediately due. Maker and each surety, endorser,and guarantor waive all demands for payment,presentations for payment,notices of intention to accelerate maturity,notices of acceleration of maturity,protests,and notices of protest,to the extent permitted by law. If this Note or any instrument securing or collateral to it is given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding,then Maker shall pay Payee all costs of PROMISSORY NOTE-PAGE 1 #643023v2 collection and enforcement,including r- • • •le attomey's fees and court costs,in addition to other so° 'its due. ; •er is res•$I ible for all obligations represented by this Note. •en the context requires, sin: ar nouns • • • pronouns include the p :1. I PGE CORPO" TION, a Was• •I sit corpo : ;on By: 71 t.4 cILL,6,147 Narfie: PREP• IN THE LAW OFFICE OF: G. ' dal Hullett Abernathy,Roeder,Boyd&Joplin, P.C. 1700 Redbud Blvd., Suite 300 Me ey,Texas 75069 2793.0061 PROMISSORY NOTE-PAGE 2 #643023v2 E Property Description PROMISSORY NOTE-PAGE 3 #643023v2 EXHIBIT A a 1 The Rock Wood Fired Kitchen ---„,,L-----, 1 1 I , , ...,.„„...,,,.. 7 FM HIGHWAY x= - u`* VICINITY MAP ` r. , oar+i mr _ ,.."sw.. _f T'„ i i ce,*? # *1. . 1T- . .£,. . 1 ,�• 7 %` ......010)8.7.8m, § n... #.. /,.a. ,aav= x /' \1 .p 4'4.4 .._ n ' '" r;,, I APPLICANT INFO .. • yt",. 9 ,` .E' - ., . r10fAPp r. My. i,.w.rti. ou. eopmr,a. a, / " V ..barn WA 100010 /YY- - \ ` i < ' of' Plrr II J)ltlWl • V. -.m A. PROPERTY INFO nbn vA i a _... Ph)Vall=Pow _ 3� fa .— „, = Pi.P.M Ntl. LIDO WalU ma Wk TR P.p.q Owe iNvpal ...•j W +- n P 4 0/ R. ^� R��I x i `lGENERAL CONTRACTOR N7 * .r— _s A I .....,...0 .. I j - hi € 3' t fd PROPERTY ETAT/STIES _Y L.. PD..CammaclalOarridar RaT ` w�a m.._�—..am� m.`w,+ w> ,rm=r�y�� _�a.ra AREA SUMMARY •x 'V.4 . 10aee(7%) _______ __r_ _ {P P RKJ SUMMARY ... .n r a?a r.� .`t''" 1.e''@ L ardud.P.ew 71108.0 ALL.- FOR COMMENT t F ,ea +.+a....v,..... i..:... � ... i SECURITY AGREE NT Date: .- , 2014 Debtor: THE WEDGE CORPORATION, a Washington corporation Debtor's Mailing Address: 14209 29th St.E, Suite 102 Sumner, WA 98390 Secured Party: WYLIE ECONOMIC DEVELOPMENT CORPORATION Secured Party's Mailing Address: 250 South State Highway 78 Wylie, Texas 75098 Classification of Collateral: Equipment,fixtures and personal property Collateral (including all accessions): Furniture,fixtures, equipment, and personal property more fully described in Exhibit A attached hereto and made a part hereof for all purposes, including any replacements or substitutions of such Collateral. Obligation: Date: //23 _ ,2014 Original principal amount: TWO HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($275,000.00) Borrower: THE WEDGE CORPORATION, a Washington corporation Lender: WYLIE ECONOMIC DEVELOPMENT CORPORATION Maturity date: December 31,2017 SECURITY AGREEMENT-Page 1 #643016 Debtor's Representation Concerning Location of the Collateral: Debtor represents to Secured Party that the Collateral will be located at S 4 ct IN-crtc- . Debtor grants to Secured Party a security interest in the Collateral and all its proceeds to secure the Obligation and all renewals of the Obligation. A. Debtor represents and warrants the following: 1. Debtor owns the Collateral and has the authority to grant this security interest, free from any setoff, claim, restriction, security interest, or encumbrance except liens for taxes not yet due. 2. None of the Collateral is an accession to any goods, is commingled with other goods, or will become an accession or part of a product or mass with other goods except as provided in this agreement. 3. All information about Debtor's financial condition is or will be accurate when provided to Secured Party. B. Debtor agrees to: 1. Defend the Collateral against all claims adverse to Secured Party's interest; keep the Collateral free from liens, except for liens in favor of Secured Party or for taxes not yet due; keep the Collateral in Debtor's possession and ownership except as otherwise provided in this agreement; maintain the Collateral in good condition; and protect the Collateral against waste, except for ordinary wear and tear. 2. Pay all Secured Party's expenses incurred to obtain,preserve,perfect, defend, and enforce this agreement or the Collateral and to collect or enforce the Obligation. These expenses will bear interest from the date of advance at the rate stated in the Note for matured, unpaid amounts and are payable on demand at the place where the Obligation is payable. These expenses and interest will become part of the Obligation and will be secured by this agreement. 3. Sign any documents that Secured Party considers necessary to obtain, maintain, and perfect this security interest. 4. Notify Secured Party immediately of any material change in the Collateral; change in Debtor's name, address, or location; change in any warranty or representation in this agreement; change that may affect this security interest; and any event of default. 5. Use the Collateral primarily according to the stated classification. 6. Maintain accurate records of the Collateral; furnish Secured Party any requested information related to the Collateral; and allow Secured Party to inspect and copy all records relating to the Collateral. SECURITY AGREEMENT-Page 2 #643016 7. Allow Secured Party to inspect the Collateral. C. Debtor agrees not to: 1. Sell, transfer, or encumber any of the Collateral, except in the ordinary course of Debtor's business. 2. Except as permitted in this agreement, permit the Collateral to be affixed to any real estate, to become an accession to any goods, to be commingled with other goods, or to become a fixture,accession,or part of a product or mass with other goods. D. Insurance and Risk of Loss 1. Debtor will insure the Collateral in accordance with Secured Party's reasonable requirements regarding choice of carrier, casualties insured against, and amount of coverage. Policies must be written in favor of Debtor, be endorsed to name Secured Party as an additional insured or as otherwise directed in writing by Secured Party, and provide that Secured Party will receive at least ten days'notice before cancellation. Debtor must provide copies of the policies or certificates to Secured Party. 2. Debtor assumes all risk of loss to the Collateral. 3. Debtor appoints Secured Party as attorney-in-fact to collect any returned unearned premiums and proceeds of any.insurance on the Collateral and to endorse and deliver to Secured Party any payment from such insurance made payable to Debtor. Debtor's appointment of Secured Party as Debtor's agent is coupled with an interest and if Debtor is an individual will survive any disability of Debtor. E. Default and Remedies 1. Debtor's defaults are: a. failing to timely pay or perform any obligation or covenant in any written agreement between Debtor and Secured Party; b. making any false warranty, covenant, or representation in this agreement to Secured Party; c. having a receiver appointed for Debtor or any of the Collateral; d. assigning the Collateral for the benefit of creditors; e. to the extent permitted by law, having bankruptcy or insolvency proceedings commenced against or by any of the following parties: Debtor; any partnership of which Debtor is a general partner; or any maker, drawer, acceptor, endorser, guarantor, surety, accommodation party,or other person liable on or for any part of the Obligation; SECURITY AGREEMENT-Page 3 #643016 f. the dissolution of any of the following parties: Debtor; any partnership of which Debtor is a general partner; or any maker, drawer, acceptor, endorser, guarantor, surety, accomodation party, or other person liable on or for any part of the Obligation; and g• permitting the impairment of any of the Collateral by loss, theft, damage, or destruction,unless it is promptly replaced with collateral of like kind and quality or restored to its former condition. 2. During the existence of any default, Secured Party may: a. demand, collect, convert, redeem, settle, compromise, receipt for, realize on, sue for, and adjust the Collateral either in Secured Party's or Debtor's name,as Secured Party desires, or take control of any proceeds of the Collateral and apply the proceeds against the Obligation; b. declare the unpaid principal and earned interest of the Obligation immediately due in whole or part; c. enforce the Obligation; and d. exercise any rights and remedies granted by law or this agreement. 3. Foreclosure of this security interest by suit does not limit Secured Party's remedies, including the right to sell the Collateral under the terms of this agreement. Secured Party may exercise all remedies at the same or different times,and no remedy is a defense to any other. Secured Party's rights and remedies include all those granted by law and those specified in this agreement. 4. Secured Party's delay,partial exercise, or failure to exercise any of its remedies or rights does not waive Secured Party's rights to subsequently exercise those remedies or rights. Secured Party's waiver of any default does not waive any further default by Debtor. Secured Party's waiver of any right in this agreement or of any default is binding only if it is in writing. Secured Party may remedy any default without waiving it. 5. If the Collateral is sold after default, recitals in the bill of sale or transfer will be prima facie evidence of their truth, and all prerequisites to the sale specified by this agreement and by law will be presumed satisfied. F. General 1. Secured Party may at any time: a. take control of proceeds of insurance on the Collateral and reduce any part of the Obligation accordingly or permit Debtor to use the funds to repair or replace the Collateral; and SECURITY AGREEMENT-Page 4 #643016 b. purchase single-interest insurance coverage that will protect only Secured Party if Debtor fails to maintain insurance and premiums for the insurance will become part of the Obligation. 2. Notice is reasonable if it is mailed, postage prepaid,to Debtor at Debtor's Mailing Address at least ten days before any public sale or ten days before the time when the Collateral may be otherwise disposed of without further notice to Debtor. 3. This security interest will attach to after-acquired consumer goods only to the extent permitted by law. 4. This security interest will neither affect nor be affected by any other security for any of the Obligation. Neither extensions of any of the Obligation nor releases of any of the Collateral will affect the priority or validity of this security interest. 5. This agreement binds, benefits, and may be enforced by the successors in interest of the parties, except as otherwise provided. Assignment of any part of the Obligation and Secured Party's delivery of any part of the Collateral will fully discharge Secured Party from responsibility for that part of the Collateral. All representations, warranties, and obligations are joint and several as to each Debtor. 6. This agreement may be amended only by an instrument in writing siiied by Secured Party and Debtor. 7. The unenforceability of any provision of this agreement will not affect the enforceability or validity of any other provision. 8. This agreement will be construed according to Texas law. This agreement is to be performed in the county of Secured Party's Mailing Address. 9. Interest on the Obligation secured by this agreement will not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the Obligation or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the Obligation or, if the principal of the Obligation has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the Obligation. 10. In no event may this agreement secure payment of any debt subject to title IV of the Texas Finance Code or create a lien otherwise prohibited by law. 11. When the context requires, singular nouns and pronouns include the plural. 12. The term Note includes all extensions and renewals of the Note and all amounts SECURITY AGREEMENT-Page 5 #643016 se • - • by Note. 13, If Borrower and any p. exec • •g any doe ••eat evidenc*• the Obligation not the s e person,the - u Debtor inel • - the p:, execu;• •- doe ••ent evidencing the Obligation. I 1i GE CO' '0' • TION, a Washington co •+ration BY: $. 4 Title: A-4 PREPARED IN THE LAW OFFICE OF: Abernathy,Roeder, Boyd&Joplin,P.C. l 700 Redbud Blvd., Suite 300 McKinney,Texas 75069 2793.0061 SECU• AGREE 1 NT Page 6 #643016 E 41 :IT A Furniture,Fixtures,Equipment, and Personal Property SECURITY AGREEMENT-Page 1 #643016 ara, Pinno, PIZZA February 9, 2018 Mr. Samuel Satterwhite Executive Director Wylie Economic Development Program 250 South Hwy 78 Wylie, TX 75098 Dear Mr. Samuel Satterwhite: As per section II c of the Wylie Economic Incentive Agreement, please accept this letter as confirmation that our restaurant located at 2600 W FM, Wylie TX 75098, has been in continuous occupancy and operation since opening on December 28, 2014. Sincerely, Liem Trinh VP Finance The Rock Wood Fired Pizza cc: Don Bellis, Jay Gigandet ylie co o is I evelos ent Cor I oration E • - A DU TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director SUBJECT: Gallagher Contract DATE: February 24, 2018 Issue Consider and act upon a Commercial Contract between Gallagher Construction Company, LP and the WEDC. Analysis As directed by the Board in Executive Session, staff entered into a Contract to acquire 2.68 acres from Gallagher Construction Company for the purchase price of$570,320.80. As shown on the attached survey the property has 190' of frontage on Eubanks Lane, 484' of frontage on Squire Drive, and backs up to existing commercial buildings on Winco Circle. Across Squire Drive from the property is a commercial structure owned and operated by DFW Electric Group. The feasibility period expires on March 20, 2018 with a 3-day close. The WEDC contracted with Elm Creek Environmental to perform a Phase I study and a limited Phase II soil analysis with the findings providing no reason for further investigation. Staff believes that this property can provide options for a single light industrial operation or multiple businesses as is developed on Winco Circle. Staff is recommending that the WEDC pay cash for the purchase with the following cash flow analysis provided for the Boards' review: Revenue Expense Balance Claim on Cash (1-31-18) $1,055,233 February $287,199 $465,261 $877,172 March 203,179 829,984 250,367 April 180,375 145,084 285,659 May 256,347 211,484 330,522 June 203,263 276,984 256,802 July 235,102 130,484 361,420 August 273,104 251,984 382,541 September 222,505 161,984 443,062 WEDC—Gallagher February 24, 2018 Page 2 of 2 The above calculations are based upon flat revenue estimates and realistic expense estimates. Further, the figures presented do not make allowances for sale of WEDC property or the potential payoff of the Ice Cream Holdings Note. Cash reserves will obviously be lower than they have historically been, especially in March and June, but future acquisitions/projects under consideration will require financing regardless of the above estimated cash position. Whether the WEDC closes the Finnell contract or not, it is reasonable to assume that the WEDC will sell at least one Highway 78 pad in the next 12 — 18 months. While not required to maintain a positive financial position, a sale will net the WEDC approximately $600,000 after transaction expenses and paying down $600,000 in debt associated with the Buchanan, Edge, and Linduff transactions. Staff did provide the Finance Department with the above information which did not disagree with its recommendation, nor identify any financial reason to not utilize the existing cash reserves for this transaction. Further, staff will brief Council on the proposed acquisition on 2- 27-18. Recommendation Staff recommends that the WEDC Board of Directors ratify the Gallagher Construction Company, LP Commercial Contract, authorize President Fuller to execute all documentation necessary to close the purchase, and authorize the acquisition to be an 'all-cash' transaction. Attachments Commercial Contract Survey d-k50 !Pa.*, TEXAS ASSOCIATION OF REALTORSii? COMMERCIAL CONTRACT - IMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TVkAS ASSOCIATION OF REALTORSOD IS NOT AUTHORIZED. ®Texas Association of REALTORS19,Inc.2016 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3.The parties to this contract are: Seller: Gallagher Construction Company.,LI3_, Address: 3501 Token Dr., Suite 100, Richardson, TX 75082 Phone: (972)633-0564 E-mail: lisa@gallafthertx.com Fax: (972)833-0184 Other: Buyer Wylie Economic Development Corporation , Address: 250 Hwy 78, Wylie,TX 75098 Phone:1_912)442-7901 E-mail: sam@WylieEDC.corn Fax: Other 2. PROPERTY: A. "Property" means that real property situated in Collin County, Texas at 100t 1011 and Lot 4 Squire Dr. (address)and that is legally described on the attached Exhibit or as follows: Wyndham Estates Phase III, Lots 2,3,4 B. Seller will sell and convey the Property together with: (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right,title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores,and rights-of-way; (3) Seller's interest in all leases, rents,and security deposits for all or part of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) uGodIn connootion with tho and f Property, (73 (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) (If the Property is a condominium, attach Commercial Contract Condominium Addendum (TAR-1930).) 3. SALES PRICE: At or before closing, Buyer will pay the following sales price far the Property: A. Cash portion payable by Buyer at closing . . . . . . , „ $ 570,320.80 B. Sum of all financing described in Paragraph 4 . . „ . . . . . . . . . . . . . C. Sales price (sum of 3A and 3B) 570 320.80 (TAR-11301)1-1-16 Initialed for Identification by Seller tk , and Buy , Page 1 of 14 Gillattlicr Realtors,3501 Token Dr.,Sac tol 00 Richardson TX 7S002 Phone.972 633.0564 Fax 972.633.0161 Gsllsgh er-Squire Lisa Enrich Produced with zipForme by SpLogtx 18070 Fitaan Mlle Road,Fraser Michigan 48025 VeveW WU:mix com Commercial Contract-Improved Property concerning 1001.toll and Lot 4 Squire D . _ 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as foilows: E' A. Third Party Financing: One or more third party loans in the total amount of$ WA . This contract: d (1) is not contingent upon Buyer obtaining third party financing. (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR-1931) L B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR-1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be$ N/A .. • fl C. SelJer Financing: The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR-1931) in the amount of $N/A 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit$ $10,000.00 as earnest money with Lawyers Title Co. (title company) at 250 S Hwy 78,Wylie, TX 75098 (address) D.Baron Cook (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of$ with the title company to be made part of the earnest money on or before: — (I) days after Buyer's right to terminate under Paragraph 7B expires; or _ Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY,SURVEY,AND UCC SEARCH: A. Title Policy: (1) Seller, at Sellers expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary _ lines, or arty encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. 3-C (b) will be amended to read"shortages in areas" at the expense of X Buyer ['Seller. (3) Within 15 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment)including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. (TAR-1801)1-1-16 Initialed for Identification by Seller 4 , and B • Page 2 of 14 k Produced will 4oForm49 by zlioLogix 18070 Meer hille Roo.,Fraser,MIchkgan 48026 I..,,r• tr• Gd1110=-Srprim Commercial Contract-Improved Property concerning 1001.1011 end Lot 4 Scalia Dr. B. Survey:Within 15 days after the effective date: X (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition.Seller will reimburse Buyer (insert amount) of the cost of the survey at closing, if closing occurs. 1=1 (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. E] (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller (insert amount)of the cost of the new or updated survey at closing, if closing occurs. C. UCC Search: 111 (1) Within NIA days after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform Commercial Code (UCC) search prepared by a reporting service and dated after the effective date. The search must identify documents that are on file with the Texas Secretary of State and the county where the Property is located that relate to all personal property on the Property and show, as debtor, Seller and all other owners of the personal property in the last 5 years. El (2) Buyer does not require Seller to furnish a UCC search. D. Buyer's Objections to the Commitment. Survey. and UCC Search: (1) Within 5 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, any required survey, , Buyer may object to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or"V" zone as defined by FEMA). If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer actually receives the survey; or(ii)the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. (TAR-1801)1-1-16 Initialed for Identification by Seller ,4! , and B Page 3 of 14 Produced with zlpForrn8'by zipLoga 18070 Fifteen Mile Road,Fraser,Michigan 48026 Loona Gallagher-Squire Commercial Contract-Improved Property concerning 100„1011.and Lot 1 Squire Dr. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: "As is"-which means the present condition of the Property with any and ail defects and without warranty,except for warranties of titie and warranties in this Contract. B. Feasibility Period: Buyer may terminate this contract for any reason within - --.4".ay after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) g (1) If Buyer terminates under this Paragraph 78, the earnest money will be refunded to Buyer less $ 100.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 75(1) or if Bpyer fails to deposit the earnest money. Buyer will not have the right to terminate under this Paragraph 7B. 0 (2) Not later than 3 days after the effective date, Buyer must pay Seller$ as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2l or if Buyer fails to pay the independent consideration. Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections. Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections, studies, or assessments. (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller,in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information:Within 10 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) (TAR-1801)1-1-16 initialed for Identification by Seller 0,„,. and Buy::;.• , Page 4 of 14 Produced with zir-Formas)by zipLcgoc 1807n Fifteen Milo Road, reser,Michigan 48026 • zrolorm cern C-allagher grotre Commercial Contract-Improved Property concerning 1001. 1011 and 4ot 4 Sgyi pr. Ma R (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; (b) copies of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases; ❑ (c) a current inventory of all personal property to be conveyed under this contract and copies of any leases for such personal property; ❑ (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; ❑ (e) copies of all current service, maintenance, and management agreements relating to the ownership and operation of the Property; (f) copies of current utility capacity letters from the Property's water and sewer service provider, (g) copies of all current warranties and guaranties relating to all or part of the Property; (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; (i) copies of all leasing or commission agreements that currently relate to the tenants of all or part of the Property; (j) a copy of the 'as-built'' plans and specifications and plat of the Property; _ (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months immediately preceding the effective date; ❑ (I) a copy of Seller's income and expense statement for the Property from to ❑ (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; T (n) real &personal property tax statements for the Property for the previous 2 calendar years; and (o) Tenant reconciliation statements including, operating expenses, insurance and taxes for the Property from to ; and (2) Return of Property Information: If this contract terminates for any reason,Buyer will, not later than 10 days after the termination date: (Check all that apply.) [] (a) return to Seller all those items described in Paragraph 70(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; ❑ (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1)that Seller delivered to Buyer or Buyer copied; and ® (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property,or any of the personal property or other items described in Paragraph 2B or sold under this contract.After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: TT/ , (TAR 1301) 1 1 10 , rage 5 of 14 _. Gallagher-Squire Com €roiulCont-aot Propconoimfrtg 1001.1011and Lot 41gilire JIG, fa) aRY-Refl-eeetiPaney-ef-tile-teasediffefflies4:1-e-tenefik f44 any advanac oum paid-by a tenant under any Ieaoo; f y een es1# , reatesrokoragc-oomrniaione, cny Icacc;zinft (6) , . fer-feeRfs)-aeserneei-erteken-sulefeet4e-uffeleftitie-eoftticeetr 437 Esteppel-Geftifieatesi-Migrin-- -days-after44e-efteetive-fiaterSel4er-wll-de4iver4e43"Yer-estePPe4 eerticteates-eigneel-net-ea*eF-than- OOO . . . . ons on on . onte1G cGert . third . third- by a . .... eteppel-eeFtifieetee. 9. BROKERS: A. The brokers to this sale are: Principal Broker: Cooperating Broker:Gallagher Realtors Agent Agent Lisa Gallagher Enrich Address: Address:3501 Token Dr.,Suite 100 - Richardson,TX 75082 Phone&Fax: Phone&Fax:(972)633-0564 M74633-0164 E-mail: E-mail:lisaaganagiterbt.cont License No.: License No.:0404073 Principal Broker: (Check only one box.) Cooperating Broker represents Buyer. represents Seller only. represents Buyer only. [ is an intermediary between Seller and Buyer, : B. Fees: (Check only(1)or(2)below.) (Complete the Agreement Between Brokers on page 14 only if(1)is selected.) 0 (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seiler. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties'signatures to this contract. il (2) At the closing of this sale,Seller will pay: Principal Broker a total cash fee of: Coo elating Broker a total cash fee of: A % of the sales price. % of the sales price. . , The cash fees will be paid in N/A County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property_ (TAR-1801)1-1-16 Initialed for Identification by Seller , and . Page 6 of 14 Produced With zlpF-orrnila by ziya.ositr 18070 Fifteen We P!aacl,Fraser,Mlonigan 48026 Gaillsg,Iter-Squirt — , Commercial Contract-Improved Property concerning 1.0Q1.loitand Lo14 C The parties may riot amend this Paragraph 9 without the written consent of the brokers affected by the amendment. 10.CLOSING: A. The date of the cbs o lre sale(closing date)will be on or before the later of: (1) X days after the expiration of the feasibility period. _ (specific date). (2) 7 days after objections made under Paragraph 6D have been cured or waived. B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a U general special warranty deed. . The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract.Seller must convey the Property: (1) with no Hens, assessments, or Uniform Commorcial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default;and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller,at Sellers expense,will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; . • (2) ; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations: (a) licenses and permits; (b) maintenance, management, and other contracts;and •(c) warranties and guaranties; (5) (6) evidence that the person executing this contract is legally capable and authorized to bind Seller, (7) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i)withhold from Sellers proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the safe and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer, (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) ' ;and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. (TAR-1801)1-1-16 initialed for Identification by Seller and au Page 7 of 14 Produced wrth zipFormV by zipLogix 18070 Rfteen Mlle Road, rasec,Michigan 46026 ot4am Gallagher-Squire Commercial Contract-Improved Property concerning im,_teu Anttorit Squire Pr, F. Unless the parties agree otherwise, the dosing documents will be as found in the basic fortis in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11.POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted.Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) 1. Upon receipt of new survey, Sales price shall be adjusted by the square footage @$4.90 per square foot. 2. Buyer will execute lease per Attached Exhibit A-Lease 3. In the event this Contract terminates,Seller shall receive copies of all inspection and assessment reports related to Property that Buyer completed or caused to be completed at no cost to Buyer. 13.SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before dosing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure;and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation fees of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard insurance as may be required by Buyer's lender; (5) one-half of any escrow fee;and (6) other expenses that Buyer will pay under other provisions of this contract. (TAR-1801)1-1-16 Initialed for Identification by Seller , and Buy Page 8 of 14 Produced with zipForr4,13 by ziplogR 18070 Pilsen Mlle Road, reser,1414Ngan 48026 ',cor0 Gellagher-Squire Commercial Contract-Improved Property concerning jeet.1411 and Lot4 14.PRORATIONS: A. Prorations: . . , (1) (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2)survives closing. . . . (3) - • • . . B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 146 survives closing. C. Rent and Security Deposits:At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 15.DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seiler, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(4)which Seller may pursue, or (Check if applicable) [] enforce specific performance, or seek such other relief as may be provided by law. B. If,without fault, Seller is unable within the time allowed to deliver the estoppel certificates,survey or the commitment, Buyer may. (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1),as liquidated damages and as Buyers sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages ancl as Buyer's sole remedy; or (2) , 16.CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. lf,without fault, Seller is unable to do so, Buyer may: (1) terminate this contract and the earnest money, less any independent consideration under Paragraph 7B(1),will be refunded to Buyer; (TAR-1801)1-1-16 Initialed for Identification by Seller and B ,, Page 9 of 14 Produced with zlpFonell by zIpLogoc t S070 Fifteen Mile RO Michigan 43028 WWI rou Gallagher Squire Commercial Contract-Improved Property concerning 1QQ1-101 tand Lot4. qulre IX (2) extend the time for performance up to 15 days and closing will be extended as necessary; or (3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (Hi) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: (1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 7B(1),will be refunded to Buyer; or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and recwomable attomey's fees. This Paragraph 17 survives termination of this contract. 18.ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (I) damages; (ii)the earnest money; (iii) reasonable attomey's fees;and (iv) all costs of suit. G. 0 Seller LI Buyer intend(s)to complete this transaction as a part of an exchange of like-kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. (TAF2-1801)1-1-16 Initialed for identification by Seller , and Bu , Page 10 of 14 Produced wrth zflaFornyb by zpiogbc 18070 Rftean Mite Rua,'Fraser,Michigan 4802b vn. 24rzgoc cam Calisgh er Sqsnre Commercial Contract-Improved Property concerning :1001.1011 and Lot 4 Squire Pr. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) [-I A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement(TAR-1408). Ij B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any material physical defects in the improvements on the Property; or (11)any condition on the Property that violates any law or ordinance. (Describe any exceptions to (1)-(11)in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. X A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. X B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21.DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22.AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; (2) Commercial Contract Condominium Addendum (TAR-1930); (3) Commercial Contract Financing Addendum(TAR-1931); (4) Commercial Property Condition Statement(TAR-1408); (5) Commercial Contract Addendum for Special Provisions(TAR-1940); (TAR-1801)1-1-16 Initialed for Identification by Seller 1, and B Page 11 of 14 Produced wtth ziprormg)by epLogix.18070 Fifteen Mrle Ro raser,Michigan 48026 ""--Ittoacs con Gallagher-Squire Commercial Contact-Improved Property concerning iito-Lisi d 4 ' Or, Li (6) Addendum for Sellers Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TAR-1906); (7) Notice to Purchaser of Real Property in a Water District (MUD); Addendum for uoastar Area Property (TAR-1915): (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway(TAR-1916); (10)lnformation About Brokerage Services (TAR-2501); and Li (11) (Note:Counsel for the Texas Association of REALTORS@(TAR)has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(TREC)or published by TAR are appropriate for use with this form) E. Buyer D may it-I may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's obligations under this contract. 23.TIME: Time is of the essence in this contract_ The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract fails on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24.EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25.ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any,that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property."The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To (TAR-1801)1-1-16 Initiaied for Identification by Seller and Buy- Page 12 of 14 produced with zlpForme by SpLoga 18070 Fibeen Mi Re. laser.Michigan 48028 •!NZ. •Korn Gallagher-Sqoue Commercial Contract-improved Property concerning te_ei,i011!Anal&4 S uireDr, determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract. H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties, J. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer 'The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or(2) drought or flood conditions." 26.CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on the offer will lapse and become null and void. , READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: f Buyer: By: By: By(signature): By(signature): . Printed Name:Lisa Gallagher Enrich Printed Name:-34- ; Title:Vice President Title: By: By: By(signature)- By(signature): Printed Name: Printed Name: Title: Title: (TAR-1801)1-1-16 Page 13 of 14 Produced wilt,zipFormVby ZI p Lo g ix 18070 Fileen Mile Roaa,Fraser,Michigan 48026 www.ziplaglx carn Gallagher-Squire Commercial Contract-Improved Property concerning 1061,ioil an Lot 4 Squire Or, AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(f)is effective) Principal Broker agrees to pay 0.00 (Cooperating Broker) a fee when the Principal Broker's fee is received.The fee to be paid to Cooperating Broker will be: , or % of the sales price, or %of the Principal Broker's fee, The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: Cooperating Broker:Gallagher Realtors By: By: Lisa Gallagher Enrich ATTORNEYS Seller's attorney_ Buyer's attorney Address: Address: Phone&Fax: Phone&Fax: E-mail: E-mail. Seller's-attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other information: notices, and other information: the title company sends to Seller the title company sends to Buyer. Buyer sends to Seller. Seller sends to Buyer. ESCROW RECEIPT The Ile company acknowledges reqeiptof A. the contract on this day I fq 9N01 (effective date); B. earnest mon y in the amount of$ 1.6 6C4 in the form of theas*-Olit3 on lite company: Ale..ot Address: S .7c? e-- k1 By: Phone Assigned file number(GF#): t 56 OR3 E-mail: ba-rdn C.00160 uric U..o COr". el:1r tt .4 its4cr ez 04 c ,c . slr— (TAR-1801)1-1-16 Page 14 of 14 Procklcadiskth zipFormali by zipLagcs 18070 Fifteen Wa Raad,Fraser,Michigan 48026 Ynwszintranar cvm Gallagher-Squfre EXHIBIT A COMMERCIAL LEASE AGREEMENT EFFECTIVE DATE: ±March 15 2018 NDLORD: Wylie Economic Development Corporation TENANT: Gallagher Construction Company, LP DEMISED PREMISES(Address): Lot 4,1001&1011 Squire Drive,Wylie,Texas This Lease Agreement (the "Lease") is made and entered as of the Effective Date, by and between Landlord and Tenant upon the following terms and conditions: 1. GRANT OF LEASE: Landlord hereby leases to Tenant,and Tenant hereby leases from Landlord the Demised Premises. 2. TERM OF LEASE: The terms of this Lease shall commence upon the date of this agreement and expire on April 1,2019 3. RENT: The consideration for Tenant's lease of the Demised Premises is Tenant's sale to Landlord of the building and lands upon which the Demised Premises are located, which both Tenant and Landlord acknowledge and confess is mutually good, valuable and sufficient consideration for the agreements set forth in this agreement. 4. DEPOSITS: Tenant has deposited with Landlord the sum of Zero Dollars ($ 0.00 )to be applied as follows: $ 0.00 for rent for the Term of Lease $ 0.00 as a security deposit Such security deposit shall be held by Landlord without interest as security for the performance by Tenant of Tenant's covenants and obligations under this lease. The security deposit is not an advance payment of rental or the full measure of liquidated damages in case of default by Tenant. Upon the occurrence of any event of default, Landlord may,from time to time, without prejudice to any other remedy provided herein or provided by law, use the security deposit to the extent necessary to make good any arrears of rent and any other damage,injury,expense or liability caused to Landlord by such event of default. Following any such application of the security deposit,Tenant shall pay to Landlord,on demand,the amount so applied in order to restore the security depositto its original amount If Tenant is not in default,hereunder,any remaining balance of such deposit shall be returned by Landlord to Tenant upon expiration or termination of this lease. 5. ACCEPTANCE OF PREMISES: Tenant acknowledges that Tenant has fully inspected the Demised Premises and accepts the Demised Premises, and any buildings and improvements situated thereon, as suitable for the purposes for which the same are leased In their present condition. LEASE AGREEMENT-Page-1 * � ' � � / 6. USE OF PREMISES, The Demised Premises shall be used and occupied on|y for the purpose cfo � contractor's yard along with any and all other operations currently being utilized by Tenant priorto the sale to � Landlord. Tenant shall at its own expense obtain any and all governmental licenses and permits necessary for � such use. � 7. CCMPUANC£ WITIH LAW: Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Demised Premises,and shall promptly comply with all governmental ^ orders and directives for the correction,prevention and abatement of nuisances inor upon,or connected with the Dmmised Premises,all otTonart'm sole expense. 8. REPAIRS AND MAINTENANCE: Tenant shall be responsible for all exterior and structural repairs � and maintenance of the existing buildings and shall repair all other damage to the Demised Premises caused � by Tenant's own abuse ornegligence. Further,Tenant shall reasonably maintain the existing landscaping soa* to not exceed those standards imposed by the City ofWylie. � g. ALTERATIONS,ADDITIONS AND IMPROVEMENTS: Tenant shall not create any openings inthe <� roof or exterior walls,or make any alterations,additions or improvements to the Demised Premises without ^ prior written consent ufLandlord. ' 10. SIGNS: Tenant shall not place or affix any signs o,other objects opcm orto the roof or exterior walls of the Dernised Premises or paint or otherwise deface the exterior walls of the Derrilsed Premises � without the prior written consent mfLandlord. � 12' INSURANCE,FIRE ANDKOWALIY DAMAGE: (a) Landlord agrees to maintain Insurance covering the building of which the Demised Premises are a part in an amount not less than AO% (or such greater percentage as may be necessary to com ply with the provisions of any co-Insurance clauses orf the policy)of the "replacement cost"thereof as such term is defined /n the Replacement Cost Endorsement tobeattached thereto, insuring against the perils ofFire, Lightning, Extended Coverage,Vandalism and K4a|�clnusMischief, � extended by Special Extended Coverage Endorsement to insure against all other Risks of D|naxt Physical Loss, such coverages and endorsements to be an defined, provided and limited /n the standard bureau forms ' prescribed by the insurance regulatory authority for the State in which the Dernised Premises are situated for use by insurance companies admitted in such state for the writing of such insurance on risks located within ' sunh,Lame. Subject to the provisions of subparagraph(b)below,such insurance shall be for the sole benefit of | Landlord and under its sole control. � ^ (b) If the buildings situated upon the premises should be damaged or destroyed by casualty covered by the Insurance to be provided by Landlord under subparagraph (a) above, Tenant ahmU give immediate notice thereof tmLandlord. However, Landlord shall not rebuild or repair such buildings twthe :tatevxhich they existed primrtm such damage urdestruction. .. (d During all times this lease isineffect,Tenant must,otTen m's expense,maintain infull force � and effect from an insurer authorized to operate in Texas public liability Insurance naming Landlord as on � additional insured with policy limits on an occurrence basis in a minimum of$1,000,000.00 1 . | 12. UTILITY � Initial connection charges,all charges for gas,water and electricity used on the Demised Premises,and for all � electric lights,lamps and tubes. LEASE AGREExYRIEINT-nag,'� ' 13. ASSIGNMENT AND SUBLEASING: Tenant shall under no circumstances assign this lease or sublet the Demised Premises or any portion thereof. 14. HOLDING OVER: Should Tenant fail to surrender the Demised Premises,or any part hereof,on the expiration of the term of this lease,such holding over shall constitute a tenancy from month to month,at a monthly rental of$500 per month for no longer than 6 months. 15. ATTORNEYS' FEES: lf, on account of any breach or default by Landlord or Tenant of their respective obligations under this lease, it shall become necessary for the other to employ an attorney to enforce or defend any of its rights or remedies hereunder,and should such party prevail,it shall be entitled to any reasonable attorneys'fees incurred in such connection. 17. SPECIAL CONDITIONS: All property taxes are the responsibility of Tenant. However, Landlord represents that it is their understanding and experience that real property taxes on the value of land and improvements will not be assessed based upon Landlord's tax-exempt status. Tenant acknowledges that Leasehold Taxes may apply which are typically assessed on the cumulative,annual value of the rent payments multiplied by the applicable tax rates in place at that time. Tenant further acknowledges that personal property(goods&inventory)is taxed in the customary manner and will be billed directly to Tenant. 18. TERMINATION: Tenant shall have the right to terminate this Lease(Termination Option)by giving Landlord written notice it is terminating the Lease with respect to the entire Demised Premises and vacating the Premises on or before the termination date stated in the written notice(Termination Date).The written termination notice shall be provided to Landlord at least Sixty(60) days prior to the Termination Date. 19. RENEWAL Landlord grants to Tenant an option to renew this lease agreement for a period of SIX(6) months after expiration of the term of this Lease agreement at a rental of$500.00 per month, with all other terms and conditions of the renewal lease to be the same as those in this lease agreement. To exercise this option to renew,Tenant must give Landlord written notice of intention to do so at least 60 days before this lease agreement expires. LANDLORD: if--I 8- By: Date TENANT: Date LEASE AGREEMENT-Page-3 r IA t t z es d�a © < d 4 g E c k„„ r*J' °fi'-tom' <� 4 I L < I F r ! CO `'� � Z I. N 4 s <2,680 A.-rrT.PS - _ • a cl 74 - Imo— CO 1i '-' ; i1�,72 s `` z @ a Las C - L -1 a 0 = 3 f x L p�� Z t 1. ` x I [e t U e a r 1 xG I I. t j �{ .. ..., t __w_._.-_.., T 3 Gt ,1,!1!,II p,,,E=31 to o ill "" _ F Jove f a m .w^,. 3�. �'�`` �.. 373 �'- -8 ` Cis l L I < I £{)S t ^ � < Vn C.mac < - < ' ,,., fed-' ry ' -..',,,,, i - d ` 1 N VI J w ,,. - . t Cam. ' 3 C1 000.<u.<azn G ice.: ' - - Srtoin tea.. , ° g f o-(-7 o W w x __ I t'f t 0 d� i g€ gg 55¢ pp �`�E �cSZ Psn b.•• `V 6O;K bti. # Nci05 Corresponding to Coheduie 83 s ¢>8<N i a §§ DESCRIPTION R7P7iCii ass a 0 er Sc' P CA) Easement to hod Fork Wafer Suppfy, Vol. teJ89, pg. 424 - Blanket, •,...fhs easement � � W i- lm STATE, OF TEXAS Z i COUNTY OF COLL:N herein proofed shotl be limited to a strip of Fond 15'in width the ranter Fine ihereaf being LU Z-: lee thepipe Odle installed' I O O m¢ r Lof - and 4 of ddyndh€or*r Estrat Phase ill, on Addition to the c City , Wylie,o, Co-.in Co„•nty, Texas according to the plat thereof c.; ;";(`4 recorded In Vot,rrne F, Pogo 57 , Piet Records of Chitin County, Texas. -rd r_.._t?c,e..0�a-, C' 1 3 Note. Bearings based on recorded plat(Vol. F, Pg. 579). 1' - - ta, s Note, Verify exact location of underground utilities prior to construction. €: € ', Note:Aft 5/8 inch steel rods set hove red plastic cap stamped "Boundary Solutions" CLIENT: • The plat as shown hereon was prepared from an on-the-ground survey114 ¢ performed under my supervision during the month of January, 2018: the g Lawyers Title • visible improvements on the ground are as shown onthe survey; there ore a€ no visible intrusions, protrusions, overlapping of improvements or conflicts yE, found except us shown on the survey plat. $$ i cri January 24, 2018 L 6m,,+'g, 0 40' 80' 120' 160' Revised, 1-29--18 ry v ,C.F.tJt 1913502930 BC nIlt ` I Fix typo eIr °Address: , € adss, Matthew Busby 11001 & 1011 Squire I '7v' q,,aA / R.P.L.S. No. 5751 3I Drawn by: mfb 1 B.S.AJob# 1801-021 io it`- • I ylie cono isevelo s ent Cor I oration E 0 - A DU To: Samuel Satterwhite, Executive Director From: Angel Wygant, Senior Assistan 40' L. Subject: Budget Transfer Request Date: February 19, 2018 Issue Consider and act a Budget Transfer Request for FY 2017-2018. Analysis To accommodate unanticipated expenses, the following budget transfers within the FY 2017 - 2018 Budget are requested. Special Services - $144,076. This includes fence rental ($1,599) and demolition of the 4 buildings located on the 544 Gateway properties ($142,477). These costs were anticipated to occur in the FY 2016—2017 and were therefore not budgeted in FY 2017-2018. The monies not spent resulted in an increased beginning fund balance and will net out. Utilities - $2,500. The WEDC had previously not budgeted for utilities at 100 Oak Street. $250 per month for the balance of the fiscal year to maintain power and gas. Land - $539,007. Assuming the WEDC Board chooses to pay all-cash for the Gallagher property, $539,007 will need to be transferred into the Land- Purchase Price budget. After funding the Gallagher purchase, $200,000 will remain in the Land budget for future acquisitions. To offset the budget increases, it is being proposed to reduce Incentives by $685,583 leaving a remaining budget of $987,069. Future Projects (unanticipated project funds) within Incentives will effectively be reduced from$741,602 to $56,019. Recommendation Staff recommends that the WEDC Board of Directors approve Budget Transfer Request EDC-1 increasing Special Services by $144,076, Utilities by $2,500, Land by $539,007, and reducing Incentives by $685,583. EDC-1 02-28-18 City of ylie Budget Transfer Request Account Col (1) Current CoI (2) CoI (3) Col (1+2-3) Number Account Description Budget Increase Decrease Adjusted Budget 56040 Special Services 132,200.00 144,076.00 276,276.00 56610 Utlilities 2,400.00 2,500.00 4,900.00 58110 Land 231,224.00 539,007.00 770,231.00 56030 Incentives 1,672,652.00 685,583.00 987,069.00 TOTALS (MUST EQUAL) 685,583.00 685,583.00 DESCRIPTION/JUSTIFICATION DEPT# DATE FINANCE COMMENTS: FINANCE DIRECTOR: Approved:UYes ®No DATE ylie cono is evelo s ent Core oration E • - A DU TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director SUBJECT: DCU Performance Agreement DATE: February 24, 2018 Issue Consider and act upon issues surrounding a Performance Agreement between DCU, Inc. and the WEDC. Analysis On September 22, 2017 the WEDC entered into a Performance Agreement with DCU, Inc. to assist with the relocation and expansion of DCU from the 544 Gateway property to Regency Business Park. The Agreement calls for the WEDC to pay up to $31,534 in Permit Fees to the City of Wylie, $18,466 toward the extension of a gas line, and $50,000 over two years to assist with construction and moving costs. With a projected $1.2 mm valuation and a cumulative $100,000 incentive package, the project is experiencing significant cost overruns which are impacting the Agreement. First of all, Mr. Mark Hambleton, DCU Owner, has provided the WEDC with line item expenditures totaling $89,410 representing Mr. Hambleton's unanticipated out-of-pocket expenses. Also, the estimate for the gas line extension provided by Atmos of $28,000 will be $39,885 as reflected in the lowest of three current bids. Based upon the $101,295 in cost overruns (including the gas line), Mr. Hambleton has inquired as to the potential for additional assistance with the gas line and possibly restructuring the incentive payments. Under previous assumptions for the gas line extension, the WEDC was participating at 66% of the cost. Staff believes an increase in participation is warranted up to an additional $7,858 which brings WEDC outlay under Incentive No. lb to $26,324. Further, staff is proposing that Incentive Payments No. 2 and No. 3 of$25,000 each be restructured to $12,500 each and fund the restructured $25,000 at CO to assist with cost overruns. The rate of return (ROR) for this project was originally 3.4 years with the additional $7,858 increasing the ROR only slightly. Should the Board agree with the recommendations, an amended Performance Agreement will be presented to the Board in March. WEDC—DCU, Inc. Feb 24, 2018 Page 2 of 2 Recommendation Staff recommends that the WEDC Board of Directors authorize amendments to a Performance Agreement between DCU, Inc. and the WEDC, increasing total incentives to $107,858 and restructuring Incentive Payment No. 2 and Incentive Payment No. 3. Attachments Performance Agreement PERFO ' NCE AG ' E NT Between WYLIE ECONOMIC DEVELOPMENT CO ' '0 ' • TION And DCU, Inc. 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 DCU, Inc. a Texas Corporation(the "Company"). RECITALS EREAS, the Company is desirous of making real and personal property improvements in the form of a 11,200-square foot manufacturing facility(the "Project"). The project will have an estimated project cost of One Million Two I-kindred Thousand Dollars ($1,200,000) and will be located at 2774 Capital Street in Wylie, Texas (the "Facility"); and ' 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 constructing the Facility in the City of Wylie, Texas; and REAS, the construction of the Project in the City of Wylie, Texas will ultimately create "primary jobs", as that term is defined in the Act; and EREAS, 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 business properties within the City; and E' AS, the WEDC has estimated that $31,534 will be assessed by the City Wylie in development fees to be paid prior to issuance of Certificate of Occupancy of the Facility; and EREAS, 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 economic assistance in an amount up to, but not to exceed One Hundred Thousand Dollars ($100,000.00) (the "Economic Development Incentives"). The Economic Incentives will be paid according to the criteria set forth herein with the WEDC's obligation to pay the Economic Development Incentives terminating on August 31, 2020. Page 1 of 6 WABoard12017\9-20-171DCU-Performance Agreement-DCU,lnc,.doc Upon meeting the qualifications and requirements (the "Performance Requirements"), the Company shall be entitled to the following Economic Development Incentives: Economic Development Incentive Payment Schedule: Expected Cost/Value of WEDC Total WEDC Eligibility Year Incentive Project Incentive Incentive Expiration 2018 No. la $700,000 $31,534 $31,534 8-1-2018 2018 No. lb $1,200,000 $18,466 $50,000 8-1-2018 2019 No. 2 $1,200,000 $25,000 $75,000 8-1-2019 2020 No. 3 $1,200,000 $25,000 $100,000 8-1-2020 II. Performance Requirements for Economic Development Incentive. a. Incentive No. la: An Economic Development Incentive, for the benefit of the Company, of Thirty-One Thousand Five Hundred Thirty-Four Dollars ($31,534) will be paid to the City of Wylie upon completion of the following Performance Requirements for Incentive No. 1 a: 1) Receipt of documentation by WEDC supporting Company's application to the City of Wylie for a Certificate of Occupancy supporting the construction of a 11,200-square foot facility located at 2774 Capital Street in Wylie and a letter from the City of Wylie Building Official indicating Company has complied with all requirements of said application, approval of said documentation at the sole and absolute discretion of the WEDC; and 2) Receipt of a 'Permit Fee Receipt' from the City of Wylie for development fees of not less than $31,534, approval of said documentation at the sole and absolute discretion of the WEDC; and a) Should development fees imposed by the City of Wylie exceed $31,534, Company shall pay 100% of the overage; and 3) Receipt of documentation by WEDC supporting a minimum construction cost of the project of Seven Hundred Thousand Dollars ($700,000) as evidenced by paid invoices supporting the minimum cost, approval of said documentation at the sole and absolute discretion of the WEDC; and 4) Receipt of documentation by WEDC supporting an expenditure of not less than $25,000 to extend a gas line approximately 670 feet to the easternmost property line of the lot located at 2774 Capital Street in Wylie, approval of said documentation at the sole and absolute discretion of the WEDC; and Page 2 of 6 W:\Board\2Ot7\9-2O-17DCrJ-Performance Agreement-DCU,Inc doe 5) Company is current on all ad valorem taxes and other property taxes due on the Facility 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 6) Eligibility expiration for the Company to qualify for this Incentive No. la is August 1, 2018. b. Incentive No. lb: An Economic Development Incentive of Eighteen Thousand Four Hundred Sixty-Six Dollars ($18,466) will be paid to Company upon completion of the following Performance Requirements for Incentive No. lb: 1) Receipt of documentation by WEDC of a Certificate of Occupancy for an eleven thousand two hundred (11,200) square foot industrial building issued by the City of Wylie, approval of said documentation at the sole and absolute discretion of the WEDC; and 2) Eligibility expiration for the Company to qualify for this Incentive No. lb is August 1, 2018. c. Incentive No. 2: An Economic Development Incentive of Twenty-Five Thousand Dollars ($25,000) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 2: 1) Receipt of documentation by WEDC supporting a minimum valuation of One Million Two Hundred Thousand Dollars ($1,200,000) for real and personal property located at 2774 Capital Street in Wylie, Texas as evidenced by a certified appraisal issued by the Collin County Central Appraisal District, 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 Facility 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) Receipt of documentation by WEDC evidencing the ongoing operations of DCU, Inc. at 2774 Capital Street, Wylie, Texas, approval of said documentation at the sole and absolute discretion of the WEDC; and 4) Eligibility expiration for the Company to qualify for this Incentive No. 2 is August 1, 2019. Page 3 of 6 WABoard12017 W-20-17\DCU-Performance Agreement-DCU,Inc..doc d. Incentive No. 3: An Economic Development Incentive of Twenty-Five Thousand Dollars ($25,000) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 3: 1) Receipt of documentation by WEDC supporting a minimum valuation of One Million Two Hundred Thousand Dollars ($1,200,000) for real and personal property located at 2774 Capital Street in Wylie, Texas as evidenced by a certified appraisal issued by the Collin County Central Appraisal District, 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 Facility 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) Receipt of documentation by WEDC evidencing the ongoing operations of DCU, Inc. at 2774 Capital Street, Wylie, Texas, approval of said documentation at the sole and absolute discretion of the WEDC; and 4) Eligibility expiration for the Company to qualify for this Incentive No. 3 is August 1, 2020. 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. Further, Incentives No. 2 and No. 3 will be paid not sooner than 12 months following payment of preceding Incentive Payment. 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 (a), 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 August 31, 2020. Page 4 of 6 W\Board Q01719-20-17\DCU-Performance Agreement-DCU,Inc.cloc 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 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, jobs retained, 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. XL 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 according to 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. Page 5 of 6 WABoard\201 7 19-20-17\DCU-Performance Agreement-DCU,(nc..doc 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 CO I' DCU, Inc. 908 W Kirby St. Wylie, TX 75098 Attention: Mark Hambleton 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. EXECUTED this - di y of September 2017. WEDC: Wylie Economic Development Corporation By: Samuel D.R. Satterwhite,Executive Director COMPANY: DCU, Inc. 1 . By: 4,01 Mark Harnbleton Owner Page 6 of 6 W:\Board 12017'0-20-17\DCU-Performance Agreement-DCU,Inc..doc ylie cono is 1 evelo s ent Cor s oration E • -: A DU TO: WEDC Board of Directors FROM: Samuel Satterwhite,Executive Director SUBJECT: Cross Development LLC DATE: February 23, 2018 Issue Consider and act upon issues surrounding a Performance Agreement between Cross Development, LLC and the WEDC. Analysis In June 2017 Cross Development approached the City/WEDC to discuss a mixed-use project to be located on Westgate Way across from Home Depot. An incentive package was requested to offset site work required due to the existence of a State registered landfill utilized for the disposal of Class III polypropylene and plastic shavings generated from the process by which copper wire was recycled. A local Wylie company, Electro Extraction, Inc., operated the landfill from approximately 1972 to 1979. Even though the site was properly registered, the current owner(Greenway Springs) was required to enroll the property into the Voluntary Cleanup Program via the Texas Council on Environmental Quality (TCEQ) in 2003 to address soil and groundwater issues created by the Class III materials. Greenway expended $147,000 to process the site through the VCP with the TCEQ subsequently issuing a Final Certificate of Completion (COC) on March 31, 2008 under which the materials were allowed to remain on-site. Even with the COC in place, a majority of the shavings must be removed and replaced with clean fill at an estimated cost of$816,000 for the entire site. Cross presented the mixed-use project to Council on 2-13-18 which approved zoning for the 286- unit multi-family development with commercial uses on the 15.72-acre tract. Project costs will be in excess of$32,000,000 for the multi-family alone. While Cross would have preferred the request for financial assistance be considered earlier in the process, staff believed that it would have been presumptuous to process an incentive request prior to zoning. Now with zoning complete, Cross is awaiting Council and WEDC Board decisions prior to closing on the property. WEDC—Cross Development February 23, 2018 Page 2 of 2 As reported to the WEDC Board previously, the premise behind considering financial assistance is based upon the site being underperforming, excessive site work costs, and the benefit this project will bring to surrounding commercial properties. To be considered on 2-27-18, WEDC and City Staff are recommending that Council waive up to $475,000 in development fees out of the total estimated fees of$800,000 to be imposed by the City. Staff is further recommending to the WEDC Board via the attached Performance Agreement to provide $250,000 in reimbursements of qualified infrastructure expenses. Based upon estimated net fees of$325,000 and assuming new taxable value of $30,000,000 just on the multi-family component of the project, the rate of return on investment will be approximately 6 months on the entire package with an annual net benefit to the City of Wylie in the amount of $365,000. Net benefit comprised of sales tax, property tax, fees, utility revenue, and franchise fees less cost of utility and governmental services. Performance Measures associated with the project are as follows: (1) projects costs for Phase I of at least $32,000,000, (2)purchase the land no later than March 20, 2018, (3) break ground on the multi-family component no later than August 1, 2018, (4) certificates of occupancy issued on all multi-family no later than September 1, 2020, (5) provide documentation supporting the expenditure of no less than $500,000 in site work to address the removal/remediation of polypropylene and shredded plastics and site preparation, and (6) certificates of completion on 2,300 square feet of general retail and 3,200 square feet of restaurant space no later than September 1, 2020. Should Cross fail to meet any of the above Performance Measures, the contemplated waived development fees will be due and payable prior to the issuance of any Certificate of Occupancy and the WEDC will not be required to fund the reimbursement of Qualified Infrastructure. The City/WEDC designed an incentive package in 2007 to address the property owner's costs to secure the Final Certificate of Completion through the TCEQ Voluntary Cleanup Program and the estimated site cost to a potential developer to remediate the removal of plastic shavings. With the shift in retail development further west on F.M. 544 and the inability to identify a buyer for the subject property, the program was terminated in 2011. A cap on the package was set at $2 mm with the WEDC reimbursing only$4,929 prior to termination. Recommendation Staff recommends that the WEDC Board of Directors approve a Performance Agreement between Cross Development, LLC and the WEDC. Attachments Performance Agreement PERFO ' ANCE AGREEMENT Between Wylie Economic Development Corporation And Cross Development, LLC 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 Cross Development, LLC, a Texas limited liability company ("Company"). RECITALS WHEREAS, Company has entered into a contract to acquire 15.7208 acres of property located in the City of Wylie, Texas (the "City"), which property is more fully described herein on the attached Exhibit A(the "Property"); WHEREAS, Company proposes to construct on the Property a mixed-use development in two phases. Phase one shall consist of at least: (i) 286 multifamily units (the "Multifamily Units"), (ii) 2,300 square feet of general retail space (the "Retail Space"), and (iii) approximately 7,000 square feet of restaurant space which shall be split between two restaurants (the "Restaurant Space" and together with the Multifamily Units and the Retail Space, "Phase One"). Phase two shall consist of approximately 18,600 square feet of office space split between three separate buildings, the first containing approximately 3,500 square feet of office space, the second containing approximately 6,000 square feet of office space, and the third containing approximately 9,100 square feet of office space (collectively, "Phase Two" and together with Phase One, the "Development"), such Development being depicted on the attached Exhibit "B". The total project cost of Phase One shall be not less than Thirty-Two Million Dollars ($32,000,000.00); WHEREAS, Company agrees to provide documentation to WEDC showing that the total project cost of Phase One is not less than Thirty-Two Million Dollars ($32,000,000.00); WHEREAS, Company agrees to purchase and take title to the Property on or before March 20, 2018 (the "Purchase Deadline"); WHEREAS, Company agrees to commence construction of the Multifamily Units on or before August 1, 2018 (the "Multifamily Commencement Date") and to complete construction of the Multifamily Units and to obtain from the City all corresponding Certificates of Occupancy for the Multifamily Units on or before September 1, 2020 (the "Completion Date"); WHEREAS, Company agrees to complete construction of the Retail Space and at least 3,200 square feet of the Restaurant Space and to obtain from the City all corresponding Certificates of Completion for the Retail Space and at least 3,200 square feet of the Restaurant Space on or before the Completion Date; PERFORMANCE AGREEMENT—Page 1 2389685 WHEREAS, for a number of years beginning in 1972 and ending prior to 1980, the Property was occupied by Electro Extraction, Inc. which operated a state registered landfill for the disposal of Class III polypropylene and PVC plastic shredded from aluminum and copper wire (the "Contaminants"). The Property was required to be enrolled in the TCEQ Voluntary Cleanup Program in November 2003 and received a Final Certificate of Completion on March 31, 2008. While a Final Certificate of Completion was issued, all or a portion of the Contaminants were allowed to remain on the Property through the date of this Agreement, impacting a sizeable portion of the soil on the Property (the "Impacted Soil"); WHEREAS, Company agrees to expend at least $500,000 (the "Minimum Removal Expenditure") for site work including the removal of the Contaminants from the Property and to remove or remediate all Impacted Soil (the "Removal/Remediation Process"); WHEREAS, Company shall complete the Removal/Remediation Process on or before the Completion Date; 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"); 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; 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 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; 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 PERFORMANCE AGREEMENT—Page 2 2389685 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 Two Hundred Fifty Thousand Dollars ($250,000.00) (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 Two Hundred Fifty Thousand Dollars ($250,000.00). 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 purchase and take title to the Property on or before the Purchase Deadline; b. Company shall complete the plans and specifications for the Development (the "Plans") and submit them to the City for approval prior to commencement of construction; c. Company shall commence construction of the Multifamily Units on or before the Multifamily Commencement Date; d. Company shall complete construction of the Multifamily Units and obtain from the City all corresponding Certificates of Occupancy for the Multifamily Units on or before the Completion Date in substantial accordance with the Plans; e. Company shall complete construction of the Retail Space and at least 3,200 square feet of the Restaurant Space and obtain from the City all corresponding Certificates of Completion for the Retail Space and at least 3,200 square feet of the Restaurant Space on or before the Completion Date in substantial accordance with the Plans; f. Company shall supply documentation to the WEDC on or before the Completion Deadline that the project cost for Phase One was at least Thirty-Two Million Dollars ($32,000,000.00); g. Company shall supply documentation to the WEDC, and subsequently made part of this Agreement hereto and attached as Exhibit C, that the Qualified Infrastructure has been completed and that the cost of constructing the Qualified Infrastructure was at least Two Hundred Fifty Thousand Dollars ($250,000.00) no later than the Completion Deadline; and PERFORMANCE AGREEMENT—Page 3 2389685 h. Company shall provide to the WEDC on or before the Completion Deadline documentation confirming that: (i) the Removal/Remediation Process has been completed, and (ii) the Company expended an amount greater than or equal to the Minimum Removal Expenditure in completing the Removal/Remediation Process. 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 thirty (30) days after WEDC receives documentation confirming that Company has satisfied all Performance Criteria set forth herein. 4. Default. The WEDC's obligation to pay any portion of the Reimbursement Incentive to Company will terminate or be reduced, in WEDC's sole discretion, if Company defaults by not completing the Performance Criteria as set forth in Section 2 of this Agreement. 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) October 1, 2020. 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. c. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement or any part thereof shall not be assigned or transferred by any party without the prior written consent of the other party; provided this Agreement may be assigned (1) by Company to an affiliate of Company (an "affiliate" being an entity controlled and majority owned by the Company or its principals) who expressly assumes all of the obligations of Company arising after the date of such assignment, or (ii) by operation of law in connection with a merger or consolidation of Company so long as Company provides WEDC the name, address, phone number, and email address of the successor entity. In the event of an assignment, the assignment is not effective until written notice is given to the WEDC of the name, address, phone number, and email address of the assignee. 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 PERFORMANCE AGREEMENT—Page 4 2389685 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: Cross Development, LLC Attn: 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. 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. PERFORMANCE AGREEMENT—Page 5 2389685 [SIGNATURE PAGE FOLLOWS] PERFORMANCE AGREEMENT—Page 6 2389685 DC Board approved this day of , 2018 (the "Effective Date"). WEDC: WYLIE ECONOMIC DEVELOP I NT CORPORATION, a Texas Corporation By: Sam Satterwhite,Executive Director COMPANY: Cross Development, LLC, a Texas limited liability company By: Name: Title: Exhibits: Exhibit A - Legal Description of the Property Exhibit B - Site Plan of the Development Exhibit C - The Qualified Infrastructure PERFORMANCE AGREEMENT--Page 7 2389685 EXHIBIT A Legal Description of the Property BEING a tract of land located in the City of Wylie, Collin County, Texas, being all of the remainder of Lot 2, Block A, Replat of Lot 1 , Block A, Westgate Center, Phase One, an addition to the City of Wylie according to the plat thereof as recorded in Cabinet L, Page 659, Map Records, Collin County, Texas, being all of that tract of land described in deed to Greenway Springs, Ltd. as recorded in Volume 6013, Page 1066, Deed Records, Collin County, and being more particularly described by metes and bounds as follows: BEGINNING at a 1/2" iron rod found for the southeast corner of said Lot 2, being the intersection of the northerly line of the A.T & S.F. Railroad (150' R.O.W. ) and the westerly line of Westgate Way (100' R.O.W. at this point); THENCE, along the southerly line of said Lot 2, Block A, South 52 degrees 16 minutes 00 seconds West, a distance of 790.00 feet rod a 5/8" iron rod with cap stamped "SCI" set for the southwest corner of said Lot 2, being the southeast corner of Lot 1 , Block A, Sanden Addition as recorded in Cabinet L, Page 457, Map Records, Collin County, Texas; THENCE, departing said Railroad R.O.W. , along the east line of said Sanden Addition and the west line of said Lot 2, North 00 degrees 03 minutes 22 seconds East, a distance of 1 ,392.97 feet to a 5/6" iron rod with cap stamped "Probeck-5187" found for the northwest corner of the herein described tract and the southwest corner of Lot 2A, Block A, Plat of Lot 2A, Block A, West Center Phase One as recorded in Cabinet M, Page 632, Map Records, Collin County, Texas; THENCE, departing the east line of said Sanden Addition, along the south line of said Lot 2A, South 89 degrees 56 minutes 38 seconds East, a distance of 519.10 feet to a 5/8" iron rod found with cap stamped "Probect-5187" being the southeast corner of said Lot 2A, the northeast corner of the herein described tract, being in the westerly right-of-way line of Westgate Way (65' R.O.W. at this point); THENCE, along the westerly line of said Westgate Way and the easterly line of the herein described tract as follows: South 44 degrees 56 minutes 38 seconds East, a distance of 7.05 feet to a 1/2" iron rod found, the beginning of a curve to the right; ; Along said curve to the right through a central angle of 49 degrees 30 minutes 38 seconds, a radius of 292.50 feet, an arc length of 252.76 feet, a chord bearing of South 20 degrees 11 minutes 19 seconds East and a chord distance of 244.96 feet to a 1/2" iron rod found; South 04 degrees 34 minutes 00 seconds West, a distance of 493.90 feet to a 1/2" iron rod found, the beginning of a curve to the left; Along said curve to the left through a central angle of 42 degrees 18 minutes 00 seconds, a radius of 262.79 feet, an arc length of 194.01 feet, a chord bearing of South 16 degrees 35 minutes 00 seconds East and a chord distance of 189.63 feet to the POINT OF BEGINNING and containing 684,800 square feet or 15.7208 acres of land more or less. PERFORMANCE AGREEMENT—Page 8 2389685 EXHIBIT B Site Plan of the Development T ialials i 1i.--" V.11 jiitIJE.11 , ,..:1 „., 41 • lr flail t 1 1 .,, ,,".,.'.,,i1„,—, :!,1,,',, 1 Itilt411: 14„lii,-P '-''' Li", ''s ', I.TPr'l iTIMIT"iTratitTrilThfillIT : 74'4;0-72 ;.7 if ft '. 4 111 le!..66,f--?,, \ NINKc.k., ..'.;,',A 4 •,',,, .-:;..rthrp...J.,1!tfr--,,,,,-,,,,,, „ ,, , ,,,,,,,,,,,,,,„,,,,I ,11,44,1 i,, 1 „.1 cE .., „ 1 ... I::,.,••!'.4 ! ;'1. "ill r- I- 2 LI I- k ,. 24,,,,i1",a -2 ,-'1rt. ,fri0,4 4.---,-,44.--' * ,St ,,,,,,,c= , , ' ''Y,.Attg „t:Ctit,t.t41:Itt ,'tAti At,i t qggt, At AtAAAtt i.'it a:06114e zr.,„A' , (.7.,..ti,tt,j,ttir, ' , t'' A,A 1•-1 , \ \ 1 ...4 ..,_ A1.0 ...., , PERFORMANCE AGREEMENT—Page 9 2389685 EXHIBIT C The Qualified Infrastructure [TO BE ATTACHED] PERFORMANCE AGREEMENT—Page 10 2389685 ylie co o ic I evelo I e t or s oratio • - II TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Directory ' SUBJECT: 100 Oak Street—Peddicord Center DATE: February 23, 2018 Issue Consider and act upon issues surrounding the use of WEDC property located at 100 Oak Street. Analysis The WEDC has considered on at least two occasions the use of the Peddicord Center for commercial uses. Those opportunities were not acted upon due to cost and difficulties in developing a notice to vacate scenario should the entire 1-acre tract redevelop in a manner consistent with the mixed-use vision in place. Staff has become aware of a church, Wylie Northeast, that utilized a WISD facility for six years and is currently utilizing New Hope on Saturday evenings. Wylie Northeast stopped using WISD facilities due to a policy which discourages the same church have indefinite use of ISD buildings. By chance, staff was speaking to one of the leaders of Wylie Northeast and they were describing their declining membership since going to Saturday evening services and the potential for their use of the 100 Oak Street property was considered. Wylie Northeast is proposing renting the building for between $1,000 - $1,400 per month. The range is variable based upon the unknown amount for utilities which staff is researching now. Their primary use of the facility would be on Sunday's being that their 'model' is built around the use of members' homes for weekday study groups. While staff continues to research the issue, there is apparently no conflict with zoning and adequate parking is available. New Hope is aware that the building would be leased as-is and there would be no allowance for remodeling or on-going repairs. Further, New Hope would identify the WEDC as an additional insured on a $1 mm policy. Finally, New Hope is aware that any lease would include a 4-6 month 'notice to vacate' clause. Staff is in support of this proposal for the following reasons: • While the building will be torn down at some point in the future, staff is hesitant to do so based upon the slight chance there is some scenario that the facility could be part of the redevelopment plan; WEDC—Wylie Northeast February 23,2018 Page 2 of 2 • Assuming there is agreement on the above, the occupancy of the building reduces vandalism and ongoing deterioration; • The use should not disrupt weekly business activities for existing businesses and may enhance retail/restaurant sales on Sunday mornings; • The income is equal to approximately 24%of the annual debt service; and * The nomadic nature of the organization and their lack of need/desire for permanent facilities will lessen the conflict when required to vacate. Recommendation Staff recommends that the WEDC Board of Directors authorize the Executive Director to develop a lease between the WEDC and Wylie Northeast Church for use of WEDC property located at 100 Oak Street. ylie co o ic t evelo I e t or s oration E • A I TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director SUBJECT: All State Fire Equipment DATE: February 23, 2018 Issue Consider and act upon issues surrounding a Performance Agreement between All State Fire Equipment, Inc. and the WEDC. Analysis The WEDC is in its last year of a Performance Agreement with All State Fire. Incentive No. 1 called for Project Cost associated with the construction of a 9,300 square foot building of $788,000. Incentive No. 2 called for appraised value of at least $1.1 mm and sales taxes paid to the City of no less than$5,000. Incentive No. 3 calls for minimum value of $900,000 and $5,000 in sales tax payments. All State has real and personal property valued at $1.51 mm and sales tax paid to the City of $11,477. All State was also required to pay property taxes no later than January 31' of the year after they are assessed. All State paid their personal property taxes on December 1, 2017 and their real property taxes on February 13, 2018, including $1,851 in penalties. Staff does not believe that this default warrants the non-payment of Incentive Payment No. 3. Recommendation Staff recommends that the WEDC Board of Directors waive the requirement under Section II c (2) within the All State Performance Agreement and further recommends that the Board authorize the Executive Director to process Incentive Payment No. 3. Attachments Performance Agreement PERFO ' • NCE AGREE I NT between WYLIE ECONOMIC DEVELOP NT CORPO' • TION and ALL STATE FIRE EQUIPMENT, INC. 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 All State Fire Equipment, Inc., a Texas Corporation (the "Company"). ' CITALS WHE' AS, the Company is desirous of making real and personal property improvements in the form of a 9,300 square foot office/warehouse (the "Project"). The project will have an estimated valuation of One Million One Hundred Seventy Five Thousand Dollars ($1,175,000) and will be located at 1305 Century Way in Wylie,Texas (the"Facility"); and I REAS, 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 constructing the Facility in the City of Wylie, Texas; and ' S, the construction of the Project in the City of Wylie, Texas will ultimately create"primary jobs", as that term is defined in the Act; and I ' AS, 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 business properties within the City;and EREAS, 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 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 Sixty Thousand Dollars (S60,000.00) (the "Economic Development Incentives"). The Economic Incentives will be paid according to the criteria set forth herein with the WEDC's obligation to pay the Economic Development Incentives terminating on February 1,2018. Page 1 of 6 Macintosh HaUsers ydamon Desktop Performance Agreement doc Upon meeting the qualifications and requirements (the "Performance Requirements"), the Company shall be entitled to the following Economic Development Incentives: Economic Develo ment Incentive Payment Schedule: Expected Cost/Value of WEDC Total WEDC Eligibility Year Incentive Project Incentive Incentive Expiration 2015 No. 1 $788,000 $20,000 $20,000 2-1-2016 2016 No. 2 $1,100,000 $20,000 $40,000 2-1-2017 2017 No. 3 $900,000 $20,000 $60,000 2-1-2018 II. Performance Requirements for Economic Development Incentive. a. Incentive No. 1: An Economic Development Incentive of Twenty Thousand Dollars ($20,000) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 1: 1) Receipt of documentation by WEDC supporting the construction of a nine thousand three hundred (9,300) square foot office/warehouse as evidenced by a Certificate of Completion or a Certificate of Occupancy issued by the City of Wylie on or before December 31, 2015, approval of said documentation at the sole and absolute discretion of the WEDC; and 2) Receipt of documentation by WEDC supporting a minimum construction cost of the project of Seven Hundred Eighty Eight Thousand Dollars ($788,000) as evidenced by (a) a building pei mit issued by the City of Wylie evidencing the repired minimum construction cost, and (b) paid construction invoices supporting the minimum construction cost, approval of said documentation at the sole and absolute discretion of the WEDC; and 3) Company is current on all ad valorem taxes and other property taxes due on the Facility by January 31st of the year after they are assessed and provide written notice and evidence of such payment to WEDC in a foini satisfactory to WEDC; and 4) Eligibility expiration for the Company to qualify for this Incentive No. 1 is February 1, 2016. b. Incentive No. 2: An Economic Development Incentive of Twenty Thousand Dollars ($20,000) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 2: 1) Receipt of documentation by WEDC supporting a minimum valuation of One Million One Hundred Thousand Dollars ($1,100,000) for real and Page 2 of 6 Macintosh FID:bsersydarnon-Dcsktop Perfomiance Agreement doc personal property located at 1305 Century Way, Wylie, Texas as evidenced by a certified appraisal issued by the Collin County Central Appraisal District, approval of said documentation at the sole and absolute discretion of the WEDC; and 2) Company has paid all ad valorem taxes and other property taxes due on the Project 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 by February 1st of the year after the taxes are assessed: and 3) Receipt of documentation by WEDC in a form satisfactory to the WEDC evidencing the payment of Sales Tax to the Texas Comptroller of Public Accounts on behalf City of Wylie in an amount not less than $5,000 for the 2016 calendar year; and 4) Eligibility expiration for the Company to qualify for this Incentive No. 2 is February 1, 2017. c. Incentive No. 3: An Economic Development Incentive of Twenty Thousand Dollars ($20,000) will be paid to Company upon completion of the following Performance Requirements for Incentive No. 3: 1) Receipt of documentation by WEDC supporting a minimum valuation of Nine Hundred Thousand Dollars ($900,000) for real and personal property located at 1305 Century Way, Wylie, Texas as evidenced by a certified appraisal issued by the Collin County Central Appraisal District, approval of said documentation at the sole and absolute discretion of the WEDC; and 2) Company has paid all ad valorem taxes and other property taxes due on the Project by January 3 I of the year after they are assessed and provide written notice and evidence of such payment to WEDC in a form satisfactory to WEDC by February lst of the year after the taxes are assessed: and 3) Receipt of documentation by WEDC in a form satisfactory to the WEDC evidencing the payment of Sales Tax to Texas Comptroller of Public Accounts on behalf of the City of Wylie in an amount not less than $5,000 for the 2017 calendar year; and 3) Eligibility expiration for the Company to qualify for this Incentive No. 3 is February 1, 2018. WEDC Payment of Reimbursement Incentives. Subject to the terms of this Agreement, the WEDC shall pay the Incentives within approximately thirty (30) 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. Page 3 of 6 Macintosh HD:Users.ydamon Desktop:Performance Agreenient doc IV. Non-Attainment of Performance Requirements. In the event that the Company does not meet or exceed Performance Requirements as specified in Section II, the WEDC Economic Development Incentive will be voided in advance of payment. The Company will however be eligible to qualify for incentive payments in future years. 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. 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 fund the Incentive payments will expire in full on February 1,2018. 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 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 teinis 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, jobs retained, 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, is adjudged bankrupt, makes any materially false statements to the City and/or the WEDC, files suit against the City and/or the WEDC, or an Event of Default under the terms of this Agreement occurs. Page 4 of 6 Macintosh 11D r,mrs ydamon Desktop Performance Agreement doc X. 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 according to 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 . j eement 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 COMP : All State Fire Equipment, Inc. 3902 Melcer Drive, Suite 201 Rowlett,TX 75088 Attention: Yvonne Damon 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. CU 1 ED this - day of e ; , 2014. WEDC Wylie Economic Development Corporation Samuel D.R. Satterwhite,Executive Director Page 5 of 6 Macintosh HD-Usersydamon-Desktop:Perforrnance Agreement doc COMPANY: All Stat Fir Equilt ant, ne. By: v nne Darrion, resident Page 6 of 6 Macintosh HaUsersindamon:Deskiop:Performance Agreethenadoc • I ylie cono isevelo s ent Cor s oration E • - A DU TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director SUBJECT: Staff Report DATE: February 13, 2018 Issue Staff report: review issues surrounding WEDC Performance Agreement Summary, Environmental Activity Summary, Highway 78 WEDC Pad Sites, 544 Gateway Property, Kansas City Southern, McClure Partners, 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 desire that an issue be placed on the agenda at any time prior to a Board meeting, WEDC President or staff can be contacted, or a request can be made during Discussion Item XII. 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, Wedge Corporation, and Woodbridge Crossing. Woodbridge Crossing Attached for the Board's review is the Sales Tax Reimbursement Report which identifies all sales taxes received through January 2018 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 tax reimbursement through September 2021 as opposed to the maximum reimbursement of $12 million originally contemplated. $4,746,848.80 in reimbursement has been earned through January 2018 with net receipts of $4,011,548.18 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$8.7 mm in tax revenue, WEDC- Staff Report February 13, 2018 Page 2 of 3 net of reimbursements, since October 2009. As shown on the Sales Tax Reimbursement Report, $138,632.07 was generated in sales tax in November 2017 versus $142,917.21 in November 2016. This represents a 3% decrease over 2016 receipts, or a decline of$210,000 in taxable sales. Woodbridge Centre Within the Kroger-anchored center, $13,380.93 in sales tax was generated in November 2017 with $3,345.23 subject to reimbursement.November 2017 sales represent a 21% increase over 2016,or an increase of$115,000 in taxable sales. As reported previously, Pet Supplies Plus has broken ground with Credit Union of Texas to begin shortly. 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. Schlotzsky's is the only confirmed 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. 544 Gateway Property The TCEQ has received the signed affidavit package confirming that all requested work associated with the VCP has been completed. A Certificate of Completion for the Dallas Whirlpool property and the Commerce Street property should be received no later than March 13th. Staff is still awaiting results on groundwater testing on the City 5-acre tract. Data may be available prior to the Board Meeting which will be reported if so. Kansas City Southern WEDC staff was able to arrange a meeting with the KCS Industrial Development Manager who has been charged with promoting increased distribution business along the KCS line, specifically KCS intermodal served properties. While there are no imminent prospects, KCS is beginning the process of evaluating the Wylie property for its 'shovel ready' status. Staff also discuss multiple properties KCS owns in Wylie and their interest in selling those properties for redevelopment. While the WEDC was able to purchase a property from KCS on Cooper Drive in 2008,there is typically very little interest from'Corporate' in selling any property. WEDC- Staff Report February 13, 2018 Page 3 of 3 Staff was asked to develop a packet for KCS detailing all 'excess' property owned by KCS in Wylie and provide our opinion of potential development opportunities of the same. McClure Partners The WEDC approved a Real Estate Contract and Performance Agreement with McClure Partners (The Rocking M, LLC) on January 17, 2018 for the sale and development of a WEDC lot on Jackson Street. As conveyed to the Board via email, there continues to be a personal issue involving one of the Rocking M Principal Members that has delayed the execution of the above documents. Even with plans for the office project complete, staff is awaiting final confirmation from McClure that the project is moving forward prior to processing sales documents. WEDC Promotional Activity Included in your packet is the report on usage of Mavericks tickets. Regional Housing Starts Four homes were permitted in Wylie for the month of January 2018. Sachse, Lavon, Murphy permitted a combined seventeen with Inspiration permitting fifteen 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 131615.27 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 94985.80 0.65 15,435.19 30,870.39 46,305.58 Nov-17 Jan-18 69,316.04 34,658.02 34,658.02 138,632,07 0.65 22,527.71 45,055.42 67,583.13 Dec-17 Feb-18 0.00 0.00 0.00 0.65 0.00 0.00 0.00 233,617.87 37,962.90 75,925.81 113,888.71 Totals 8,758,396.98 1,582,282.93 3,164,565.87 4,746,848.80 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, 2.79 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 Nov-18 Jan-18 6,690.47 3,345.23 3,345.23 $13,38 ,93' 3,345.23 Dec-18 Feb-18 0.00 0.00 0.00 $0.00' $0.00 Jan-18 Mar-18 0.00 0.00 0.00 $0.00 $0.00 Sub-Total $13,380.93 $3,345.23' CSD Woodbridge Centre Sales Tax Reimbursement Report 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; I 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 Paid 12/31/20181 $25,000 , 1 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 3/31/20141 $100,000 Paid Phase II -CO for 120,600 sf retail space Sales taxi (completed) j 3/31/2014 reimburse quarterly, Phase III-CO for 127,600 sf retail space Sales tax (completed) 3/31/2017 reimburse quarterly i 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. 8/1/20181,_ $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 2/24/20161 $87,000 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 Paid 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 2/28/20171 $10,000 Paid Appraised Value of$1,175,000 2/28/2018 $10,000, 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 Outstanding Performance Agreement Summary REVA Hospitality 1 A. CO for a 4-story, 60,000 sf, 98 room hotel; documentation of a $9.2 mm in construction costs.; 6/30/2018 $100,000 B. Quarterly incentive payment equal to 50%of i !Occupancy Tax paid to City of Wylie (start date 6 j ,months from CO and ending 6 years from 1st Not to exceed $350,000 payment) 6/30/24 i 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. 5/1/20181 $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: 1 Maintain on property,taxable personal property owned by Company valued at or above 150%of BPP $14,375,324(Tax Threshold). `tax paid in excess of Tax 1/31/2019 Threshold. Maintain on property,taxable personal property I 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). I 1/31/2021 B. Employee Incentive: Outstanding Performance Agreement Summary 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. 12/31/2017 Threshold 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. 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. j 8/1/2009 2013 ; 85%sales tax reimb No further performance requirements. Default declared reducing maximum incentive from $12 Reimbursement mm to$6 mm. 2021 spreadsheet attached W M Environmental Program Tracking Invoiced Date Descr. of Work Proj.Total 605 Commerce Project Total: 148,616.77 Phase II 4,138.75 2/28/15 Completed Labor: Laura Foss;James Maxwell; Clay Snider; Michael Whitehead Contracted Amt:$11,550 1,967.65 2/28/15 Laboratory 4,878.30 2/28/15 Drilling 124.12 2/28/15 j Misc.Supplies 151.25 2/28/151 W&M Equipment 250.00 2/28/151 Vehicle Usage P-2 12.39 8/18/151 Postage 47.50 8/31/151 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 I 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 E 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 IMisc. Supplies 64.631 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 521.251 9/30/15 'Labor: Shan Ahmad; Mark Smith; Clay Snider 287.50 10/31/15 'Labor: Clay Snider 402.501 12/15/15 Labor: Clay Snider _ 4 631.25, 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 1,010.851 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 5/31/161 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 8/ / .. . 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 E 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 j 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 Pacholczuk 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 678.50f 4/30/17 Whitehead. 1,150.001 4/30/17 Subcontractors. Total 26,308.04 A_ r 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 172.501 11/30/16 Labor: Michael Henn,Joshua Hopper 45.00 1/31/17 Labor: Michael Henn 172.501 2/28/17 ;Labor: Michael Whitehead 704.001 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: 2,702.401 Groundwater Sampling: 515.00 j 7/31/17 Labor: Michael Henn,Joshua Hopper,Clay Snider Contract: $3,900 1,490.001 8/31/17 Labor: Clay Snider,Joshua Hopper 1,577.56' 8/31/17 !Subcontractors: Laboratory,Supplies, Permits, Equip Rental 315.001 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 Closure Activities Labor: Frank Clark, Michael Henn,Samuel Lewis,James Maxwell, Contract: $8,400 3,705.75 Antonia Pacholczuk,Clay Snider W M Environmental Program Tracking 3,705.75 00- { 8 Kir'y Project Total: 26,602.31 Phase I -Contract$2,800 2,800.00 10/31/16 Completed 2,800.00 Limited Phase II - Labor: Shan Ahmad, Michael Henn,Joshua Hopper, Clay Snider, Contract$17,000 4,052.50 9/30/16 Michael Whitehead 11.18E 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 1 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 j Develop Soil Management Plan: Clay Snider 1,061.00 I 8/31/17 IPM &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 j 2/28/17, Michael Whitehead W M Environmental Program Tracking ,Subsurface Investigations: Frank Clark,Joshua Hopper,James Maxwell,Trey Nelson,Jeremiah Roy, Clay Snider, Michael 5,060.00 2/28/171 Whitehead 9,184.48 2/28/171 Subcontractors: Laboratory($1,597.35), Drilling ($7,587.13) 570.77 2/28/17 Supplies 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 3/31/171 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 1Michael Whitehead) 245.27 4/30/17 Aerials/Maps/Photos/Postage/Shipping W M Environmental Program Tracking APAR (Frank Clark, Michael Henn,James Maxell,Trey Nelson, Antonia Pacholozuk,Jeremiah Roy, Clay Snider, Holly Stockton, 5,818.25 4/30/1711 Michael Whitehead) 30.74 4/30/17, Postage, Delivery,Shipping 501.50 5/31/17 Project Mgmt& Meetings: Frank Clark,James Maxwell, Clay Snider 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 1Sub-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: 23,232.62 Contract$27,950 910.00 11/30/17 Labor: Frank Clark, Michael Henn 788.00 £ 12/31/17 'Labor: Frank Clark, Clay Snider W M Environmental Program Tracking Labor: Frank Clark, Michael Henn,Joshua Hopper, Samuel Lewis, 6,421.80 1/31/181 Trey Nelson, Clay Snider Other Subcontractors: Laboratory, Supplies/Permits, Other 14,442.16 1/31/18 Subcontractors 11.16 1/31/18 Misc. Supplies 659.50 . 1/31/18 Vehicle / Equipment 23,232.62 Spent [ ,Contracted Total W&M Expenditures: 261,641.77' E$283,400 WEDC Promotional Activities 2017-2018Mavericks 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 January 24,2018 UCR Development January 26, 2018 Whisenant Properties WEDC Activity Log Prestonwood Country Club DATE WEDC CONTACT BUSINESS CONTACT DESCRIPTION OF CHARGE AMOUNT 12/6/17 Satterwhite Gallagher Dining 24.09 12/8/17 Satterwhite n/a MGA Dues 100.00 12/20/17 jSattewwhite Waxier Golf 81.19 12/31/17 Satterwhite n/a January Dues&Fees 679.00.r' ` P l ar P may?; "l:` ^� em' i -' " �sf r ' " .r � 4447 ; _, `fi "r ,� f . -� �- ,�Yr -� � 1f ,� -,'-, , ��% r ' rr rr- ' �% i' '"��8 $84.28� . �.� �a �, �,� , . , r �./ � - -,� � , ' * WEDC Promotional Activities 2017-2018Mavericks 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 January 24, 2018 UCR Development January 26, 2018 Whisenant Properties February 10, 2018 UCR Development Regional Housing Permits Wylie Lavon 10 11 12 13 14 15 16 17 18 10 11 12 13 14 15 16 17 18 January 28 20 16 18 14 46 9 15 4 January 8 2 4 5 4 6 2 12 2 February 18 9 22 14 20 31 ! 4 36 February 7 11 2 5 11 6 5 1 March 20 28 18 17 30 31 43 33 March 8 3 6 3 17 8 3 0 A April 23 18 29 38 10 57 41 70 April 13 1 12 24 7 11 1 1 May 26 18 20 22 26 68 101 45 May 8 1.. 0 9 17 4 4 11 June 24 19 13 11 9 57 58 98 June 12 9 2 5 12 5 1 7 July 33 20 19 18 29 36 34 60 July 11 2 3 1 14 12 1 1 August 24 16 20 19 19 30 25 11 August 12 9 6 3 1 5 0 12 September 23 22 15 8 17 24 18 46 September 0 6 7 6 2 7 0 5 October 17 16 28 30 21 32 26 33 October 14 4 2 1 9 5 0 0 November 13 5 14 18 20 33 11 42 November 5 5 3 2 1 2 0 14 December 15 10 16 23 65 38 39 18 December 1 7 1 4 5 6 0 40 TOTAL 264 201 230 236 280 483 409 507 4 TOTAL 99 60 48 68 100 77 17 104 2 Murph Sachse 10 11 12 13 14 15 16 17 18 10 11 12 13 14 15 16 17 18 January 14 4 7 26 13 1 12 5 0 January 17 14 8 13 18 14 16 4 15 February 15 3 14 4 5 5 4 2 February 10 3 11 8 29 17 31 15 March 15 9 6 6 8 4 5 4 March 11 9 12 1 13 24 31 23 April 12 8 10 23 1 3 8 1 April 11 8 4 13 17 12 24 15 May 5 11 14 7 7 2 2 0 May 13 11 17 10 21 6 21 15 June 13 6 19 15 6 7 4 0 June 11 8 17 14 16 38 25 14 July 7 7 16 7 22 4 2 8 July 15 7 14 15 30 12 22 17 August 3 4 13 15 16 2 21 0 August 14 5 19 10 29 41 32 8 September 7 4 10 10 3 3 6 0 September 3 12 12 17 23 27 20 3 October 8 3 16 16 4 0 2 0 October 3 8 15 125 18 31 29 10 November 7 3 17 5 5 2 6 0 November 4 6 9 12 27 26 12 6 December 9 8 7 15 4 0 1 1 December 6 7 10 11 39 12 11 2 TOTAL 115 70 149 149 94 33 73 21 0 TOTAL 118 98 148 149 280 260 274 132 15 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 18 15 15 Regional Housing Permits Wylie Pending Developments Inspiration Phase 5A-1 10.32 ac 58 with 3 Estates of Creekside-45 ac. -63 Lots, 3 open space Inspiration Phase 3A-50.08 ac 324 lots Braddock Place, Phase 2 - 185 ac. - 44 Lots Dominion of Pleasant Valley Ph 2 -62.142 Kreymer Estates Phase 1 -36.475 ac. - 110 Lots ac 212 lots Lewis Ranch - 53 ac. -216 Lots J Cubed Addition 1.841 ac Woodbridge 16 -25.083 ac. - 111 Lots Inspiration 3B-1 56.75 ac-205 lot Dominion of Pleasant Valley- 361.4 ac. -975 Lots Bozman Farms Phase 5B -21.874 ac 74 lots Covington Estates Ph 1 - 14.308 ac. -44 lots Kreymer East Phase 1 -26.782 ac 86 lots Bozeman Farms - 780 lots remaining (145 under cons.) Inspiration Phase 3B-1 56.75 ac 205 lot Alanis Crossing - Phase 1 -29.292 ac-53 Lots New Haven at Wylie- 3.126 ac 1 lot Braddock Place, Phase 3 -18.322 ac. - 53 Lots, 2 open space Kreymer Estates 4 -27.312 ac 78 lots Wilson Creek - 38 ac. 140 lots Stone Ranch -38.113 ac 138 lots Inspiration 2B -25 ac. 76 lots Wylie ETJ Collins Addition -6.398 ac 2 lots ZC 2014-08 Nails-25 ac. 105 Townhomes Clarimarhomes 0.281 ac 2 lots Hunter's Cove Phase I -31.414 ac 58 Lots Lake Park villas 26.586 ac 165 lots Bozman Farms Phase 3-50.392 ac 139 Lots Creekwood Country Estates -21.34 ac 22 lots Braddock Place Phase 4 -25608 ac 77 Lots Keller's 2nd Addition -0.289 ac 1 lot Braddock Plase Phase 3 - 18.322 ac. 53 Lots Keller's 2nd Addition -0.289 ac 1 lot Creekside Estates Phase VII -23.267 ac. - 11 Lots Railroad Add, Lot 3R-1 &3R-2 -0.281 ac 1 lot Castle Park- 31.41 ac 56 Lots Inspiration Ph 3B-1 - 56.75 ac 199 lots Inspiration Phase 1 &2 -- 53 Lots Bozman Farm Phase 6 - 59.968 ac 181 lots Kreymer Estates Amenity Center- 3.3 ac. 1 Lot Inspiration Ph 3B-3 - 19 lots Kreymer Estates Phase 2 -23.171 ac 60 Lots Creekside Phase IX 1.428 ac 5 lots Kreymer Estates Phase 3 -29.7654 ac 74 Lots Railroad Addition, Lot 15R -0.402 ac 2 lots Mansions at Wylie Seniors- 13.125 ac 1 Lot Woodbridge 21 - 104.174 ac-367 lots Schupbach Estates-0.633 ac. 2 Lots Wooded Creek Phase 2 Amenity Center-0.512 ac 1 Lot Sachse Pending Developments. Creekside Estates Phase VIII -20.551 ac 65 Lots Jackson Hills Phase 3A-2 -55 Lots Kreymer Estates Phase 4-27.312 ac 78 Lots Heritage Park- Phase 3 -81 Lots Bozman Farms Phase 5- 69.071 ac 198 Lots Parkwood Ranch - Phase 2 -102 Lots HNI Townhome Addition - 10.06 ac 104 Lots Jackson Hills - Phase 3B- 114 Lots Alanis Crossing Phase II -26.239 ac 42 Lots Jackson Meadows- 51 Lots Trailsplace Lot 6-BR &6 C-0.256 ac 2 Lots Woodbridge- Phase 19- 148 Lots Kreymer Park-45.57 ac 151 Lots Estates of Pleasant Valley Phase II -(21 Lots) Kreymer Estates Phase 3-29.7654 ac 74 Lots Serene Townhomes (122 units) Braddock Place Phase 5-28.019 ac Malone Estates (37 lots) Railroad Addition Block 31- 1 ac. Estates of Pleasant Valley Phase I - (42 lots) Creekside Estates Ph 9- 12 ac Covington Estates Phase 2 - 13.927 ac ETJ Kreymer Park-45.57 ac 151 Lots C & F Copeville Addition -3.515 ac 3 Lots Creekwood Estates - 15.717 ac 20 Lots Geckler Addition - 14.274 ac 1 Lot Bozman Farms Phase 5 -69.071 ac 198 Lots Reyes estates -3.61 ac 2 Lots Inspiration Phase 3 and 4- 107.83 ac Creeks Crossing -3.187 ac 2 Lots 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 ylie cono ic I evelo s ent Cor s oration E 0 - A U TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director SUBJECT: Future Agenda Items DATE: February 12, 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.