12-10-2018 (WEDC) Agenda Packet NOTICE OF MEETING
Wylie Economic Development
CORPORATION
Regular Meeting Agenda
December 10, 2018. —6:30 A.M.
WEDC Offices—Conference Room
250 South Highway 78—Wylie, Texas
Bryan Brokaw President
Todd Wintters Vice President
John Yeager Secretary
Demond Dawkins Treasurer
Marvin Fuller Board Member
Mayor Eric Hogue Ex-Officio Member
Mindy Manson,City Manager Ex-Officio Member
Samuel Satterwhite Executive Director
Jason Greiner Assistant Director
Angel Wygant Senior Assistant
In accordance with Section 551.042 of the Texas Government Code, this agenda has been posted at the Wylie
Municipal Complex, distributed to the appropriate news media, and posted on the City Website: www.wylietexas.gov
within the required time frame.
CALL TO ORDER
Announce the presence of a Quorum.
INVOCATION & PLEDGE OF ALLEGIANCE
CITIZEN PARTICIPATION
Residents may address the WEDC Board regarding an item that is or is not listed on the agenda. Residents must
provide their name and address. The WEDC Board requests that comments be limited to three (3) minutes. In
addition, the WEDC Board is not allowed to converse,deliberate or take action on any matter presented during citizen
participation.
ACTION ITEMS
I. Consider and act upon approval of the December 4, 2018 Minutes of the WEDC Board of
Directors Meeting.
II. Consider and act upon approval of the November 2018 WEDC Treasurer's Report.
III. Consider and act upon issues surrounding a Real Estate Sales Contract between the WEDC
and the Rocking M, L.L.C. (McClure Partners).
IV. Consider and act upon issues surrounding a Performance Agreement between the WEDC
and the Rocking M, L.L.C. (McClure Partners).
V. Consider and act upon WEDC Resolution No. 2018-01 (R)approving a Project, a Loan from
The American National Bank of Texas, the expenditure of funds, and enacting other
WEDC—Agenda
December 10, 2018.
Page 2 of 3
provisions relating to the subject,further authorizing WEDC President Brokaw and Secretary
Yeager to execute all documents relating to said Loan.
VI. Consider and act upon authorizing the WEDC Executive Director to execute an Assignment
of Contract for the purchase of property located in Collin County, Texas which is further
described as Railroad Addition, Block 4, Lot 9 and Lot 10, Wylie, Texas and further
authorize WEDC President Brokaw to execute all documentation necessary to effectuate the
transaction as prescribed within the terms of the Commercial Contract for Sale, all subject to
Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
VII. Consider and act upon authorizing the WEDC Executive Director to execute an Assignment
of Contract for the purchase of property located in Collin County, Texas which is further
described as Railroad Addition, Block 2, Lot 4b and Lot 5b, Wylie, Texas as otherwise
known as the West one-half of Lots 4 and 5, Block 2 of Railroad Addition, and further
authorize WEDC President Brokaw to execute all documentation necessary to effectuate the
transaction as prescribed within the terms of the Residential Contract, all subject to Wylie
City Council approval of WEDC Resolution No. 2018-01 (R).
VIII. Consider and act upon authorizing the WEDC Executive Director to execute a Residential
Contract to purchase a portion of Lots 4 and 5, Block 2 of Railroad Addition to the City of
Wylie, Collin County, Texas, according to the plat thereof recorded in Volume 1,Page 11 of
the Map Records, Collin County, Texas and further authorize WEDC President Brokaw to
execute all documentation necessary to effectuate the transaction as prescribed within the
terms of the Agreement, all subject to Wylie City Council approval of WEDC Resolution
No. 2018-01 (R).
IX. Consider and act upon ratifying an Agreement of Purchase and Sale between the WEDC and
Karan Associates, LLC for the acquisition of a 2.3866-acre tract of land situated in the
Francisco De LA Pina Survey,Abstract No. 686, and the J. Truett Survey, Abstract No. 920,
same being Lots 1-A-A and 1-A-B of City Lot 1-A, City of Wylie, Texas as shown on the
Revised Map recorded in Volume 1002, Page 194, Deed Records, Collin County, Texas and
further authorize WEDC President Brokaw to execute all documentation necessary to
effectuate the transaction as prescribed within the terms of the Agreement, all subject to
Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
X. Consider and act upon authorizing the WEDC Executive Director to execute an Assignment
of Contract for the purchase of a tract of land situated in the J. Truitt Survey, Abstract No.
920 and the F. De La Pina Survey, Abstract No. 688, City of Wylie, Collin County, Texas
and being all and part of City Lot 1-C, the City of Wylie, Collin County, Texas according to
the plat thereof recorded in Volume 1002, Page 194, Deed Records, Collin County, Texas,
and further authorize WEDC President Brokaw to execute all documentation necessary to
effectuate the transaction as prescribed within the terms of the Residential Contract, all
subject to Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
WEDC—Agenda
December 10, 2018.
Page 3 of 3
DISCUSSION ITEMS
XI. Staff report: review issues surrounding WEDC Performance Agreement Summary, Hotel
Occupancy Tax, Environmental Activity Summary, Active Project Summary, 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:
• State Highway 78 & 5th Street
• Birmingham&78
Section 551.087 (Economic Development) of the Local Government Code,Vernon's Texas Code
Annotated(Open Meetings Act). Deliberation regarding commercial or financial infouiiation that
the WEDC has received from a business prospect and to discuss the offer of incentives for:
• Project 2018-10b
RECONVENE INTO OPEN MEETING
Take any action as a result from Executive Session.
ADJOURNMENT
CERTIFICATION
I certify that this Notice of Meeting was posted on this 6th day of December 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
Monday, December 4, 2018 —7:30 A.M.
WEDC Offices—Conference Room
250 South Highway 78 —Wylie, Texas
CALL TO ORDER
Announce the presence of a Quorum
President Bryan Brokaw called the meeting to order at 7:38 a.m. Board Members present were
John Yeager, Marvin Fuller, 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.
INVOCATION & PLEDGE OF ALLEGIANCE
President Brokaw gave an invocation and led the Pledge of Allegiance.
CITIZEN PARTICIPATION
With no citizen participation, President Brokaw moved to Action Items.
ACTION ITEMS
ITEM NO. 1 — Consider and act upon approval of the November 28, 2018 Minutes of the
Wylie Economic Development Corporation (WEDC) Board of Directors Meeting.
MOTION: A motion was made by Todd Wintters and seconded by Demond Dawkins to
approve the November 28, 2018 Minutes of the Wylie Economic
Development Corporation. The WEDC Board voted 5 — FOR and 0 —
AGAINST in favor of the motion.
Prior to considering Item No. 2, President Brokaw recessed into Executive Session.
EXECUTIVE SESSION
Recess into Closed Session at 7:40 a.m. in compliance with Section 551.001, et. seq. Texas
Government Code, to wit:
Section 551.072 (Real Estate) of the Local Government Code, Vernon's Texas Code Annotated
(Open Meetings Act). Consider the sale or acquisition of properties located at:
• State Highway 78 & 5th Street
RECONVENE INTO OPEN MEETING
The WEDC Board of Directors reconvened into open session at 8:07 a.m.
WEDC—Minutes
December 4, 2018
Page 2 of 2
ITEM NO. 2 — Consider and act upon issues surrounding a Real Estate Contract for the
purchase of Lots 1,2,and 3,Block 2,Railroad Addition,City of Wylie,Collin County,Texas.
Following discussion in Executive Session, President Brokaw asked if there was any discussion
on this Item and having none requested called for a motion on the Item.
MOTION: A motion was made by John Yeager and seconded by Todd Wintters to ratify
a contract executed by the WEDC Executive Director to purchase
approximately 1.022 acres, more specifically identified as Lots 1, 2, and 3,
Block 2, Railroad Addition within the City of Wylie, Collin County, Texas,
for a purchase price of $305,000 plus applicable closing costs, further
authorizing WEDC President Bryan Brokaw to execute all documentation
necessary to effectuate the transaction. The WEDC Board voted 5—FOR and
0—AGAINST in favor of the motion.
DISCUSSION ITEMS
ITEM NO. 3— 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.
Staff informed the Board that the Director of Finance had requested to postpone presenting a
summary of WEDC financials until after the Auditors Report which will be presented to Council
on January 22, 2019. Therefore, Finance will be present at the February 20th WEDC Board
Meeting.
ADJOURNMENT
With no further business, President Brokaw adjourned the WEDC Board meeting at 8:09 a.m.
Bryan Brokaw,President
ATTEST:
Samuel Satterwhite, Director
ylie cono ic I evelop ent Corporation
E O - A DU
TO: Samuel Satterwhite, Executive Director
FROM: Angel Wygarit, Senior Assistant
SUBJECT: November 2018 Treasurer's Report
DATE: December 5, 2018
Issue
Consider and act upon approval of the November 2018 WEDC Treasurer's Report.
Analysis
Sales Tax receipts for the month of December have not yet been updated by the Comptroller's
Office. If they are updated prior to the meeting, staff will provide that to Board Members at the
meeting.
From the Balance Sheet,page 1:
Deposits - $2,000. This amount reflects a $2,000 deposit paid to Wylie Industrial Court for the
current location of the WEDC office.
Account Rec — Forgivable Loans - $210,000. This figure represents the loan made to Exco
Extrusion Dies in the amount of$350,000. The first 2 loan payments were forgiven on February
24, 2017 and February 24, 2018 respectively, in accordance with the terms of the Performance
Agreement. Assuming Exco remains in compliance, the remaining 3 loan payments will be
forgiven in equal amounts of$70,000 on an annual basis effective February 24th
Deferred Outflows - $538,188.87. This is a total of incentive payments which are due in the
future. A breakdown of these charges includes: B & B Theatres - $25,000, Exco Extrusion Dies
— $40,000, DCU - $31,988.80, DANK Real Estate - $83,000, MIKTEN - $10,000, Cross
Development - $250,000, Hooper-Woodbridge - $20,000, SCSD-Finnell - $75,000, Taylor &
Son- $3,200.
Balance Sheet,page 2:
Deferred Inflow - $117,000. This figure represents the Exco Extrusion Dies forgivable loan
which 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 and second payments of$39,000 were
forgiven on 2-24-17 and 2-24-18, respectively, with three payments remaining.
WEDC November 2018 Treasurers Report
December 5, 2018
Page 2 of 2
Revenue and Expense Report,page 2:
Rental Income — $10,770. DCU - $500, Austin Said - $6,000, Richmond Hydromulch - $500,
Wheels Unlimited - $1,435, Helical Concepts - $400, Trimark- $1,035, Wylie Northeast- $900.
Revenue and Expense Report,page 3:
Office Supplies - $56.25. Copy paper, Rubber Bands, Clips.
Food Supplies - $134.98. WEDC Board Meeting Meals.
Incentives - $25,000. 2819 FM 544 Ventures—Incentive 1 of 1.
Special Services — $12,671.50. Mowing ($459), Deanan Project Waterline ($12,055), Janitorial
Svc ($157.50).
Advertising - $10,345. Video Production -2 of 3 ($3,750), Photography—($5,000), In &Around
($1,595).
Community Development - $1,749.70. Rotary Sponsor ($500), Wylie Hall of Honor ($100),
WEDC Invitational Trophies ($580), Manufacturers Day Luncheon($569.70).
Travel & Training — $1,447.30. TML — Satterwhite ($687.56), TEDC — Greiner ($470.06),
Business Meeting/Prospect Recruitment ($289.68).
Dues & Subscriptions - $5,698.67. IMPACT Data dashboard — ($4,988), Club Corp Dues
($710.67).
Insurance - $180.31. TML WEDC Property.
Land - $35,000. Add'l Earnest money — pending purchase ($5,000), 102 Birmingham Earnest
($5,000), Brown Street. Earnest ($25,000).
Recommendation
Staff recommends that the WEDC Board of Directors approve the November 2018 Treasurer's
Report.
Attachments
November 2018 Treasurer's Report
Wylie Economic Development Corporation
Statement of Net Position
Aaof November 30,018
Assets
Cash and cash equivalents $ 1'501'272.02
Receivables $ 210\000.00 Note
Inventories $ 7'899'110.31
Prepaid Items � .
�
Total Assets g _9,rzO'38Z.]3
`.
Deferred Outflows of Resources
Pensions $ _126'847.55
Total deferred outflows ofresources g 125'847.55
�
Liabilities
Accounts Payable and other current liabilities $ 2'153.98
Unearned Revenue $ 120'000.00 Note
Non current liabilities:
Due within one year $ 415'120.60 Note
Due in more than one year $ 3'143'261.O5
� �
Total Liabilities g 3'6��5��.63
,
Deferred Inflows wfResources
Pensions _$ (1,989.41)
-
-
Totadeferredinfluwsofnesourmes $ >
_
Net Position
Net investment in capital assets $ ~
Unrestricted $ 615E\683.65
Total Net Position $ 6,158,683.66'
~
Note1: Includes incentives in thefonnuffhrgkmble loons/h,$21800
motez: aonomortizution deposds/bnn rental property
wote3: Liabilities due within one year includes compensated absences oy$6I028
12-03-2018 12:45 PM CITY OF WYLIE PAGE: 1
BALANCE SHEET
AS OF: NOVEMBER 30TH, 2018
111-WYLIE ECONOMIC DEVEL CORP
ACCOUNT# TITLE
ASSETS
1000-10110 CLAIM ON CASH AND CASH EQUIV. 1,599,272.02
1000-10115 CASH - WEDC - INWOOD 0.00
1000-10135 ESCROW 0.00
1000-10180 DEPOSITS 2,000.00
1000-10198 OTHER - MISC CLEARING 0.00
1000-10341 TEXPOOL 0.00
1000-10343 LOGIC 0.00
1000-10481 INTEREST RECEIVABLE 0.00
1000-11511 ACCTS REC - MISC 0.00
1000-11517 ACCTS REC - SALES TAX 0.00
1000-12810 LEASE PAYMENTS RECEIVABLE 0.00
1000-12950 LOAN PROCEEDS RECEIVABLE 0.00
1000-12996 LOAN RECEIVABLE 0,00
1000-12997 ACCTS NEC - JTM TECH 0.00
1000-12998 ACCTS NEC - FORGIVEABLE LOANS 210,000.00
1000-14112 INVENTORY - MATERIAL/ SUPPLY 0.00
1000-14116 INVENTORY - LAND & BUILDINGS 7,899,110.31
1000-14118 INVENTORY - BAYCO/ SANDEN BLVD 0.00
1000-14310 PREPAID EXPENSES - MISC 0.00
1000-14410 DEFERRED OUTFLOWS 538,188.87
10,248,571.20
TOTAL ASSETS 10,248,571.20
LIABILITIES
2000-20110 FEDERAL INCOME TAX PAYABLE 0,00
2000-20111 MEDICARE PAYABLE 0.00
2000-20112 CHILD SUPPORT PAYABLE 0,00
2000-20113 CREDIT UNION PAYABLE 0,00
2000-20114 IRS LEVY PAYABLE 0,00
2000-20115 NATIONWIDE DEFERRED COMP 0.01
2000-20116 HEALTH INSUR PAY-EMPLOYEE 0.14
2000-20117 TMRS PAYABLE 1,760.52
2000-20118 ROTH IRA PAYABLE 0.00
2000-20119 WORKERS COMP PAYABLE 0.00
2000-20120 FICA PAYABLE 0.00
2000-20121 TEC PAYABLE 0.00
2000-20122 STUDENT LOAN LEVY PAYABLE 0.00
2000-20123 ALIMONY PAYABLE 0.00
2000-20124 BANKRUPTCY PAYABLE 0.00
2000-20125 VALIC DEFERRED COMP 0.00
2000-20126 ICMA PAYABLE 0.00
2000-20127 EMP. LEGAL SERVICES PAYABLE 0.00
2000-20130 FLEXIBLE SPENDING ACCOUNT 333,32
2000-20131 EDWARD JONES DEFERRED COMP 0.00
2000-20132 EMP CARE ELITE 12.00
2000-20151 ACCRUED WAGES PAYABLE 0.00
2000-20180 ADDIT EMPLOYEE INSUR PAY 48.00
2000-20199 MISC PAYROLL PAYABLE 0.00
12-03-2018 12:45 PM CITY OF WYLIE PAGE: 2
BALANCE SHEET
AS OF% NOVEMBER 30TH, 2018
111-WYLIE ECONOMIC DFVEL CORP
ACCOUNT# TITLE
2000-20201 AP PENDING 0.00
2000-20210 ACCOUNTS PAYABLE 0.00
2000-20530 PROPERTY TAXES PAYABLE 0.00
2000-20540 NOTES PAYABLE 538,188.87
2000-20810 DUE TO GENERAL FUND 0.00
2000-22270 DEFERRED INFLOW 117,000.00
2000-22275 DEF INFLOW - LEASE PRINCIPAL 0.00
2000-22280 DEFERRED INFLOW - LEASE INT 0.00
2000-22915 RENTAL DEPOSITS 3,000.00
TOTAL LIABILITIES 660,342J35
EQUITY
3000-34110 FUND BALANCE - RESERVED 0.00
3000-34590 FUND BALANCE-UNRESERV/UNDESIG 9,838,515.85
TOTAL BEGINNING EQUITY 9,838,515.85
TOTAL REVENUE 16,234.58
TOTAL EXPENSES 266,522.08
REVENUE OVER/(UNDER) EXPENSES 250,287.50)
TOTAL EQUITY & OVER/(UNDER) 9,588,228.35
TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 10,248,571.20
12-03-2018 12:45 PM CITY OF WYLIE PAGE 1
BALANCE SHEET
AS OF: NOVEMBER 30TH, 2018
922-GEN LONG TERM DEBT (WEDC)
ACCOUNT# TITLE
ASSETS
1000-10312 GOVERNMENT NOTES 0.00
1000-18110 LOAN - WEDC 0,00
1000-18120 LOAN - BIRMINGHAM 0.00
1000-18210 AMOUNT TO BE PROVIDED 0.00
1000-18220 BIRMINGHAM LOAN 0.00
1000-19050 DEC OUTFLOW - CONTRIBUTIONS 33,377.29
1000-19075 DEF OUTFLOW - INVESTMENT EXP 21,519,48
1000-19100 DOE' OUTFLOW - ACT EXP/ASSUMP 71,950,78
1000-19125 )GAIN)/LOSS ON ASSUMPTION CHG( 1,989.41)
124,858.14
TOTAL ASSETS 121,858.14
LIABILITIES
2000-20310 COMPENSATED ABSENCES PAYABLE 32,402.87
2000-20311 COMP ABSENCES PAYABLE-CURRENT 63,028.00
2000-21410 ACCRUED INTEREST PAYABLE 3,991.77
2000-28205 WEDC LOANS/CURRENT 318,100.83
2000-28220 BIRMINGHAM LOAN 0.00
2000-28230 INWOOD LOAN 0.00
2000-28232 ANB LOAN/EDGE 0.00
2000-28233 ANB LOAN/PEDDICORD WHITE 416,736.49
2000-28234 ANB LOAN/RANDACK HUGHES 0.00
2000-28235 AND LOAN 0.00
2000-28236 ANB CONSTRUCTION LOAN 0.00
2000-28237 AND LOAN/ WOODBRIDGE PARKWAY 251,320.68
2000-28238 ANB LOAN/BUCHANAN 0.00
2000-28239 AND LOAN/JONES:HOBART PAYOFF 0.00
2000-28240 HUGHES LOAN 0.00
2000-28245 AND LOAN/DALLAS WHIRLPOOL 2,000,000.00
2000-28247 JARRARD LOAN 230,437.84
2000-28250 CITY OF WYLIE LOAN 0.00
2000-28260 PRIME KUTS LOAN 0.00
2000-28270 BOWLAND/ANDERSON LOAN 0.00
2000-28280 CAPITAL ONE CASAD LOAN 0.00
2000-28290 HOBART/COMMERCE LOAN 0.00
2000-29150 NET PENSION LIABILITY 212,363.17
TOTAL LIABILITIES 3,558,381.65
EQUITY
3000-34590 FUND BALANCE-UNRESERV/UNDESIG( 3,398,505.24)
3000-35900 UNRESTRICTED NET POSITION 114,969.00)
TOTAL BEGINNING EQUITY ( 3,513,474.24)
TOTAL REVENUE 0.00
TOTAL EXPENSES 79,950.73)
12-03-2018 12:45 PM CITY OF WYLIE PAGE: 2
BALANCE SHEET
AS OF NOVEMBER 30TH, 2018
922-GEN LONG TERM DEBT (WEDC)
ACCOUNT# TITLE
REVENUE OVER/(UNDER) EXPENSES 79,950.73
TOTAL EQUITY & OVER/(UNDER) ( 3,433,523.51)
TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 124,858.14
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4000-46143 Loozc zmrmxuuT o�uo 0,00 0100 o�ou 0.00 0.00 0.00
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12-03-2018 12:47 PM CITY OF WYLIE PAGE: 3
REVENUE AND EXPENSE REPORT - (UNAUDITED)
AS OF: NOVEMBER 30TH, 2018
111-WYLIE ECONOMIC DEVEL CORP
DEVELOPMENT CORP-WEDC
DEPARTMENTAL EXPENDITURES
CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET I OF
BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET
PERSONNEL SERVICES
5611-51110 SALARIES 290,180.00 22,737.04 0.00 39,676,87 0.00 250,503.13 13.67
5611-51130 OVERTIME 0.00 0.00 0,00 0.00 o.00 o.00 0.00
5611-51140 LONGEVITY PAY 1,452.63 1,444.00 0.00 1,444.00 0.00 8.63 99.41
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
5611-51170 PARAMEDIC INCENTIVE 0.00 0.00 0,00 0.00 0.00 0.00 0.00
5611-51210 CAR ALLOWANCE 12,600.00 969.26 0.00 1,696.20 0.00 10,903.80 13.46
5611-51220 PHONE ALLOWANCE 4,656.00 0.00 0.00 1,164.00 0.00 3,492.00 25.00
5611-51230 CLOTHING ALLOWANCE 0.00 0.00 0,00 0.00 0.00 0.00 0.00
5611-51260 MOVING ALLOWANCE 0.00 0.00 0.00 0.00 0.00 0.00 0.00
5611-51310 TMRS 45,879.00 0.00 0.00 2,664,14 0.00 43,214.86 5.81
5611-51410 HOSPITAL & LIFE INSURANCE 41,277.00 3,490.36 0.00 6,648.45 0.00 34,628.55 16.11
5611-51415 EXECUTIVE HEALTH PLAN 0.00 0.00 °-" 0.00 0.00 0.00 0.00
5611-51420 LONG-TERM DISABILITY 1,655.00 83.94 0.00 251.82 0.00 1,403.18 15.22
5611-51440 FICA 18,863.00 644.64 0.00 1,107.31 0.00 17,755.69 5.87
5611-51450 MEDICARE 4,412.00 348.48 0.00. 592.50 0.00 3,819.50 13.43
5611-51470 WORKERS COMP PREMIUM 396.00 0.00 0.00 283.20 0.00 112.80 71.52
5611-51480 UNEMPLOYMENT COMP (TWC) 810.00 0.00 0.00 0 00 0,00 810.00 0.00
TOTAL PERSONNEL SERVICES 422,180.63 29,717.72 0.00 55,528.49 0.00 366,652.14 13.15
SUPPLIES
5611-52010 OFFICE SUPPLIES 6,000.00 56.25 0.00 56.25 0.00 5,943.75 0.94
5611-52040 POSTAGE & FREIGHT 890.00 0.00 0,00 6.70 0.00 883.30 0.75
5611-52130 TOOLS/ EQUIP (NON-CAPITAL) 0.00 0.00 0.00 0.00 0.00 0.00 0.00
5611-52810 FOOD SUPPLIES 2,150.00 134.98 0.00 166.33 0.00 1,983.67 7.74
5611-52990 OTHER 0,00 0.00 0.00 0.00 0.00 0.00 0.00
TOTAL SUPPLIES 9,040.00 191.23 0.00 229,28 0.00 8,810.72 2.54
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 2,000.00 0,00 0,00 0.00 0.00 2,000.00 0,00
5611-54990 OTHER 5,000.00 0.00 0.00 0.00 0.00 5,000.00 0.00
TOTAL MATERIALS FOR MAINTENANC 7,000.00 0.00 0.00 0.00 0.00 7,000.00 0.00
CONTRACTUAL SERVICES
5611-56030 INCENTIVES 1,245,886.50 25,000.00 0.00 25,000.00 0.00 1,220,886.50 2.01
5611-56040 SPECIAL SERVICES 263,900.00 12,671.50 0.00 17,146.50 0.00 246,753.50 6.50
5611-56080 ADVERTISING 127,000.00 10,345.00 0.00 10,345.00 0.00 116,655.00 8.15
5611-56090 COMMUNITY DEVELOPMENT 68,600.00 1,749.70 0.00 3,397.65 0.00 65,202.35 4.95
5611-56110 COMMUNICATIONS 9,628.00 515.62 0.00 917.27 223.75 8,486.98 11.85
5611-56180 RENTAL 29,328.00 2,444.00 0.00 6,944,00 0.00 22,384.00 23.68
5611-56210 TRAVEL & TRAINING 55,425.00 1,447.30 0.00 814.45 0,00 59,610.55 1.47
5611-56250 DUES & SUBSCRIPTIONS 30,610.00 5,698.67 0.00 8,829.67 0,00 21,780.33 28.85
5611-56310 INSURANCE 3,110.00 180.31 0.00 4,040.19 0,00 ( 930.19) 129.91
5611-56510 AUDIT & LEGAL SERVICES 39,000.00 0.00 0.00 0.00 0.00 39,000.00 0.00
5611-56570 ENGINEERING/ARCHITECTURAL 30,000.00 0.00 0.00 0.00 0,00 30,000.00 0.00
5611-56610 UTILITIES-ELECTRIC 2,400.00 133.09 0.00 133.09 0.00 2,266.91 5.55
TOTAL CONTRACTUAL SERVICES 1,904,887.50 60,185.19 0.00 77,567.82 223.75 1,827,095.93 4.08
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5611 5r415 zmromo;r mxcomom 123'768�00 2'550�24) o�vo 8'245�7* o�oo 115'522�24 6.66
5611 5r7zo auu noor nxeowno 0,000.00 0�00 , �0�00 Mo
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5611-58110 L^mo-,vucmno rmzCo 300'000.00 35'000.00 o�oo 45'000,00 oloo 255'000�00 15.00
5611-58120 DEVELOPMENT roon o�on 0.00 n�no o,ao 01,00 n�vv 0.00
56//-58150 L^wn-ou,roRMEmTo o�oo o�vo 0.00 v^ou 0�00 o�oo 0,00
5611-58210 aTpmorn ^ noo,n mo'oon.00 o�nn o�oo n 0,00 340.000�00 0.00
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5611-59190 rm^morry TO ruvaysoFARo zm» 0.00 o�ou v^ov u'no n°vo *°vn n`vo
5611-59430 rRAwnrEu TO cxrz,^L pavJ ry o�uo o�"o o.on 0.00 0.00 0".00 u`vo
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12-03-2018 12:49 PM DETAIL LISTING PAGE: 1
FUND 111-WYLIE ECONOMIC BEVEL CORP PERIOD TO USE: Nov-2018 THRU Nov-2018
DEPT 611 DEVELOPMENT CORD-WEDC ACCOUNTS: 5611-51110 THRU 5611-58910
POST DATE TRAM # REFERENCE PACKET-------DESCRIPTION ---- VEND INV/JE # NOTE ====-AMOUNT==== ====BALANCE====
5611-51110 SALARIES
BEGINNING BALANCE 16,939.83
11/09/18 11/06 P03145 PYEXP 00847 PAYROLL ENDING 11/04/2018 11,368.52 28,308.35
11/21/18 11/19 P03154 PYEXP 00850 PAYROLL ENDING 11/18/2018 11,368.52 39,676.87
n NOVEMBER ACTIVITY DB: 22,737.04 CR: 0.00 22,737.04
5611-51130 OVERTIME
BEGINNING BALANCE 0.00
5611-51140 LONGEVITY PAY
BEGINNING BALANCE 0.00
11/16/18 11/13 R03152 PYEXP 00849 LONGEVITY CHECKS 11/16/18 1,444.00 1,444.00
—_6===°°66,6- NOVEMBER ACTIVITY DB: 1,444.00 CR: 0.00 1,444.00
5611-51145 SICK LEAVE BUYBACK
BEGINNING BALANCE 0.00
5611-51160 CERTIFICATION INCENTIVE
BEGINNING BALANCE 0.00
561.1-51170 PARAMEDIC INCENTIVE
BEGINNING BALANCE 0.00
.62666
5611-51210 CAR ALLOWANCE.
BEGINNING BALANCE 726.94
11/09/18 11/06 P03145 PYEXP 00847 PAYROLL ENDING 11/04/2018 404.63 1,211.57
11/21/18 11/19 P03154 PYEXP 00850 PAYROLL ENDING 11/18/2018 484.63 1,696.20
-- 066, 06666,0 NOVEMBER ACTIVITY DB: 969.26 CR: 0.00 969.26
5611-51220 PRONE ALLOWANCE
BEGINNING BALANCE 1,164.00
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12-03-201.8 1.2:49 PM DETAIL LISTING PAGE: 3
FUND : 111-WYLIE ECONOMIC DEVIL CORP PERIOD TO USE: Nov-2018 THRU Nov-2018
DEPT : 611 DEVELOPMENT CORD-WEDC ACCOUNTS: 5611-51110 THRU 5611-58910
POST DATE TRAN #k REFERENCE PACKFT------DESCRIPTION VEND INV/JE {# NOTE --=--AMQUNT===- --- BALANCE- ---
11/21/18 11/21 A30378 DFT: 000708 05548 MEDICARE TAXES 000015 T4 201811194780 163.77 592.50
NOVEMBER ACTIVITY DB: 348.48 CR: 0.00 348.48
5611-51470 WORKERS COMP PREMIUM
BEGINNING BALANCE 283.20
5611-51480 UNEMPLOYMENT COMP (TWC)
WKWINNING BALANCE 0.00
5611-52010 OFFICE SUPPLIES
BEGINNING BALANCE 0.00
11/14/18 11/14 A29713 CHF: 100223 05431 SUPP-PP11, CLIPS,BAND 000392 27010 WEDC 56.25 56.25
NOVEMBER ACTIVITY DB: 56.25 CR: 0.00 56.25
5611-52040 POSTAGE & FREIGHT
BEGINNING BALANCE 6.70
5611-52130 TOOLS/ EQUIP (NON-CAPITAL)
BEGINNING BALANCE 0.00
5611-52160 TOOLS/ EQUIP - 0100-$999.99
BEGINNING BALANCE 0.00
5611-52810 FOOD SUPPLIES
BEGINNING BALANCE 31.35
11/19/18 11/1.9 A30209 OFT: 000705 05547 WEDC BRD / RITCH SUP 000912 8277 NOV18 WYGANT 38.94 70.29
11/19/18 11/19 A30209 OFT: 000705 05547 WEDC BRD MTG MEAT, 000912 8277 NOV18 WYGANT 5.94 76.23
11/19/18 11/19 A30209 OFT: 000705 05547 WEDC BRD MTG MEAL 000912 8277 NOV18 WYGANT 43.80 120.03
11/19/18 11/19 A30209 OFT: 000705 05547 WEDC BRD MTG. MEAL 000912 8277 N0V18 WYGANT 46.30 166.33
A__.N _.w,_-_s. NOVEMBER ACTIVITY DB: 134.98 C:R: 0.00 134.98
5611-52990 OTHER
BEGINNING BALANCE 0.00
12-03-2018 1.2:49 PM DETAIL LISTING PAGE: 4
FUND : 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Nov-2018 THRU Nov-2018
DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS: 5611-51110 THRU 5611-56910
POST DATE TRAN # REFERENCE PACKET DESCRIPTION--==== VEND INV/JE # NOTE AMOUNT------- ----BALANCE====
5611-54630 TOOLS & EQUIPMENT
BEGINNING BALANCE 0.00
5611-54810 COMPUTER HARD/SOFTWARE
BEGINNING BALANCE 0.00
5611-54990 OTHER
BEGINNING BALANCE 0.00
5611-56030 INCENTIVES
BEGINNING BALANCE 0.00
11/06/18 11/06 A29036 CHK: 100062 05137 INCENTIVE 1 OF 1 005188 INCENTIVE #1 25,000.00 25,000.00
- --9 ... NOVEMBER ACTIVITY DB: 25,000.00 CR: 0.00 25,000.00
5611-56040 SPECIAL SERVICES
BEGINNING BALANCE 4,475.00
11/05/18 11/06 A29056 CNN: 100077 05140 MOWING EDC PROPERTIES 002723 1969 WEDC 459.00 4,934.00
11/16/18 11/16 A30040 CON: 100302 05514 DEANAN PROJECT 005202 APPLICATION #1 12,055,00 16,989.00
11/20/18 11/20 A30263 CHK: 100339 05596 JANITORIAL SVC 002330 46469 NOV18 157.50 17,146.50
NOVEMBER ACTIVITY DB: 12,671.50 CR: 0.00 12,671.50
5611-56080 ADVERTISING
BEGINNING BALANCE 0.00
1.1/02/18 11/02 A28894 CHK: 100040 05076 VIDEO PRODIIC PAY #2 OF 3 005134 4814 WEDC 3,750.00 3,750.00
11/02/18 11/02 A28895 CNN: 100040 05076 PHOTOGRAPHY 005134 4815 WEDC 5,000.00 8,750.00
11/14/18 11/14 A29711 CHK: 100220 05431 TN & AROUND NOV AD - WED 000391 17939 WEDC 1,595.00 10,345.00
NOVEMBER ACTIVITY DB: 10,345.00 CR: 0.00 10,345.00
5611-56090 COMMUNITY DEVELOPMENT
BEGINNING BALANCE 1,647.95
11/05/18 11/06 A29054 CHK: 100081 05140 SPONSR-BOWLNG TOURN WEDC 001420 103018 WEDC 500.00 2,147.95
11/14/18 11/14 A29732 CHK: 100224 05431 WYL SPORTS 008-SPONSOR 003940 111218 WEDC 100.00 2,247.95
11/19/18 11/19 A30209 DFT: 000705 05547 WEDC INV. TROPHIES 000912 8277 NOV18 WYGANT 580.00 2,827.95
11/19/18 11/19 A30209 PET: 000705 05547 MFG. DAY LUNCH 000912 8277 NOV18 WYGANT 569.70 3,397.65
t:a., _,,, NOVEMBER ACTIVITY DB: 1,749.70 CR: 0.00 1,749.70
12-03-2018 12:49 PM DETAIL LISTING PAGE: 5
FUND : 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Nov-2018 THRU Nov-2018
DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS: 5611-51110 THRU 5611-58910
POST DATE TRAN # REFERENCE PACKET DESCRIPTION- - -- VEND INV/JE # NOTE -----AMOUNT---- ----BALANCE====
-__-__--------------_______________________--------------------------------------------------------------------------------------
5611-56110 COMMUNICATIONS
BEGINNING BALANCE 401.65
11/13/18 11/13 A29617 CHK: 100199 05376 INTERNET-WEDC 0CT25-NOV2 004568 2101577989 WEDC 223,75 625.40
11/19/18 11/19 A30096 CHK: 100327 05527 TABLET SERVICE 001797 822495799-07 OCT113 113,97 739.37
11/19/18 11/19 A30181 DFT: 000705 05544 TELEPHONE SERVICE 000912 8277 NOV18 SATTER 177.90 917.27
--=---m---,--,, NOVEMBER ACTIVITY DB: 515.62 CR: 0.00 515.62
5611-56180 RENTAL
BEGINNING BALANCE 4,500.00
11/14/18 11/14 A29728 CHK: 100215 05431 COPIER RENTAL 003509 106697 WEDC 194.00 4,694.00
11/20/18 11/20 A30265 CHK: 100342 05596 OFFICE RENT DEC18 WEDC 003231 111218 DEC18 WEDC 2,250.00 6,944.00
B,,,,BB----- -- NOVEMBER ACTIVITY DB: 2,444.00 CR: 0.00 2,444.00
5611-56210 TRAVEL & TRAINING
BEGINNING BALANCE 632.85CR
11/19/18 11/19 2530091 C111<: 100326 05525 111918 MILEAGE 000317 111918 MILEAGE 218.00 414,85CR
11/19/18 11/19 A30136 DFT: 000705 05534 BUS MTG-BOB MYERS 000912 8277 NOV18 GREINER 21.24 393.61CR
11/19/18 11/19 A30136 DFT: 000705 05534 TEDC HOTEL-GREINER 000912 8277 NOV18 GREINER 470.06 76.45
11/19/18 11/19 A30136 DFT: 000705 05534 BUS MTG-NEON CLOUD 000912 8277 NOV18 GREINER 18,86 95.31
11/19/18 11/19 A30136 DFT: 000705 05534 BUS. MTG.-NEON CLOUD 000912 82/7 NOV18 GREINER 9.63 104.94
11/19/18 11/19 A30181 DFT: 000705 05544 TML CONE MEAL 000912 8277 NOV18 SATTER 39.16 144.10
11/19/18 11/19 A30181 OCT: 000705 05544 BUS MTG-RP REAL ESTA 000912 8277 NOV18 SATTER 27.03 171-13
11/19/18 11/19 A30181 OFT 000705 05544 PROJ. UPDATE-FULLER 000912 8277 NOV18 SATTER 16.43 187-56
11/19/18 11/19 A30181 DFT: 000705 05544 BUS. MTG-PLAINS CAP 000912 8277 NOV18 SATTER 24.19 211.75
11/19/18 11/19 A30181 DFT: 000705 05544 BUS MTG-WEDC STAFF 000912 8277 NOV18 SATTER 57.79 269.54
11/20/18 11/20 A30230 DFT: 000705 05579 LODGING FOR TML CONE -SA 000912 827/ NOV18 SATT S 387.09 656.63
11/20/18 11/20 A30230 DFT: 000705 05579 LODGING FOR TML CONE -SA 000912 8277 NOV18 SATT S 43.31 699_94
11/21/18 11/21 A30389 DFT: 000715 05628 111418 MEETING/DUES 000317 111418 MEET/DUES 114.51 814.45
11/21/18 11/21 A30393 VOID: 000715 05631 REVERSE VOIDED CHECK 000317 111418 MEET/DUES 114.51CR 699.94
11/26/18 11/26 A30454 CHK: 100380 05652 111418 BUSINESS MEETINGS 000317 111418A DUES/MEET 114.51 814_45
. .B-------- NOVEMBER ACTIVITY DB: 1,561.81 CR: 114.51CR 1,447.30
5611-56220 PROFESSIONAL TRAINING
BEGINNING BALANCE 0.00
-----------------------------------------_________________-____---------------------_______________-_______----------______________
5611-56250 DUES & SUBSCRIPTIONS
12-03-2018 12:49 PM DETAIL LISTING PAGE 6
FUND : 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Nov-2018 THRU Nov-2018
DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS: 5611-51110 THRU 5611-58910
POST DATE TRAM # REFERENCE PACKET DESCRIPTION- VEND INV/JE # NOTE AMOUNT---- --BALANCE--
BEGINNING BALANCE 3,131.00
11/05/18 11/06 529059 CHK: 100076 05140 IMPACT DASHBOARD SUBSCRI 004815 16504 FY18-19 WEDC 4,988.00 8,119.00
11/21/18 11/21 A30389 DFT: 000715 05628 111418 MEETING/DUES 000317 111418 MEET/DUES 710.67 8,829.67
11/21/18 11/21 A30393 VOID. 000715 05631 REVERSE VOIDED CHECK 000317 111418 MEET/DUES /10.67CR 8,119.00
11/26/18 11/26 A30454 caxL 1003e0 05652 111418 DUES 000317 111418A DUES/MEET 710.67 8,829.67
NOVEMBER ACTIVITY DB: 6,409.34 CR: 710.67CR 5,698.67
-_____-_____________________-______------------------------------------------------------------------------------------------------
5611-56310 INSURANCE
BEGINNING BALANCE 3,859.88
11/16/18 11/16 A30045 CHK: 100317 05517 Property - WEDC 000352 5345 111618 413.65 4,273.53
11/16/18 11/16 A30045 CHK: 100317 05517 E & 0 - WEDC 000352 5345 111618 148.70CR 4,124.83
11/16/18 11/16 A30045 CBE: 100317 05517 Gen Liab - WEDC 000352 5345 111618 76.37CR 4,048.46
11/16/18 11/16 A30015 CHK: 100317 05517 2% PROP DISC - WEDC 000352 5345 111618 8.27CR 4,040.19
NOVEMBER ACTIVITY DB: 413.65 CR: 233.34CR 180.31
_____________________________-____-_------___________-------------------------------------------------------------------------------
5611-56510 AUDIT & LEGAL SERVICES
BEGINNING BALANCE 0.00
_------_---------------------_------_-_-------------_----__---_-------------------------------------------_________________
5611-56570 ENGINEERING/ARCHITECTURAL
BEGINNING BALANCE 0.00
-----------------------------------------------_--_-___-------------------------------------------______________________-___________
5611-56610 UTILITIES-ELECTRIC
BEGINNING BALANCE 0.00
11/14/18 11/14 A29714 CHK: 100221 05431 ELECTRIC-201 INDUS-WEDC 001325 054452289845 OCT18 133.09 133.09
NOVEMBER ACTIVITY DB: 133.09 CR: 0.00 133.09
5611-57110 DEBT SERVICE
BEGINNING BALANCE 0.00
_______________________--------------_______-_---______--____________---------------------------------------------------------------
5611-57410 PRINCIPAL PAYMENT
BEGINNING BALANCE 35,707.40
11/02/18 11/07 063152 [Ink Dft 110218 17941 JE29836 K&M PYMT #38 JE# 029836 8,430.91 44,138.31
11/09/18 11/13 B63274 Bnk Dft 110918 17980 JE29905 PEDDICORD/WHTTE #47 JE# 029905 5,700.52 49,838.83
11/15/18 11/20 B63358 Bnk Da 111518 18024 3E29962 WB PKWY PMT #51 JE# 029962 12,392.91 62,231.74
11/21/18 11/26 B63412 Bnk Dft 112118 18040 JE29983 BUCHANAN PMT #51 JE# 029983 7,105.53 69,33/.27
11/21/18 11/26 B63414 Bnk OIL 112118 18040 JE29985 JARRARD PROPERTY #23 JE# 029985 2,154.45 71,491.72
12-03-201.8 12:49 PM DETAIL LISTING PAGE: "J
FUND : 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Nov-2018 THRU Nov-2018
DEPT 611 DEVELOPMENT CORP-WEDC ACCOUNTS 5611-51110 THRU 5611-58910
POST DATE TRAN # REFERENCE PACKET DESCRIPTION= ----- VEND ENV/JE # NOTE AMOUNT=-=-- ==-=BALANCE====
11/30/18 11/30 063509 EGk DEt 113018 18075 JE30031 K&M PMT #39 JE# 030031 8,459,01 79,950,73
NOVEMBER ACTIVITY DB: 44,243.33 CR: 0.00 44,243,33
5611-57415 INTEREST EXPENSE
BEGINNING BALANCE 10,796.00
11/02/18 11/07 B63152 Bnk Oft 110218 17941 JE29836 K&M PYMT #38 JE6 029836 314.34 11,110.34
11/09/18 11/13 863274 Bnk Dft 110918 17980 JE29905 PEDDICORD/WHITE #47 JE# 029905 1,681.93 12,792.27
11/15/18 11/20 863358 Bnk Dft 111518 18024 JE29962 WB PKWY PMT #51 JE# 029962 875.02 13,667.29
11/21/18 11/26 063412 Bnk Dft 112118 18040 JE29983 BUCHANAN PMT #51 JE# 029983 226.42 13,893.71
11/21/18 11/26 863413 Bnk Dft 112118 18040 JE29984 DALLAS WHIRLPOOL #24 JE# 029984 6,888.89CR 7,004.82
11/21/18 11/26 863414 Bnk Oft 112118 18040 JE29985 JARRARD PROPERTY #23 JE# 029985 954.70 1,959.52
11/30/18 11/30 863509 Bnk Dft 113018 18075 JE30031 K&M PMT #39 JE# 030031 286.24 8,245.76
NOVEMBER ACTIVITY DB: 4,338.65 CR: 6,888.89CR 2,550.24CR
5611-57710 BAD DEBT EXPENSE
BEGINNING BALANCE 0.00
------------------------------------------------------------------------------------------------------------------------------------
5611-58110 LAND-PURCHASE PRICE
BEGINNING BALANCE 10,000.00
11/06/18 11/06 A29076 CHK: 100083 05150 EARNEST- 102 BIRMINGHAM 003164 110618 EARNEST 5,000.00 15,000.00
11/13/18 11/13 A29670 OFT: 000103 05401 ADDL EARNEST-WEATHERFORD 005173 3MEBS 111218 5,000.00 20,000.00
11/28/18 11/28 A30691 CHK: 100455 05729 EARNEST MONEY 003164 112818 WEDC 25,000.00 45,000.00
NOVEMBER ACTIVITY DB: 35,000.00 CR: 0.00 35,000.00
5611-58120 DEVELOPMENT FEES
BEGINNING BALANCE 0.00
5611-58150 LAND-BETTERMENTS
BEGINNING BALANCE 0.00
5611-58210 STREETS & ALLEYS
BEGINNING BALANCE 0.00
5611-58410 SANITARY SEWER
BEGINNING BALANCE 0.00
12-03-2018 12:49 PM DETAIL LISTING PAGE: 8
FUND : 111-WYLIE ECONOMIC DEVEL CORP PERIOD TO USE: Nov-2018 THRU Nov-2013
DEPT : 611 DEVELOPMENT CORP-WEDC ACCOUNTS: 5611-51110 THRU 5611-58910
POST DATE TRAN # REFERENCE PACKET DESCRIPTION------- VEND INV/JE # NOTE AMOUNT-=== ----BALANCE====
5611-58810 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! -*-"-•"- "_a'._
** REPORT TOTALS ** --- DEBITS --- --- CREDITS ---
BEGINNING BALANCES: 100,367.70 632.85CR
REPORTED ACTIVITY: 174,734.64 7,947.41CR
ENDING BALANCES: 275,102.34 8,580.26CR
TOTAL FUND ENDING BALANCE„:.. 266,522.08
r
12-03-2018 zz.«y nm o m r n z L L z o r z N s easn. y
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°°° END or noromr °°°
Wylie Economic Development Corporation
Balance Sheet Sub Ledger
November 30, 2018
Notes Payable
Date of Rate of Principal
Purchase Payment Beginning Bal. Principal Interest Interest Balance
November 1, 2018 3,291,287.75
ANBTX-88130976 WOODBRIDGE PKWY (#51 of 80) 8/15/14 13,267.93 389,780.78 12,392.91 875.02 2.61 377,387.87
ANBTX-88148481 BUCHANAN(#51 of 60) 8/13/14 7,331.95 72,068.53 7,105.53 226.42 3.77 64,963.00
ANBTX-88149711 PEDDICORD/WHITE(#47 OF 60) 12/12/14 7,382.45 480,550.74 5,700.52 1,681.93 4.20 474,850.22
ANBTX-88158043 K&M/HOBART(#38 of 48) 9/2/15 8,745.25 94,301.51 8,430.91 314.34 4.00 85,870.60
ANBTX-88158357 DALLAS WHIRLPOOL(#24 of 60) 11/22/16 varies 2,000,000.00 0.00 6,888.89 4.00 2,000,000.00
JARRARD GRAYS AUTO(#23 OF 120) 12/1/16 3,109.15 254,586.19 2,154.45 954.70 4.50 252,431.74
November 30, 2018 $35,784.32 $10,941.30 3,255,503.43
Wylie Economic Development Corporation
Inventory Subledger
November 30, 2018
Inventory- Land
Date of Pur. Address Acreage Im rovements 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 1.45 n/a 924,486
Jarrard 12/22/16 201 Industrial Ct 0.29 32,893 3,900 300,493 1,224,979
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 10,000 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 12/12/14 100 W. Oak St 0.35 155,984 4,444 486,032
City Lot 12/12/14 108/110 Jackson 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 n/a 409,390 409,390
Squire Gallagher 3/14/18 Squire-lot 2-4 2.67 6,000 573,844 573,844
Total 26.72 $876,959 60,974 $7,899,110 $7,899,110
*A Journal entry was made by auditors to adjust the cost of the Hughes land by$4,638.79. This amount was for taxes owed and not part of land value.
*Prime Kuts total purchase price was$306,664.45. The distribution between 207 Industrial and R.O.W. purchased was developed by Seller for tax purposes.
(**) Costs Basis adjusted for partial sale of property(.28 acres or 22.76% of the property at a cost basis of$170,755.53).
WEDC Leasehold Subledger
Tenant Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18
Helical Concepts 1st 3/26/18 4/24/18 5/21/18 6/25/18 7/26/18 8/24/18 9/26/18 10/29/18 11/26/18
Wheels Unlimited 15th 4/16/18 5/15/18 6/15/18 7/16/18 8/16/18 9/14/18 10/17/18 11/5/18I
Trimark Catastrophe 15th 5/2/18 5/2/18 7/11/18 7/11/18 8/2/18 9/17/18 10/8/18 11/8/18,
Dennis Richmond 1st 4/3/18 5/4/18 6/1/18 7/16/18 8/6/18', 9/10/18 10/16/18 11/5/18 12/6/18
Austin/Said LLC 1st 4/11/18 5/10/18 6/15/18 7/3/18 8/31/18 9/14/18 10/18/18 11/14/18 12/6/18
Austin/Said LLC 1st 4/11/18 5/10/18 6/15/18 7/3/18 8/31/18 9/14/18 10/18/18 11/14/18 12/6/18
Wylie Northeast 1st 4/30/18 6/5/18 7/3/18 8/2/18 9/5/18 10/3/18 11/5/18 12/4/18
(*)Austin/Said LLC-March 2017 payment for 605 Commerce waived due to
environmental remediation,removal of slab section,and roll-off dumpsters
WEDC EXECUTIVE DIRECTOR
J P MorganChase
Expense Report
October 2018
DATE PAYEE AMOUNT PURPOSE INDIVIDUAL/GROUPS PRESENT
10/13/18 Sheraton Ft, Wortg 39.16 TML Conference Meal Satterwhite
10/15/18 Dickeys Barbecue Pit 27.03 Business Mtg, Satterwhite, RP Real Estate
10/16/18 Chick Fil A 16.43 Project Update Satterwhite, Fuller
10/30/18 Spring Creek BBQ 24.19 Business Meeting Satterwhite, Plains Capital
10/31/18 Fish City Grill 57.70 Business Meeting Satterwhite, Griener, Wygant
11/02/18 Cytracom 177.90 Telephone Service n/a
TOTAL 342.41
WEDC Assistant Director
JPMorgan Chase
Expense Report 2018
October 2018
DATE VENDOR PURPOSE AMOUNT
10/16/18 Cowboy Chicken Busines Meeting - Myers 21.24
10/20/18 Renaissance Hotel TEDC Conference-Greiner 470.06
11/2/18 Chick Fil A Business Meeting - Neon Cloud 18.86
11/2/18 Shoemaker& Hardt Business Meeting- Neon Cloud 9.63
Total 519.79
WEDC Senior Assistant
JPMorgan Chase
Expense Report
October 2018
DATE VENDOR PURPOSE AMOUNT
10/8/18 & 10/31/1 Tom Thumb/Chick Fil A WEDC Board Meeting Meals(2) 134.98
10/8/18 Chick-Fil-A Manufacturers Day Lunch 569.70
10/18/18 Browning Trophies WEDC Invitational 580.00
Total 1,284.68
yhe cono ic I eveloi e t orporatio
• - A I
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Directo,V
SUBJECT: The Rocking M, LLC (McClure Partners)
DATE: November 16, 2018
Issue
Consider and act upon issues surrounding a Real Estate Sales Contract between the WEDC and
The Rocking M, LLC (McClure Partners).
Analysis
Attached for the Board's review is a Real Estate Sales Contract between the WEDC and The
Rocking M, LLC which is the legal entity created by the McClure family to own the proposed
office building. The WEDC purchased the±0.26-acre tract on Jackson Street from the McMillan
family in 2017 for $89,500, which included $14,000 for the demolition of the family home which
existed on the lot.
The WEDC originally placed the property under contract to complement its holdings on Jackson
Street. However, the opportunity to attract a new, 3,200 square foot office building which meets
the development standards established under the Downtown Historic District, provided an
immediate opportunity to augment the commercial investment by multiple property owners in
existing homes on Ballard and Jackson. The McClure family intends to operate their multiple real
estate investment and development companies out of the office.
The Contract identifies a 30-day due diligence period and a 7-day close with the Purchaser having
the opportunity to extend the due diligence period for one, 30-day period.
Under Article XI, should Purchaser fail to obtain a building permit from the City of Wylie for the
contemplated office project by April 1, 2019. the WEDC shall have the right to repurchase the
property back from the Purchaser for an amount equal to the purchase price.
Recommendation
Staff recommends that the WEDC Board of Directors approve a Real Estate Sales Contract
between the WEDC and the Rocking M, LLC and further authorize WEDC President Brokaw to
execute all documentation necessary to effectuate the transaction.
Attachments
Real Estate Sales Contract
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered
into by and among WYLIE ECONOMIC DEVELOPMENT CO ' `O' • TION, a Texas non-
profit corporation ("Seller") and THE ROCKING M, L.L.C., a Texas limited liability company
("Purchaser").
ARTICLE I.
1.01. The Property,... Subject to the terms and conditions hereinafter set forth, Seller
agrees to sell and convey to Purchaser good and indefeasible title by Special Warranty Deed which
is more particularly described below (the "Deed"), all of that certain real estate and any
improvements located thereon, being an approximate 0.26±acre tract of land, located in Keller's
Addition, an addition to the City of I'ylie, Collin County, Texas, as described herein on
Exhibit "A" and as further depicted herein on Exhibit "A-1" (the"Land"), together with any and
all benefits, privileges, tenements, hereditaments, rights and appurtenances thereon or pertaining
to the Land, and all right, title and interest of Seller in and to in and to adjacent streets, alleys or
rights-of-way, together with any strips or gores relating to the Land (collectively, the "Property").
ARTICLE II.
PURC ' • SE PRICE
2.01. Amount of Purchase Price. The purchase price shall be the sum of Eighty-Nine
Thousand Five Hundred and No,100 dollars ($89,500.00) ("Purchase Price'), which Purchase
Price shall be adjusted at Closing for any prorations and closing costs, as set forth in this
Agreement. The Purchase Price will be paid by Purchaser to Seller at Closing by cash, check, wire
transfer or other immediate available funds.
ARTICLE III.
ESCROW DEPOSIT
3.01. Upon the full execution of this Agreement, Purchaser shall deliver to Lawyer's
Title, Attn: D. Barron Cook, 250 South Highway 78, Wylie, Texas 75098 (972) 442-3541
(telephone); Email: baron.cook@lticao.com (the "Title Company"), a wire transfer, cashier's
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 1
2359265 3
check or other same day certified funds in the total amount of One Thousand and no/100 dollars
($1,000.00), as an escrow deposit (the "Escrow Deposit") Purchaser and Seller agree that One
Hundred and no/100 dollars ($100 00) of the Escrow Deposit is given as independent
consideration for the Agreement ("Ind mendent Consideration ') which Independent
Consideration shall be applied to the Purchase Price at Closing, and shall be paid to Seller in the
event the Escrow Deposit is otherwise returned to Purchaser pursuant to the terms of this
Agreement. In the event Purchaser fails to timely deliver the Escrow Deposit to the Title
Company, this Agreement shall automatically terminate and be of no further force or effect and
Seller and Purchaser shall be relieved from all liabilities or obligations hereunder.
ARTICLE IV.
CONDITIONS TO CLOSING
4.01. Contingencies. The obligation of the Purchaser to consummate the transaction
contemplated hereby is subject to the satisfaction of each of the conditions herein contained (any
of which may be waived in whole or in part by Purchaser at or prior to the Closing):
(a) Survey. Within ten (10) days after the Effective Date of this Agreement,
Seller shall cause to be delivered to Purchaser the existing survey of the Property
("Survey"), which will be updated and which shall otherwise be in a form acceptable to the
Title Company in order to allow the Title Company to delete at Purchaser's election and
expense, the survey exception (except as to "shortages in area") from the Owner's Title
Policy to be issued by the Title Company. If and to the extent required by the Title
Company, Seller shall execute any and all affidavits required by the Title Company in order
for such Survey to be used for issuance to Purchaser of an Owner Title Policy in the form
required by Purchaser. The Survey shall be staked on the ground, and the plat of survey
shall show the legal description, boundary lines and the location of all improvements,
highways, streets and roads (including the right-of-way and pavement widths of each),
signal lights, median breaks, curb-cuts, railroads, rivers, creeks, or other water courses,
fences, flood plain as defined by the Federal Emergency Management Agency ("FEMA"),
easements (both current and those to be granted), and rights-of-way on or adjacent to the
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 2
2359265_3
Property and shall set forth the number of total gross square feet comprising the Property.
After approval of the Survey by Seller, Purchaser and the Title Company, the legal
description of the Property set forth in the Survey will be incorporated in this Agreement
as the legal description of the Property, and will be used in the deed and any other
documents requiring a legal description of the Property (unless the Plat is finalized and
recorded as provided in this Agreement in which event the legal description contained in
the Plat shall be used for the deed and any other closing documents requiring a legal
description).
(b) Preliminary Title Commitment Within fifteen(15) days after the Effective
Date of this Agreement at Seller's sole cost and expense, Seller shall cause the Title
Company to issue to Purchaser a preliminary title commitment (the "Title Commitment")
in the amount of the anticipated Purchase Price on the current TLTA Owner's Title Policy
form accompanied by true, correct and legible copies of all recorded documents relating to
easements, rights-of-way, and any instruments referred to in any schedule of the Title
Commitment (the "Title Documents") With regard to the Title Commitment, Schedule B
of the Title Commitment must comply with the following requirements: (a) the exception
for restrictive covenants must either list specific restrictions with recording data, or state
"none"; (b) the survey exception must reflect that it will be deleted, except as to shortages
in area, at Purchaser's expense (and Schedule C may condition such deletion upon the
presentation of an acceptable survey); (c) the exception for taxes must reflect only the
current year and subsequent years, and subsequent taxes for prior years due to change in
land use or ownership; (d) no exception will be permitted for "visible and apparent
easements" or words to that effect (although reference may be made to any specific
easement or use shown on the survey); (e) no exception will be permitted for "rights of
parties in possession" or "rights of tenants in possession"; and (f) no mortgage will be
shown on Schedule B (with any other indebtedness to be shown on Schedule C as to be
released at Closing).
(c) Title Review Period. Purchaser shall have twenty (20) days (the ' Review
Period") after Purchaser's receipt of the later of the Survey, the Title Commitment and the
Title Documents to review the same and deliver in writing to Seller such objections as
Purchaser may have to anything contained in them (the "Objection Notice")
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 3
2359265_3
Notwithstanding anything contained in this Agreement to the contrary, in all events and
regardless of whether Purchaser objects to such exceptions, on or before the Closing, Seller
shall do the following: (i) discharge any voluntary lien created by Seller that is secured by
any portion of the Property; (ii) discharge any lien for delinquent ad valorem taxes;
(iii) discharge any mortgage or deed of trust encumbering the Property; and (iv) discharge
or bond around any mechanics' liens created by a contractor or subcontractor performing
work for and at the direction of Seller. In the event Purchaser states that any of the Survey,
Title Commitment, Title Documents or any item therein contained, is not satisfactory,
Purchaser may either: (a)terminate this Agreement and have the Escrow Deposit returned
to Purchaser; or (b) conditionally accept title subject to Seller's obligations contained in
this Agreement and subject to Seller's removal or written agreement to remove at Closing
of any matters contained in such Objection Notice within fifteen (15) days from receipt of
such Objection Notice (the "Title Cure Period"), in which case Seller may elect, at its sole
option, to use commercially reasonable efforts to remove or cure such objectionable
matters, but shall have no duty or obligation to remove or cure any of such objectionable
matters(except as otherwise required in this Agreement or in Seller's written agreement to
remove such matters). If Seller cannot remove or cure such matters before the expiration
of the Title Cure Period that can be removed or cured prior to Closing (but not any items
required to be removed or cured as of Closing), or if Seller elects not to remove or cure any
of Purchaser's objections, then at Purchaser's election within ten (10) days following the
expiration of the Title Cure Period, Purchaser may either waive its uncured objections or
terminate this Agreement and have the Escrow Deposit forthwith returned to Purchaser.
Failure by Purchaser to give affirmative written notice to Seller and Title Company that it
elects to waive the matters set forth in the Objection Notice on or before five (5) days after
the expiration of the Title Cure Period shall not be deemed to be a termination of this
Agreement. Purchaser hereby agrees that the lien for taxes for the year of Closing from
the date of Closing and subsequent days, as prorated, the Restrictions and any items not
objected to timely by Purchaser shall hereinafter be deemed to be permitted exceptions(the
"Permitted Exceptions"), and Purchaser shall not be entitled to object to the status of title,
the Survey or avoid the Closing on account of such Permitted Exceptions.
(d) Proposed Use. Purchaser's obligation to close on the Purchase of the
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 4
2359265_3
Property is further subject to and contingent upon each and all of the following being
confirmed or satisfied by the Purchaser at Purchaser's sole cost and expense (unless
otherwise specified herein):
(i) No material adverse changes to the Property shall have occurred
subsequent to the Effective Date of the Agreement and prior to the Closing Date.
(ii) The Property is properly zoned for the intended improvements and
proposed use.
4.02. Due Diligence Materials. Within ten (10) days from the Effective Date of this
Agreement, Seller shall deliver to Purchaser any and all of the following which Seller has in its
possession that relate to the Property or adjacent tracts of land (herein collectively"Due Diligence
Materials"):
(a) copies of any environmental assessments, remediation reports,
certifications and reports regarding releases and evidence of compliance of such remediation
with all Texas Commission on Environmental Quality ("TCEQ") requirements;
(b) copies of any existing surveys, site topographical map and existing
engineering reports, soils reports or studies, geotechnical reports, and engineering plans;
(c) copies of all reciprocal easement agreements ("REA's") and reports in
Seller's possession;
(d) the utility plans or grading plans(and approvals)that Seller has either acquired
or obtained or created in connection with Seller's acquisition and/or the adjacent properties;
(e) Any other items in Seller's possession relating to the Property and/or the
adjacent properties; and
The delivery of such Due Diligence Materials by Seller to Purchaser does not constitute
any representation on the part of Seller that the information contained therein is true, accurate or
complete. If Seller receives additional Due Diligence Materials, Seller shall immediately deliver
same to Purchaser.
4.03. Feasibility Period Purchaser shall have a period of thirty (30) days following the
effective date of the Agreement (the "Feasibility Period") within which to ascertain if acquisition
of the Property by Purchaser is feasible and to inspect the Property in order to complete all
feasibility studies, including but not limited to, the plat, site plan and other necessary approvals
from the City of Wylie to proceed to closing for its intended use and construction and development
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 5
2359265_3
and to determine if the same is suitable for Purchaser's intended use. The Feasibility Period may
be extended for one(1) additional 30-day period, with an additional Escrow Deposit in the amount
of Five Hundred and No/100 dollars ($500.00) which shall be applicable to the Purchase Price.
In the event Purchaser notifies Seller in writing on or before 5:00 p.m. on the last day of the
Feasibility Period, as may be extended, that Purchaser has ascertained that the acquisition of the
Property is not feasible or that Purchaser disapproves or is dissatisfied in any way with the
Property, such determinations to be made in Purchaser's sole and absolute discretion, then this
Agreement shall terminate and the Escrow Deposit (as defined herein) delivered by Purchaser to
Title Company shall be returned to Purchaser; provided however that the Independent
Consideration shall be paid to Seller by the Title Company. In the event Purchaser fails to so
notify Seller in writing prior to the expiration of the Feasibility Period of Purchaser's election to
terminate this Agreement, this Agreement shall continue in full force. Seller hereby grants to
Purchaser during the Feasibility Period the right to enter upon the Property and conduct such tests
as Purchaser deems necessary. Purchaser shall indemnify, defend, and hold harmless Seller from
all claims, actions or causes of action, other than those resulting from Seller's negligence or
malfeasance, which might occur by virtue of the entry upon or testing of the Property and provided
further that in the event Purchaser does not return the Property to its condition prior to Purchaser's
activities, Purchaser shall be responsible for all damages occasioned to the Property arising out of
the entry upon or testing of the Property, and this indemnity and covenant will survive the Closing
or termination of this Agreement for a period of six (6) months. Notwithstanding the delivery of
the above described studies and test, if any, Purchaser acknowledges that any information of any
type which Purchaser has received or may receive from Seller, or its agents, is furnished to
Purchaser as a courtesy only and on the express condition that Purchaser shall make an independent
verification of the accuracy of such information, all such information is being furnished without
any representation or warranty by Seller as to the truth, accuracy, or completeness of such
information, other than the representations and warranties contained herein. Purchaser shall use
good faith efforts to notify Seller in advance of any meetings or conferences with employees,
officials or representatives of the City of Wylie and shall give Seller an opportunity to participate
in the same.
4.04. Piaui n of the Property Purchaser shall have the right to re-plat the Property prior
to the Closing at Purchaser's sole cost and expense, but such re-platting will not be a condition of
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 6
2359265_3
closing. Purchaser acknowledges that the Property may have to be re-platted prior to development
of the Property.
4.06. Conditions to Purchaser's Obligations to Close Purchaser's obligation to close the
Purchase of the Property are conditioned on the following:
(a) Seller's representations and warranties set forth in this Agreement are true,
complete and correct, in all material respects both as of the date of this Agreement and as
of the Closing; and
(b) Seller has fully performed all of the obligations to be performed by Seller,
in all material respects.
If the items above have not been satisfied, verified or otherwise waived by Purchaser in
writing, on or before the Closing, Purchaser may elect: (i) by five (5) days' prior written notice to
Seller and the Title Company, cancel this Agreement and Purchaser shall thereupon receive the
Escrow Deposit; or (ii) treat such failure as a breach by Seller of its obligations under this
Agreement.
4.07. Conditions to Seller's Obliizations to Close Seller's obligation to close this
transaction is subject to the satisfaction, or waiver by Seller in writing of the following conditions
on and as of Closing:
(a) Purchaser's representations and warranties set forth in this Agreement are
true, complete and correct, in all material respects and
(b) Purchaser has fully performed all of its obligations to be performed by
Purchaser, in all material respects.
If the items above have not been satisfied or otherwise waived by Seller in writing, subject
to Seller's performance of all of its obligations hereunder, on or before the Closing, Seller may, as
its sole remedy, by vie (5) days' prior written notice to Purchaser and the Title Company, cancel
this Agreement and Seller shall thereupon receive the Escrow Deposit.
ARTICLE V
CLOSING
5.01. Closing Date, The Closing of the purchase and sale transaction contemplated
herein shall be at the offices of the Title Company, on or before seven (7) days following the
expiration of the Feasibility Period (the "Closino Date). The base title policy premiums shall be
paid by Seller and allocated in accordance with each of their respective interests, and any
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 7
2359265_3
endorsements or extended coverage shall be paid by Purchaser. Any survey costs and platting
expenses shall be allocated to the Seller and Purchaser equally. The Seller shall pay the costs of
recording any releases, and one-half of the cost of recording the Deed. The Purchaser shall pay
one-half of the cost of recording the Deed, and the cost of and any lender costs on its side of the
transaction. The escrow fees shall be allocated in accordance with each party's respective interests
and both parties agree that each party will pay one-half of such fees. All other costs shall be
allocated among the Parties, as is customary for a transaction of this character in the county where
the Property is located, or as otherwise agreed.
5.02. Seller Deliverables at Closing: At Closing, Seller shall:
(a) Deliver to Purchaser the duly executed and acknowledged Special Warranty
Deed in the form attached hereto as Exhibit "B,""conveying good and indefeasible title in
fee simple to the Property, free and clear of any and all liens, encumbrances, conditions,
easements, assessments, and restrictions, except for the following:
(i) Ad Valorem taxes and assessments for the year of Closing(from and
after the date of Closing) and subsequent years not yet due and payable, which shall
be pro-rated as of the Closing Date;
(ii) Permitted Exceptions (to be reviewed and approved by Purchaser);
and
(iii) Any other exceptions approved by Purchaser pursuant to this
Agreement or in writing;
(c) Deliver to Purchaser at Seller's sole cost and expense, a current TLTA form
Texas Owner's Title Policy issued by the Title Company in Purchaser's favor in the full
amount of the Purchase Price, insuring Purchaser's fee simple title to the Property, subject
only to the Permitted Exceptions, and the standard pre-printed exceptions contained in the
usual form of Texas Owner's Title Policy containing a survey exception deletion at
Purchaser's expense, except as to shortages in area and such other endorsements as
required by Purchaser at Purchaser's expense.
(e) Deliver to Purchaser an affidavit, signed and acknowledged by Seller under
penalties of perjury, certifying that Seller is not a nonresident alien, foreign corporation,
foreign partnership, foreign trust, foreign estate,or other foreign person within the meaning
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 8
2359265_3
of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the
associated Treasury regulations
(f) Deliver to Purchaser evidence of Seller's authority and capacity to close this
transaction.
(g) Deliver to Purchaser possession of the Property.
5.03. Purchaser Deliverables at Closing. At Closing, Purchaser shall.
(a) Deliver to the Title Company the Purchase Price, less pro-rations and
adjustments as provided in this Agreement, by cashier's check, wire transfer or otherwise
in immediately available funds.
(b) Deliver to Seller Evidence of Purchaser's authority and capacity to close this
transaction.
5.04. All state, county, and municipal taxes and assessments, if any, for the then current
year relating to the Property will be assumed by the Purchaser, since Seller is a tax-exempt entity.
5.05. Each party shall pay any attorney's and other professional fees incurred by such
party. All other costs and expenses of Closing the sale and purchase shall be borne and paid as
provided in this Agreement, or if this Agreement is silent, as is usual and customary for real estate
•transactions in Collin County, Texas,
ARTICLE VI
AL ESTATE COMMISSIONS
6.01. It is expressly understood and agreed that the no brokers have been involved in the
negotiation and consummation of this Agreement. Seller and Purchaser hereby agree to indemnify,
defend, and hold harmless each other from any and all claims for any other commission(s),
brokerage fees or finder's fees brought by any person asserting a claim against Purchaser or Seller.
ARTICLE VII
P1 SENTATIONS AND COVENANTS
7.01. Seller's Representations. As a material inducement to the Purchaser to execute and
perform its obligations under this Agreement, the Seller hereby represents and warrants to the
Purchaser as of the date of execution of this Agreement and shall reaffirm through the date of the
Closing as follows:
(a) At Closing, Seller has the right to, and will, convey to Purchaser good and
indefeasible fee simple title to the Property free and clear of any and all liens, assessments,
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 9
2359265_3
unrecorded easements, security interests and other encumbrances except only to the
Permitted Exceptions.
(b) Representations and warranties set forth in this Agreement are true,
complete and correct, in all material respects both as of the date of this Agreement and as
of-the Closing; Seller shall not further encumber any of the Property or allow an
encumbrance upon the title to any of the Property, or execute or modify the terms or
conditions of any leases, Agreements or encumbrances, if any, currently affecting the
Property without the written consent of Purchaser.
(c) To Seller's current actual knowledge, there are no actions, suits, or
proceedings (including, but not limited to, condemnation) pending or threatened against
the Property, at law or in equity or before any federal, state,municipal, or other government
agency or instrumentality, domestic or foreign.
(d) The Property is not in a water district that requires any statutory notice or
disclosure to the Purchaser.
(e) The execution and delivery of this Agreement and the consummation of this
transaction shall not constitute a violation, breach or default by either Seller of any term or
provision of any other instrument of which either Seller is a party or to which either Seller
or the Property may be subject.
(f) The Seller is a municipal development corporation and has all the requisite
power and authority to enter into, deliver and perform this Agreement.
(g) The Seller is not involved in any litigation pertaining to the Property or any
bankruptcy, reorganization or insolvency proceeding.
(h) At the time of Closing,there will be no lease or other use agreement in effect
with regard to any of the Property and there will not be any party in possession of any of
the Property other than Seller.
EXCEPT AS EXP' SSLY PROVIDED HEREIN, IT IS UNDERSTOOD AND AG ED
THAT SELLER IS NOT M• NG ANY WA ' • NTIES OR REPRESENTATIONS OF
ANY KIND OR CHA ' • CTER, EXPRESS OR IMPLIED, WITH ' SPECT TO THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO, WA ' ' • NTIES OR
' P ' SENTATIONS AS TO MATTERS OF TITLE (OTHER THAN WA ' ' •,NITES OR
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 10
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REPRESENTATIONS SET FORTH IN THIS AG' EMENT AND SELLER'S
WA ' ' • NTY OF TITLE SET FORTH IN THE SPECIAL WA' • NTY DEED TO BE
DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR
ENVIRONMENTAL CONDITION, OPE' • TING HISTORY OR PROJECTIONS,
VALUATION, GOVE ' MENTAL APPROVALS, GOVERNMENTAL REGULATIONS
OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE
PROPERTY. EXCEPT AS EXP ' SSLY PROVIDED IN THIS SECTION OR AS SET
FORTH IN THIS AGREEMENT, PURCHASER AGREES THAT WITH RESPECT TO
THE PROPERTY, PURCHASER HAS NOT ' LIED UPON AND WILL NOT ' i LY
UPON, EITHER D I' CTLY OR INDIRECTLY, ANY REPRESENTATION OR
WA •:NTY 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 ' LY 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 WA NTIES AND PRESENTATIONS 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 CU ' • TIVE ACTION TO BE TAKEN WITH ' SPECT TO, ANY HAZARDOUS
AND/OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY.
PURCHASER ACKNOWLEDGES AND AG ' ES THAT UPON CLOSING SELLER
SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT
THE PROPERTY "AS IS, WHE ' IS", WITH ALL FAULTS AND THE ' A ' NO
O' • L OR WRITTEN AGREEMENTS, WA • NTIES OR REPRESENTATIONS,
COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THI' 1
PARTY(OTHER THAN THE WA' ' • NITES OR REP' SENTATIONS SET FORTH IN
THIS AGREEMENT AND SELLER'S WA NTY OF TITLE SET FORTH IN THE
SPECIAL WA,': ' • NTY DEED TO BE DELIVERED AT CLOSING). FURTHER,
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2359265.3
PURCHASER HE ' BY ACKNOWLEDGES TO SELLER THAT PURC SER AND
SELLER ARE NOT IN A SIGNIFICANTLY DISPA ' TE BARGAINING POSITION.
THE TE ' S AND CONDITIONS OF THIS PA ' • G ' • PH SHALL EXP ' SSLY
SURVIVE THE CLOSING AND SHALL NOT BE MERGED THEREIN.
7.02. Purchaser's Representations As a material inducement to the Seller to execute and
perform its obligations under this Agreement, the Purchaser hereby represents and warrants to the
Seller as of the date of execution of this Agreement and shall reaffirm through the date of the
Closing as follows:
(a) Purchaser is a Texas limited liability company. If Purchaser assigns this
Agreement to an allowed third party, such entity shall be duly organized, validly existing
and in good standing under the laws of the State of Texas and have all the requisite power
and authority to enter into, deliver and perform this Agreement;
(b) No consent or approval of any other person or entity is required in order for
this Agreement to be legal, valid and binding upon Purchaser; and the execution and
delivery of this Agreement and the consummation of this transaction shall not constitute a
violation, breach or default by Purchaser of any term or provision of any other instrument
of which Purchaser is a party or to which Purchaser may be subject; and
(c) To Purchaser's current actual knowledge, there are no actions, suits, or
proceedings pending or threatened against the Purchaser, at law or in equity or before any
federal, state, municipal, or other government agency or instrumentality, domestic or
foreign that would affect this transaction, and Purchaser has received no written notice of
same. The Purchaser is not involved in any bankruptcy, reorganization or insolvency
proceeding.
ARTICLE VIII
B ' ACH BY SELLER
8.01. In the event Seller shall fail to fully and timely perform any of its obligations
hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's
default, Purchaser may either (i) cancel this Agreement upon giving ten (10) days prior written
notice to Seller and Title Company and will be entitled to obtain the return of the Escrow Deposit,
or (ii) pursue specific performance, as its sole and exclusive remedies.
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2359265_3
ARTICLE IX
B ACH BY PURC • 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.
ARTICLE X
CONDEMNATION
10.01 If all or any portion (as reasonably determined by Purchaser) of the Property is
condemned (or sold and conveyed in lieu of condemnation) prior to the Closing, Purchaser shall
have the option to either: (a) proceed with the Closing and receive all awards or payments made
by the condemning authority to which Seller was or might otherwise have been entitled to as a
result of such condemnation, or (b) terminate this Agreement and have the Escrow Deposit
refunded, whereupon this Agreement shall be of no further force and effect.
ARTICLE XI
PURCI SE OPTION
11.01 In the event Purchaser fails to obtain a building permit from the City of Wylie and
commence construction on or before April 1, 2019,for an office building containing approximately
3,2000 square feet of space to be constructed on the Property in accordance with the site plan
attached hereto and incorporated herein as Exhibit "C", Seller shall have the right, but not the
obligation, in its sole discretion,to purchase the Property back from Purchaser for an amount equal
to the Purchase Price set forth in Section 2 01 of this Agreement. For purposes of this Contract,
"commence construction" shall mean the issuance of a Notice to Proceed to a third-party contractor
pursuant to a written construction contract for the construction of the required improvements and
actual construction of the improvements on the Property. This Section 11.01 shall survive the
Closing for a period of six (6) months and shall not be merged therein.
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2359265_3
ARTICLE XII
MISCELLANEOUS
12.01 Survival of Covenants. All of the representations, warranties, covenants and
agreements of the parties, as well as any rights and benefits of the parties, shall survive the Closing
for a period of six (6) months (or such longer period of time as may be contemplated by this
Agreement in the specific instance) and shall not be merged therein.
12.02 Notices.. Notices given pursuant to this Agreement will be effective only if in
writing and delivered in person; by courier; overnight, next business day delivery; facsimile;USPS
certified mail, return receipt requested, postage prepaid or e-mail (provided that if e-mail is used
as the method of delivery, it shall be deemed delivered as of the date and time of transmission of
the email with a hard copy of said notice also sent by First Class Mail). All notices will be directed
to the other party at its address provided below or such other address as either party may designate
by notice given in accordance with this Section. Notices will be effective(i) if by personal delivery
or courier delivery, on the date of delivery; (ii) if by overnight courier, one (1) business day after
deposit with all delivery charges prepaid; (iii) if by facsimile, on the date of transmission, provided
that second copy is sent as required above and (iv) if by certified mail, the one (1) business day
after the date of posting at the United States Post Office. Notices for Seller and Purchaser shall be
delivered to the addresses herein below, as follows:
If to Seller: Wylie Economic Development Corporation
250 State Highway 78
Wylie, Texas 75098
Attn: Sam Satterwhite & Jason Greiner
(972) 442-7901 (telephone)
(972) 429-0139 (facsimile)
Email: sam a vv lieedccorn
Email: jason@wy I ieedc.com
Copy to Seller's counsel: Abernathy, Roeder, Boyd & Hullett
1700 Redbud Boulevard, Suite 300
McKinney, Texas 75069
Attn: Randy Hullett & Cynthia Collett
(214) 544-4007 (telephone)
(214) 544-4044 (facsimile)
Email: rhullett@abernathy-law.coni
Email: ccollett i' abernathy-law,com
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 14
2359265_3
If to Purchaser: The Rocking M, L.L.C.
P.O. Box 2935
Wylie, Texas 75098
Attn: Charles McClure
(214) 384-9862 (telephone)
Email:
12.03 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators, legal representatives,
successors and assigns where permitted by this Agreement.
12.04 Legal Construction. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
12.05 Integration. This Agreement constitutes the sole and only agreement of the parties
hereto and supersedes any prior understanding or written or oral agreements between the parties
respecting the within subject matter. This Agreement cannot be modified or changed except by
the written consent of all of the parties.
12.06 Time is of the Essence. Time is of the essence of this Agreement. If the time period
by which any right, obligation or election must be exercised or performed expires on a weekend
or legal holiday in the State of Texas or for the Federal Government of the United States, then such
time period shall automatically be extended through the close of business on the next business day.
12.07 Attorney's Fees. Any party to this Agreement which is the prevailing party in any
legal proceeding against any other party to this Agreement brought under or with relation to this
Agreement or transaction shall be additionally entitled to recover court costs and reasonable
attorneys' fees from the non-prevailing party, as determined by a court of competent jurisdiction.
12.08 Gender& Number. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be held to include
the plural, and vice versa, unless the context requires otherwise.
12.09 Com fiance. In accordance with the requirements of Section 28 of the Texas Real
Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy
of title insurance.
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2359265_3
12.10 Effective Date of this Agreement_ The term "Effective Date of this Agreement" as
used herein shall mean the date on which this Agreement is fully signed by Seller and Purchaser,
and the Escrow Deposit is deposited with the Title Company and the Contract is receipted by the
Title Company.
12.11 Counterparts/Facsimile, This Agreement may be executed by original or facsimile
signatures in multiple counterparts, each of which shall constitute an original and together
constitute one and the same instrument
12.12 Assignment of this Agreement This Agreement may not be assigned by Purchaser
without the prior written consent of Seller, which consent will be within the sole discretion of the
Seller. Nevertheless, it is expressly agreed that this Agreement and the rights and obligations
thereof may be assigned by Purchaser to an entity under common control with Purchaser (or
Purchaser's managers or members) or wholly-owned by Purchaser (or Purchaser's managers or
members), or in connection with a tax free exchange or to an entity which is comprised in part by
Purchaser or a subsidiary or related party to Purchaser, without the prior consent of Seller;
provided, however, that no such assignment shall be effective as to Seller until an executed
counterpart of the instrument of assignment has been delivered to Seller by Purchaser, and
provided that Purchaser shall continue to be liable for all of Purchaser's obligations hereunder.
12.13 Section 1031 Tax-Free Exchange. Seller and Purchaser hereby acknowledge and
agree that Purchaser has the right to effectuate a "tax-free" exchange pursuant to Section 1031 of
the Internal Revenue Code in connection with the transaction contemplated in the Agreement. If
Purchaser notifies Seller not less than five(5)business days prior to the closing date that Purchaser
wishes to effectuate a "tax-free" exchange pursuant to Section 1031 of the Internal Revenue Code,
Seller shall cooperate with Purchaser (including, without limitation, executing applicable
documents), at no cost, expense, or liability to Seller. The provisions of this paragraph shall
survive the Closing.
12.14 Statutory Notices. The following notices are provided herein as follows:
(a) If the Property is situated within a utility district subject to the provisions of
Section 49.452, Texas Water Code, then at or prior to the Closing, Seller agrees to give
Purchaser the written notice required by said Section and Purchaser agrees to sign and
acknowledge the notice to evidence receipt thereof.
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2359265_3
(b) If the Property adjoins a lake, reservoir, or other impoundment of water that
has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating
level, then the following notice applies:
"NOTICE OF WATER LEVEL FLUCTUATIONS. THE WATER LEVEL
OF THE IMPOUNDMENT OF WATER ADJOINING THE PROPERTY
FLUCTUATES FOR VARIOUS ' ASONS, INCLUDING AS A ' SULT
OF (1) AN ENTITY LAWFULLY EXERCISING ITS RIGHT TO USE THE
WATER STORED IN THE IMPOUNDMENT; OR (2) DROUGHT OR
FLOOD CONDITIONS."
12.15 IRS Reporting at Closing. The Title Company agrees to be the designated
"reporting person" under 6045(e) of the US. Internal Revenue Code with respect to the real estate
transaction described in this Agreement and to prepare, file and deliver such information, returns
and statements as the U.S. Treasury Department may require by regulations or forms in connection
therewith, including Form 1099-B.
12.16 Slanage Purchaser and/or Purchaser's broker may place a"Coming Soon" sign on
the Property during the term of this Agreement.
12.17 Execution of this Agreement This Agreement may be executed in counterparts,
each of which shall constitute an original, and all of which shall collectively constitute a single
Agreement. Purchaser shall have seven (7) days within which to fully execute and deliver this
Agreement to Seller, whereupon this Agreement shall constitute a legal and binding agreement.
In the event that Purchaser shall fail to so execute and deliver this Agreement on or before seven
(7) days after the effective date, then the offer made herein shall be deemed to have been revoked
for all purposes and this Agreement shall be null and void.
[SIGNATU S APPEAR ON THE FOLLOWING PAGES]
PSA-Wylie EDC/Sale to The Rocking M,L.L.C. Page 17
2359265_3
EXECUTED to be EFFECTIVE as set forth herein above.
SELLER:
WYLIE ECONOMIC DEVELOPMENT CORPO ' • TION,
a Texas non-profit corporation
By
Name:
Its
Date:
[PURC . SER'S SIGNATURE APPEARS ON THE FOLLOWING PAGE]
Seller's Signature Page
Wylie EDC/The Rocking M,Li C.
2359265
PURCHASER:
THE ROCKING M, L.L.C., a Texas limited liability company
By.
Name:
Its:
Date:
[TITLE COMPANY ', CEIPT & ACKNOWLEDGEMENT APPEARS
ON THE FOLLOWING PAGE]
Purchaser's Signature Page
Wylie EDC/The Rocking M,L.L.C.
2359265
TITLE COMPANY AC OWLEDGEMENT AND CEIPT
The Title Company acknowledges receipt of the executed Agreement and Escrow Deposit
on this day of 2018 at _ (a.m./p.m.). (the "Effective Date").
LAWYERS TITLE COMPANY
By:.
Name:
Its.
Title Company's Signature/Receipt Page
Wylie EDC/The Rocking M,L.L.C.
2359265
EXH :IT "A"
THE PROPERTY
BEING all of Lot 3 and the North 1/2 of Lot 4, Block 2 of Keller's Addition, an addition to the
City of Wylie, Collin County, Texas, as recorded in Volume 29, Page 349 of the Deed Records of
Collin County, Texas, and being further described as follows:
BEG G at a 5/8 inch steel rod set on the West line of Jackson Avenue (70') at the Northeast
corner of Lot 3, and at the Southeast corner of Lot 2;
THENCE South 00 degrees 00 minutes 00 seconds east (Bearing Basis), 89.25 feet along the West
line of said Jackson Avenue to a 5/8 inch steel rod set for corner;
THENCE North 90 degrees 00 minutes 00 seconds West, 125.00 feet to a 5/8 inch steel rod set on
the east line of 20 foot alley (unimproved), and on the West line of said Lot 4;
THENCE North 00 degrees 00 minutes 00 seconds east, 89.25 feet along the east line of said alley
to a 5/8 inch steel rod set at the Northwest corner of said Lot 3, and at the Southwest corner of said
Lot 2;
THENCE North 90 degrees 00 minutes 00 seconds east, 125.00 feet to the POINT OF
BEG G, containing 0.26 acres of land.
Exhibit"A"-Legal Description of Property
Wylie EDC/The Rocking M,L.L.C.
2359265
EXH U IT A-1
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;c.auar;35 201 i a•'W,y G F# 19113502073
a ys.,ey '.eo n b;s, s,«.. ,.d Address;Jackson
N• Oak aired, (70°) s ,;a1 ' Ocean by, ejb
`. B.3.I.Job#6 170t 021 vi
Exhibit"A-1"-Legal Depiction of Property
Wylie EDC/The Rocking M,L.L.C.
2359265
EXHIBIT "B"
FO ' OF SPECIAL WA ' ' • NTY DEED
AFTER RECO ' 1 ING RETU • TO:
[Grantee]
"NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU A " A NATU • L PERSON,
YOU MAY ' MOVE OR STRI ANY OR ALL OF THE FOLLOWING
INFO ' • TION FROM THIS INSTRUMENT THAT T • NSFERS AN INTEREST IN
" AL PROPERTY BEFORE IT IS FILED FOR ' CO ' 1 IN THE PUBLIC ' CO ' 1 S:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVERS' LICENSE NUMBER."
SPECIAL WA ' ' • NTY DEED
STATE OF IBXAS
KNOW ALL MEN BY THESE PRESENTS
COUNTY OF COLLIN
THAT ("Grantor"), for and in consideration of the sum of
TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration paid by
(whether one or more, "Grantee") having an address of
the receipt and sufficiency of which are
hereby acknowledged and confessed, subject to the exceptions hereinafter set forth and described,
has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby
GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of that certain lot, tract or parcel of
land situated in Collin County, Texas, and being more particularly described in Exhibit "A"
attached hereto and incorporated herein by reference for all purposes ("Land"), together with any
and all benefits, privileges, tenements, hereditaments, rights and appurtenances thereon or
pertaining to the Land, and all right, title and interest of Seller in and to in and to adjacent streets,
alleys or rights-of-way, together with any strips or gores relating to the Land (collectively, the
"Property").
This conveyance is made subject and subordinate to the encumbrances and exceptions("Permitted
Exceptions") described in Exhibit "B" attached hereto and incorporated herein by reference for
all purposes, but only to the extent they affect or relate to the Property, and without limitation or
expansion of the scope of the special warranty herein contained.
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions as aforesaid, unto
Grantee, and Grantee's successors and assigns, forever; and Grantor does hereby bind Grantor, and
Grantor's successors and assigns, to W ' ANT and FOREVER DEFEND, all and singular, the
Property, subject to the Permitted Exceptions unto Grantee, and Grantee's successors and assigns,
against every person whomsoever lawfully claiming or to claim the same or any part thereof by,
through or under Grantor, but not otherwise, but with full substitution and subrogation of Grantee
in and to all covenants of warranty by parties other than Grantor heretofore given or made with
respect to the rights, titles, and interests herein conveyed or any part thereof
Exhibit"B"-Special Warranty Deed
Wylie EDC/The Rocking M,L.L.C.
2359265
Grantee, by its acceptance hereof, does hereby assume and agree to pay any and all ad valorem
taxes and special assessments pertaining to the Property for calendar year 201 and subsequent
years, there having been a proper proration of ad valorem taxes for the current calendar year
between Grantor and Grantee.
EXECUTED on the dates of the acknowledgments, but to be EFFECTIVE on the day
of 20,
G ' • NTOR:
STATE OF l'EXAS
§
COUNTY OF COLLIN
This instrument was acknowledged before me on the day of , 20 by
of , on behalf of such
Notary Public, State of Texas
Exhibit"B"-Special Warranty Deed
Wylie EDC/The Rocking M,L.L.C.
2359265
EXHIBIT "C" /SITE PLAN
LN/741777013E17 20 ALLE1°
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091
105 N. JACKSON AVENUE
OWNER:
McCULTRE PARTNERS
E3UIL4 R TaM
R °t O PLOT LAN sc�e °_2O
RT4E91#t7IAL OFSIGNF O
RICRARDSON,TEXAS 77981
1303 COLUMBIA PRIME SUITE 203 LOT S$NORTH I/ OF LOT µ,U..u.
6F3ICE 1972/690-9600 °51k dX3.
KELLER ADDITION
e U'"
rArE DRAruri:-r-le-IT WYLIE, TEXAS
J
Exhibit"C"-Site Plan
Wylie EDC/The Rocking NI,L.LC.
2359265
EXHIBIT "C" /ELEVATIONS
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Exhibit"C"-Site Plan
Wylie EDC/The Rocking M,L.L.C.
2359265
. P
ylie Economic evelop ent orporation
• - A • M
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Director
SUBJECT: Performance Agreement
DATE: November 16, 2018
Issue
Consider and act upon issues surrounding a Performance Agreement between the WEDC and The
Rocking M, LLC (McClure Partners).
Analysis
Attached for the Board's review is a Performance Agreement between the WEDC and The
Rocking M, LLC. As an accompaniment to the previous Purchase and Sale Agreement,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 April 1, 2019 and
a certificate of occupancy issued by April 1, 2020. Company must also provide documentation
supporting construction costs of not less than$300,000, which is a conservative number by design.
Staff has drafted language into this Agreement which allows for a 90-day extension to either the
Permit deadline, the CO deadline, or both. The extension can be requested in writing and obtained
by Company should it be determined by staff, at its sole and absolute discretion, that the Company
is making reasonable efforts to meet the above deadlines but is unable to do so.
Recommendation
Staff recommends that the WEDC Board of Directors approve a Performance Agreement between
the WEDC and the Rocking M, LLC and further authorize the WEDC Executive Director to
execute the Agreement.
Attachments
Performance Agreement
PE ' 0 ' LANCE AGREEMENT
Between
Wylie Economic Development Corporation
And
The Rocking M, 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 The Rocking M,
LLC, a Texas limited liability company ("Company").
RECITALS
WHEREAS, WEDC owns that certain tract of property located within the corporate
limits of the City of Wylie, Texas (the "City"), consisting of 0.26 acres, more or less, located in
Keller's Addition, an addition to the City of Wylie, Collin County, Texas, as more fully
described in the attached Exhibit A (the "Property");
WHEREAS, WEDC has agreed to sell the Property to Company and Company has
agreed to purchase the Property from WEDC pursuant to that certain Purchase and Sale
Agreement of even date herewith (the"Contract"),
WI-IEREAS, the Company plans to construct an office building containing approximately
3,200 square feet of space on the Property in accordance with the site plan attached hereto and
incorporated herein as Exhibit B (the "Facility");
WHEREAS, Company has requested financial and/or economic assistance from the
WEDC to plan and construct certain infrastructure improvements to assist in the development of
the Property, consisting of economic assistance for all hard and soft costs relating to the
construction of public and site improvements on or adjacent to the Property;
WHEREAS, Section 501.103 of the Act states that the WEDC may provide funding for
expenditures that are found by the Board of Directors to be required or suitable for infrastructure
necessary to promote or develop new or expanded business enterprises, limited to streets and
roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site
improvements, and related improvements (the "Qualified Infrastructure"), and
WHEREAS, Company proposes to use the economic incentive for the construction of the
Qualified Infrastructure which will include approved public infrastructure improvements and site
improvements as may be amended from time to time, necessary for the development of the
Property and which will benefit the surrounding properties, as generally described in the attached
Exhibit C; and
WHEREAS, the WEDC has found that the Qualified Infrastructure is necessary to
promote or develop new or expanded business enterprises in the City and the WEDC has
PERFORMANCE AGREEMENT—Page 1
2360175
concluded that the Qualified Infrastructure constitutes a "project", as that term is defined in the
Act, and is willing to provide Company with economic assistance as hereinafter set forth on the
terms and subject to the conditions as stated herein and Company is willing to accept the same
subject to all terms and conditions contained in this Agreement; and
WHEREAS, the WEDC has determined that it is in the best interest of the public and the
City and promotes the purposes authorized by the voters of the City of Wylie for which the
WEDC was established to encourage the development and use of commercial properties within
the City; and
WHEREAS, the WEDC is willing to provide the Company with economic assistance
hereinafter set forth on the terms and subject to the conditions as stated herein and Company is
willing to accept the same subject to all terms and conditions contained in this Agreement.
NOW, THEREFORE, for and in consideration of the above recitals and the terms,
conditions and requirements hereinafter set forth, the parties hereto agree as follows:
1. Economic Assistance. Subject to the terms of this Agreement and provided
Company is not in default, the WEDC will provide Company economic assistance in the form of
a performance reimbursement incentive in the sum of Eighty-Nine Thousand Five Hundred
Dollars ($89,500.00) (the "Reimbursement Incentive") upon completion of the Performance
Criteria set forth below. The total amount of economic assistance and/or incentives to be paid to
the Company, including the Reimbursement Incentive, shall not exceed the cumulative sum of
Eighty-Nine Thousand Five Hundred Dollars ($89,500.00).
2. Performance Obligations The WEDC's obligation to pay Company the
Reimbursement Incentive stipulated above is expressly contingent upon Company completing
the following items (the "Performance Criteria") by the due dates set forth below:
a. Company shall acquire title to the Property pursuant to the terms of the
Contract by no later than March 1, 2019;
b. Company shall obtain a building permit for the Facility from the City (the
"Building Permit") no later than April 1, 2019 (the "Building Permit Deadline");
c. The Facility shall be completed (as evidenced by a permanent Certificate
of Occupancy) no later than April 1, 2020 (the"Certificate of Occupancy Deadline");
d. Company shall supply documentation to the WEDC that the cost of
constructing the Facility, net of any costs related to acquiring the Property, was at least
Three Hundred Thousand Dollars ($300,000.00) no later than the Certificate of
Occupancy Deadline; and
e. Company shall supply documentation to the WEDC that the Qualified
Infrastructure has been completed and that the cost of constructing the Qualified
PERFORMANCE AGREEMENT—Page 2
2360175
Infrastructure was at least Eighty-Nine Thousand Five Hundred Dollars ($89,500 00) no
later than the Certificate of Occupancy Deadline.
Notwithstanding the foregoing, Company may request a ninety (90) day extension of the
Building Permit Deadline and/or the Certificate of Occupancy Deadline by delivering written
notice thereof to the WEDC staff at least thirty (30) days prior to the applicable deadline, along
with documentation demonstrating that Company is making all reasonable efforts to obtain the
Building Permit or the permanent Certificate of Occupancy for the Facility, as applicable. In the
event WEDC staff determines, in its sole and absolute discretion, that Company is making all
such reasonable efforts, then the Building Permit Deadline and/or the Certificate of Occupancy
Deadline, as applicable, shall be extended by ninety (90) days.
3. WEDC Payment of Reimbursement Incentive Subject to the terms and
conditions of this Agreement, the Reimbursement Incentive shall be paid by WEDC to the
Company within ten (10) days of the issuance of the Certificate of Occupancy for the Facility.
4. Default. The WEDC's obligation to pay any portion of the Reimbursement
Incentive to Company will terminate or be reduced if Company defaults by not completing the
Performance Criteria as set forth in Section 2 of this Agreement. In the event Company fails to
obtain the Building Permit by the Building Permit Deadline, as the same may have been
extended, as required in Section 2(b) of this Agreement, no portion of the Reimbursement
Incentive will be paid to Company and WEDC shall have the option, but not the obligation, in
WEDC's sole discretion, to purchase the Property back from Company for the same purchase
price that Company paid to WEDC to acquire the Property from WEDC under the Contract. In
the event Company fails to meet any of the other Performance Criteria in this Section 2, the
Reimbursement Incentive shall not be paid to the Company and this Agreement shall terminate.
5. Termination of Agreement. This Agreement may be terminated by mutual
written consent of the parties or by either party, upon the failure of the other party to fulfill an
obligation as set forth in this Agreement.
6. Economic Assistance Termination. Notwithstanding the terms of this
Agreement, the WEDC's obligation to pay a portion or all of the Reimbursement Incentive to
Company will expire upon the earlier of(i) the full payment of the Reimbursement Incentive, or
(ii) April 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.
PERFORMANCE AGREEMENT—Page 3
2360175
c. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their permitted successors and assigns. This Agreement shall not be
assignable by Company without the prior written consent of the WEDC, which consent
will be at the sole and absolute discretion of the WEDC.
d. Any notice required or permitted to be given under this Agreement shall
be deemed delivered by hand delivery or depositing the same in the United States mail,
certified with return receipt requested, postage prepaid, addressed to the appropriate party
at the following addresses, or at such other address as any party hereto might specify in
writing:
WEDC: Mr. Samuel D. R. Satterwhite
Executive Director
Wylie Economic Development Corporation
250 South Highway 78
Wylie, TX 75098
With copy to: Abernathy, Roeder, Boyd and Hullett, P.C.
1700 Redbud Blvd., Suite 300
McKinney, Texas 75069
Attention: Mr. G. Randal Hullett
COMPANY: The Rocking M, L.L.C.
P.O. Box 2935
Wylie, Texas 75098
Attn: Charles McClure
e. This Agreement contains the entire agreement of the parties regarding the
within subject matter and may only be amended or revoked by the written agreement
executed by all the parties hereto.
f. This Agreement may be executed in a number of identical counterparts,
each of which shall be deemed an original for all purposes.
g. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision thereof, and
this Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
h. Each signatory represents this Agreement has been read by the party for
which this Agreement is executed and that such party has had an opportunity to confer
with its counsel.
i. Time is of the essence in this Agreement.
PERFORMANCE AGREEMENT—Page 4
2360175
j. The parties agree this Agreement has been drafted jointly by the parties
and their legal representatives.
By the execution hereof, each signatory hereto represents and affirms that he is acting on behalf
of the party indicated, that such party has taken all action necessary to authorize the execution
and delivery of the Agreement and that the same is a binding obligation on such party.
WEDC Board approved this day of , 2018, the
Effective Date.
WEDC:
WYLIE, ECONOMIC DEVELOP I NT
CORPORATION, a Texas Corporation
By:
Sam Satterwhite, Executive Director
COMPANY:
The Rocking M, L.L.C, a Texas limited liability
company
By:
Name:
Title:
Exhibits:
Exhibit A - Legal Description of the Property
Exhibit B - Site Plan of the Facility
Exhibit C - The Qualified Infrastructure
PERFORMANCE AGREEMENT—Page 5
2360175
EXH :IT A
Legal Description of the Property
BEING all of Lot 3 and the North 1/2 of Lot 4, Block 2 of Keller's Addition, an addition to the
City of Wylie, Collin County, Texas, as recorded in Volume 29, Page 349 of the Deed Records
of Collin County, Texas, and being further described as follows:
BEG G at a 5/8 inch steel rod set on the West line of Jackson Avenue (70') at the
Northeast corner of Lot 3, and at the Southeast corner of Lot 2;
THENCE South 00 degrees 00 minutes 00 seconds east (Bearing Basis), 89.25 feet along the
West line of said Jackson Avenue to a 5/8 inch steel rod set for corner;
THENCE North 90 degrees 00 minutes 00 seconds West, 125.00 feet to a 5/8 inch steel rod set
on the east line of 20 foot alley(unimproved), and on the West line of said Lot 4;
THENCE North 00 degrees 00 minutes 00 seconds east, 89.25 feet along the east line of said
alley to a 5/8 inch steel rod set at the Northwest corner of said Lot 3, and at the Southwest corner
of said Lot 2;
THENCE North 90 degrees 00 minutes 00 seconds east, 125.00 feet to the POINT OF
BEGINNING, containing 0.26 acres of land.
PERFORMANCE AGREEMENT—Page 6
2360175
EXHIBIT " "-I SITE PLAN
UNIMPROVED 20'ASEEY
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105 N. .1ACKSON AVENUE~
OWNER:
McCLURE PARTNERS
y R .. _ : T _..
BROWN,, a � PLOT PLAN SCALE:1"220
RESIDEATIAADESIONERS mF PLO,.__........."....."... ,,.m........_
i303 COLUMDIA DRIVE SUITE O3 LOT 3 Q NORTH 1/2 or LOT 4
RICHARDSON,TEXAS 76081
OFFICE I972)690 9600 800602 tes ta.
;" KELLER ADDITION ___ __-,." _.. w_ _ ..
M.ag,d , c=4- ' DATE n,,avr -r-1,3 T WYLIE, TEXAS
PERFORMANCE AGREEMENT-Page 7
2360175
EXHIBIT "B" / SITE PLAN - ELEVATIONS
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PERFORMANCE AGREEMENT—Page 8
2360175
EXHIBIT C
The Qualified Infrastructure
[SEE ATTACHED]
PERFORMANCE AGREEMENT Page 9
23601'75•
ylie Econo ic P evelop ent Car I oration
E 0 - A DU
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Director ---
SUBJECT: ANB Loan
DATE: December 7, 2018
Issue
Consider and act upon WEDC Resolution No. 2018-01 (R) approving a Project, a Loan from The
American National Bank of Texas,the expenditure of funds,and enacting other provisions relating
to the subject, further authorizing WEDC President Brokaw and Secretary Yeager to execute all
documents relating to said Loan.
Analysis
The attached Resolution and Loan Documents authorizes the WEDC to borrow an amount not to
exceed$4,500,000 from The American National Bank of Texas. The term of the loan is sixty(60)
months at a 5.25% interest rate with a ten (10) year amortization. The first seven (7) months of
the loan require interest only payments with the balance of the term being principal and interest
payments. The loan is to be secured by a pledge of the Corporation's sales tax receipts as collateral
for the debt.
The Loan proceeds will be utilized to purchase several contiguous properties within the City of
Wylie under separate closings as part of a master-planned redevelopment effort. The WEDC is
currently negotiating multiple contracts as detailed within the following Action Items in addition
to other unnamed properties. Staff has committed to make a public presentation to Council
detailing project specifics within the next 45 days.
The acquisition of properties and redevelopment of the same is authorized under Chapter 501 of
the Texas Local Government Code, as amended.
As part of ANB's cash flow analysis, it is requested that the WEDC utilize its cash reserves to
reduce its indebtedness. In July 2018 following the sale of a Highway 78 pad site to SCSD Finnell,
the WEDC reserved $300,000 in principal reduction payments and a,net increase of$500,000 to
its claim on cash in the event the contemplated redevelopment project took place. At the WEDC
Regular Meeting scheduled for January 17, 2019, staff will be proposing the payoff of the
Peddicord/White loan which will have an approximate balance of$470,000. Also, at the January
meeting staff will present a Budget Amendment which will account for the $4,500,000 loan and
WEDC—ANB Loan
December 7, 2018
Page 2 of 2
offsetting Land expenditures. The amendment will also be taken to Council for approval on
January 22, 2019.
On December 11, 2018 the Wylie City Council will be presented with a Resolution approving the
attached WEDC Resolution authorizing the WEDC to enter into a Loan with The American
National Bank in the amount of$4,500,000. While staff has been communicating project specifics
with Council since July 2018, should the City Council not approve the Resolution,the WEDC will
not be moving forward with multiple acquisitions.
Recommendation
Staff recommends that the WEDC Board of Directors approve Project,a Loan from The American
National Bank of Texas in the amount of$4.5000,000,the expenditure of funds,and enacting other
provisions relating to the subject, further authorizing WEDC President Brokaw and Secretary
Yeager to execute all documents relating to said Loan.
Attachments
Resolution No. 2018-01 (R)
Loan Agreement
Promissory Note
Security Agreement
Certificate of Secretary
General Certificate of the WEDC
RESOLUTION NO.
A RESOLUTION APPROVING A PROJECT, A LOAN FROM THE AMERICAN
NATIONAL BANK OF TEXAS, THE EXPENDITURE OF FUNDS, AND ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT
WHEREAS, the Wylie Economic Development Corporation (the "Corporation") has been
duly created and organized and is validly existing and operating as a duly constituted authority
and instrumentality of the City of Wylie, Texas (the "City"), pursuant to Chapter 501 (the "Act")
of the Texas Local Government Code, as amended (the "Local Government Code"), and is
governed as a Type A Corporation under the Act and Chapter 504 of the Local Government
Code;
WHEREAS,the Corporation desires to borrow an amount not to exceed $4,500,000 from
The American National Bank of Texas (the "Bank") which borrowing is to be secured by a pledge
of the Corporation's sales tax receipts to finance the purchase of multiple parcels via separate
closings, as part of a master-planned redevelopment effort as authorized under Chapter 501 of
the Texas Local Government Code, as amended, located in the City (the "Project"); and
WHEREAS, the Board of Directors has been presented with substantially final forms of a
Loan Agreement, a Security Agreement, and a Promissory Note (the "Loan Documents") in order
to effectuate the Loan and the financing of the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE WYLIE
ECONOMIC DEVELOPMENT CORPORATION THAT:
1. The Board of Directors of the Corporation hereby finds and determines that it is
appropriate to approve the Project as an authorized program, to authorize the loan, and to
authorize the expenditures by the Corporation related thereto.
2. The Board of Directors of the of the Corporation hereby approves the form of the
Loan Documents and all officers of the Corporation are hereby authorized and directed to
execute and attest the same and all other such agreements, assignments, certificates,
contracts, documents, instruments, financing statements, letters of instruction, written
requests, and other papers, whether or not mentioned herein, as may be necessary or
convenient to carry out or assist in carrying out the purposes of this Resolution.
3. It is officially found, determined, and declared that the meeting at which this
Resolution is passed was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by V.T.C.A., Government Code, Chapter 551, as amended.
4. This Resolution shall take effect immediately upon its passage and approval by the
City Council of the City pursuant to Section 501.204 of the Texas Local Government Code, as
amended.
PASSED AND APPROVED this December 10, 2018.
WYLIE ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
President
ATTEST:
By:
Secretary
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made and entered into effective
December 12, 2018, by and between The American National Bank of Texas, (the "Lender"), and
the Wylie Economic Development Corporation, a nonprofit development corporation (the
"Borrower") duly established and created pursuant to the Development Corporation Act,
Chapters 501 and 502 of the Texas Local Government Code, as amended (the "Act"), created by
or on behalf of the City of Wylie, Texas (the "City");
RECITALS:
WHEREAS, the Borrower is a duly authorized economic development corporation
established pursuant to the provisions of the Act;
WHEREAS, the City has established, levied, and collects on behalf of the Borrower a
Sales and Use Tax pursuant to the Act;
WHEREAS, the Borrower has agreed to pay a portion of the costs related to the
purchase and development of various tracts of property, in multiple parcels and separate
closings, as part of a master-planned redevelopment effort as authorized under Chapter 501 of
the Texas Local Government Code, as amended, located in the City (the "Project");
WHEREAS, the Borrower desires to borrow its portion of the costs related to the
Project, and the Lender is willing to loan the Borrower the funds necessary to fund the Project
pursuant to this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained,the parties hereto covenant, agree, and bind themselves as follows;
ARTICLE ONE
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1. Definitions. In addition to the words and terms elsewhere defined in this
Agreement, the following words and terms as used herein shall have the following meanings
unless the context or use clearly indicates another or different meaning or intent.
"Borrower Representative" means any one of the persons at the time designated to act
on behalf of the Borrower by written certificate furnished to the Lender and the City containing
the specimen signatures of such persons and signed on behalf of the Borrower by its President
or Vice President.
"Business Day" means any day other than a Saturday, a Sunday, a legal holiday, or a day
on which banking institutions in the Cities of Wylie or Terrell, Texas, are authorized or
permitted by law or executive order of the President of the United States to close.
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"City Representative" means any one of the persons at the time designated to act on
behalf of the City by written certificate furnished to the Lender and the Borrower containing
the specimen signatures of such persons and signed on behalf of the Mayor of the City or the
then acting Mayor.
"Default Rate" means fifteen percent (15%) per annum.
"Event of Default" shall have the meaning set forth in Section 9.1.
"Holder" means a holder of the Note executed pursuant to this Agreement.
"Lender Representative" means any one of the persons at the time designated to act on
behalf of the Lender by written certificate furnished to the Borrower and the City containing
the specimen signatures of such persons and signed on behalf of the Lender by the President of
the Lender.
"Loan" means the loan from the Lender to the Borrower made under this Agreement.
"Loan Documents" means, collectively, this Agreement, the Note, and the Security
Agreement, and other documents executed in connection with the Loan made pursuant to this
Agreement.
"Note" means the Promissory Note of even date herewith delivered pursuant to this
Agreement.
"Person" means an individual, a corporation, a partnership, an association, a trust, or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
"Sales and Use Tax" means that certain sales and use tax levied by the City for the
benefit of the Borrower under the Act.
"Security Agreement" means the Security Agreement of even date herewith from the
Borrower in favor of the Lender and any related financing statements.
"State" means the State of Texas.
"Underlying Loan Documents" means any and all loan agreements and notes and any
related security documents entered into from time to time by the Borrower in connection with
the use of the proceeds loaned hereunder.
Section 1.2. Rules of Construction. Unless the context clearly indicates to the contrary
the following rules shall apply to the construction of this Agreement:
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Words importing the singular number shall include the plural number and vice versa.
The table of contents, captions, and headings herein are solely for convenience of
reference only and shall not constitute a part of this Agreement nor shall they affect its
meaning, construction, or effect.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders, and words of the neuter state shall be deemed and
construed to include correlative words of the masculine and feminine genders.
All references in this Agreement to particular Articles or Sections are references to
Articles and Sections of this Agreement, unless otherwise indicated.
ARTICLE TWO
AMOUNT OF LOAN
Section 2.1. Amount of Loan. Subject to the terms, covenants, and conditions set forth
in this Agreement and the Loan Documents, the Lender agrees to lend and the Borrower agrees
to borrow, in multiple advances, the amount of not to exceed Four Million Five Hundred
Thousand and No/100 Dollars ($4,500,000.00) (the "Loan") for a term of sixty (60) months
pursuant to the Loan Documents.
ARTICLE THREE
SECURITY; ASSIGNMENT
Section 3.1. Security; Assignment; Limited Obligations. In order to secure the due and
punctual observance and performance of the payment and all other obligations of the
Borrower to the Lender hereunder, the Borrower hereby pledges and assigns to the Lender a
lien on and security interest in the Sales and Use Tax to the extent necessary to pay the
amounts due and owing under the Note. The Borrower also hereby agrees to execute the
Security Agreement and hereby pledges and assigns to the Lender a first lien on and security
interest in the collateral described in the Security Agreement. The lien and security interest
pledged and assigned pursuant to this Section 3.1 shall be in effect so long as there are any
amounts due and owing under the Note. The obligations of the Borrower are special limited
obligations hereunder and neither the Note, the Security Agreement, nor any instrument
related to this Agreement may give a holder a right to demand payment from tax proceeds in
excess of those collected from the Sales and Use Tax and pledged hereunder.
ARTICLE FOUR
REPRESENTATIONS
Section 4.1. Representations by the Lender. The Lender represents and warrants as
follows:
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(a) The Lender has the legal power and authority to enter into and to perform the
agreements and covenants on its part contained in this Agreement, and has duly authorized the
execution, delivery and performance of this Agreement and has duly approved this Agreement.
(b) The execution and delivery of this Agreement to which it is a party, consummation of
the transactions contemplated hereby to which it is a party, and the fulfillment of or
compliance with the terms and conditions hereof will not conflict with or constitute a breach of
or a default under any agreement or instrument to which the Lender is a party or any existing
law, administrative regulation, court order, or consent decree to which the Lender is subject or
by which it or any of its property is bound.
(c) There is no action, suit, proceeding, inquiry, or investigation, at law or in equity,
before or by any court, public board, or body, pending or threatened against or affecting the
Lender or any of its officers, nor to the best knowledge of the Lender is there any basis
therefor, wherein an unfavorable decision, ruling, or finding would materially adversely affect
the transactions contemplated by this Agreement or that would adversely affect, in any way,
the validity or enforceability of this Agreement or any other agreement or instrument to which
the Lender is a party and that is to be used or contemplated for use in the consummation of the
transactions contemplated hereby.
(d) No further authorizations, consents, or approvals of governmental bodies or
agencies are required in connection with the execution and delivery by the Lender of this
Agreement or in connection with the carrying out by the Lender of its obligations under this
Agreement.
(e) This Agreement is a legally valid and binding obligation of the Lender enforceable
against the Lender in accordance with its terms.
(f) The Lender has duly approved the lending of funds to the Borrower; no other
authorization or approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required as a condition to the performance by the Lender of its
obligations under this Agreement.
Section 4.2. Representations by the Borrower. The Borrower represents, warrants, and
covenants as follows:
(a) The Borrower is a nonprofit corporation within the meaning of the Act and has all of
the rights, powers, privileges, authority, and functions given by the general laws of the State to
nonprofit corporations incorporated under Chapter 22 of the Texas Business Organizations
Code, as amended, and Chapter 501 of the Texas Local Government Code (collectively, the
"Act"), and is authorized by the Act to execute and to enter into the Loan Documents and to
undertake the transactions contemplated herein and to carry out its obligations hereunder.
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(b) The Borrower shall not have the power to own or operate the Project as a business
other than as lessor, seller, or lender or pursuant to the requirements of any trust agreement
securing a credit transaction.
(c) The Borrower has all requisite power, authority, and legal right to execute and
deliver the Loan Documents and all other instruments and documents to be executed and
delivered by the Borrower pursuant thereto, to perform and observe the provisions thereof and
to carry out the transactions contemplated by the Loan Documents. All corporate action on the
part of the Borrower which is required for the execution, delivery, performance, and
observance by the Borrower of the Loan Documents has been duly authorized and effectively
taken, and such execution, delivery, performance and observation by the Borrower do not
contravene applicable law or any contractual restriction binding on or affecting the Borrower.
(d) The Borrower has duly approved the borrowing of funds from the Lender and has
received the approval of the City therefor; no other authorization or approval or other action
by, and no notice to or filing with, any governmental authority or regulatory body is required as
a condition to the performance by the Borrower of its obligations under any of the Loan
Documents.
(e) The Loan Documents and the Note are legally valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their respective terms.
(f) There is no default of the Borrower in the payment of the principal of or interest on
any of its indebtedness for borrowed money or under any instrument or instruments or
agreements under and subject to which any indebtedness for borrowed money has been
incurred which does or could affect the validity and enforceability of the Loan Documents or
the ability of the Borrower to perform its obligations thereunder, and no event has occurred
and is continuing under the provisions of any such instrument or agreement which constitutes
or, with the lapse of time or the giving of notice, or both, would constitute such a default.
(g) There is no pending or, to the knowledge of the undersigned officers of the
Borrower, threatened action or proceeding before any court, governmental agency, or
arbitrator (i) to restrain or enjoin the issuance or delivery of the Note or the collection of any of
the Sales and Use Tax revenues pledged to pay for the Note, (ii) in any way contesting or
affecting the authority for the issuance of the Note or the validity of the Loan Documents, or
(iii) in any way contesting the existence or powers of the Borrower.
(h) In connection with the authorization, issuance, and delivery of the Note, the
Borrower has complied with all provisions of the laws of the State, including the Act.
(i) The Borrower has not assigned or pledged and will not assign or pledge its interest in
this Agreement for any purpose other than to secure the Note.
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(j) The Borrower is not in default under any of the provisions of the laws of the State,
where any such default would affect the issuance, validity, or enforceability of the Note or the
Security Agreement transactions contemplated by this Agreement.
(k) Upon receipt of the proceeds of the Sales and Use Tax, the Borrower will deliver such
proceeds as necessary to timely pay the Loan directly, to the extent such proceeds are pledged
to secure the Loan, as directed by the Lender.
(I) The Borrower may encumber future revenue or sales and use tax proceeds without
first obtaining the express written consent of the Lender, so long as the Borrower either has
and maintains 1:00 times coverage of the annual debt service on the Note, or maintains funds
with the Lender equal to one (1) year's annual debt service.
(m) The execution and delivery of the documents contemplated hereunder do not
violate any provision of any instrument or agreement to which the Borrower is a party or by
which it is bound.
ARTICLE FIVE
LOAN DOCUMENTS
Section 5.1. Documents. The Borrower agrees that it will deliver or will execute and
deliver to the Lender the following documents prior to funding of the Loan:
(a)This Loan Agreement.
(b) The Note.
(c) The Security Agreement.
(d) UCC-1 Financing Statement.
(e) Notice of Final Agreement.
(f) Certificate of Borrower Resolution.
(g) Certified copy of Resolution of the City approving the Borrower's Resolution.
(h) Opinion of the counsel for the Borrower in a form acceptable to the Lender.
(i) Closing Certificate.
(j) Attorney Repi.esentation and Fee Letter.
ARTICLE SIX
RESERVES AND DEPOSITS
Section 6.1. Payment of Fees. At the time of closing, the Borrower will pay all fees in
connection with the preparation of the Loan Documents.
Section 6.2. Deposit of Funds. Proceeds of the Note shall be wire transferred pursuant
to written instructions periodically received from the Borrower. Any Note proceeds remaining
after the payment of the Borrower's share of the Project costs may be used by the Borrower for
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any legally authorized expenditure, or to repay a portion of the Note, at the Borrower's
election.
Section 6.3. Application of the Borrower's Deposits in Case of Default. In case of any
default under this Agreement, the Lender may use and apply any moneys deposited by the
Borrower with the Lender, regardless of the purpose for which deposited, to cure that default
or to apply on account of any Indebtedness under this Agreement due and owing to the Lender.
ARTICLE SEVEN
LOAN PROVISIONS
Section 7.1. Loan of Proceeds. The Lender agrees, upon the terms and conditions
contained in this Agreement, to lend not to exceed Four Million Five Hundred Thousand and
No/100 Dollars ($4,500,000.00) to the Borrower. The Borrower's obligation to repay the Loan
shall be evidenced by the Note.
Section 7.2. Amounts Payable. The Borrower hereby agrees to pay the Note and repay
the Loan by making the following payments as specified in the Note.
(a) Unless otherwise directed by the Lender in writing, the Borrower shall pay or cause
to be paid to the Lender in immediately available funds for the account of the Lender on or
before any date that any payment of interest, principal and any other amount that is required
to be made in respect of the Note, until the principal, interest and any other amount on the
Note shall have been fully paid or provision for the payment thereof shall have been made. In
the event the Borrower shall fail to make any of the payments required in this Section 7.2, the
item or installment so in default shall bear interest at the Default Rate and continue as an
obligation of the Borrower until the amount in default shall have been fully paid.
(b) From and after the declaration of an Event of Default hereunder, the Borrower shall
pay from sources pledged as security hereunder and may pay from other funds legally available
for the reasonable fees and expenses of the Lender and its counsel, and all other amounts
which may be payable to the Lender and its counsel under this Agreement, such fees and
expenses to be paid when due and payable by the Borrower directly to the Lender and its
counsel for their own respective accounts.
Section 7.3. Unconditional Obligations. The obligation of the Borrower to make the
payments required by Section 7.2 shall be absolute and unconditional. The Borrower shall pay
all such amounts without abatement, diminution, or deduction (whether for taxes or
otherwise) regardless of any cause or circumstance whatsoever including, without limitation,
any defense, set-off, recoupment, or counterclaim that the Borrower may have or assert
against the Lender, or any other person. The obligations of the Borrower hereunder are special
limited obligations thereof and neither the Note nor any instrument related to this Agreement
gives a holder a right to demand payment from tax proceeds in excess of those collected from
the Sales and Use Tax and pledged hereunder.
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Section 7.4. Prepayments. The Borrower may prepay all or any part of the amounts
required to be paid by it under Section 7.2 without penalty, provided the Lender is given fifteen
(15) days prior notice of any prepayment.
Section 7.5. Financial Reporting. The Borrower shall deliver to the Lender audited
financial statements, as they are received by the Borrower in accordance with the City's annual
audit, within 150 days following the end of each fiscal year of the Borrower. No later than sixty
(60) days after the end of each fiscal quarter of the Borrower, the Borrower shall deliver to the
Lender, the Borrower's quarterly sales tax report indicating the amount of sales tax revenue
received by the Borrower for the previous quarter.
Section 7.6 Coverage Covenant. The Borrower will maintain a cash flow coverage rate of
1.0x calculated as follows:
Net Income
+ Debt Service Expensed
+ Capital Outlay
- Bank Note Proceeds
Total Cash Flow
/CMLTD plus interest
ARTICLE EIGHT
CONDITIONS PRECEDENT TO ADVANCES
Section 8.1. Advances. The Lender may advance funds to the Borrower for the costs of
the Project from time to time under the terms of this Agreement and in the Lender's sole and
absolute discretion. Should the Lender make an Advance to the Borrower, the Borrower will
comply with the provisions of Paragraph 8.2 below.
Section 8.2. Conditions for Advances. Should the Lender agree to make an Advance to
the Borrower for the costs of any phase of the Project, it will not be obligated to make such
Advance unless:
(a) The Lender shall have received, at least three (3) Business Days prior to such
Advance, a written application therefore in the form of Exhibit "A," and each statement or
certification made therein shall be true and correct in all respects on the date the requested
Advance is to be made;
(b) At the time of such Advance (1) the representations and warranties made in all of
the Loan Documents must be true and correct in all material respects, and (2) neither any
material change in the financial condition or prospects of the Borrower nor any Default or
Potential Default shall have occurred and shall be continuing;
8
(c) The making of such Advance shall not be prohibited by Law and shall not subject the
Lender to any onerous condition; and
(d) As of the date of any requested Advance to pay for the construction of the Project,
the Borrower will deliver to the Lender the following: (1) the appropriate phase of the Project
for which the advance is being requested, which has been approved by the applicable
governmental authorities; and (2) a budget delineation of cost allocation for the relevant phase
of the Project.
ARTICLE NINE
EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default Defined. The term "Event of Default" shall mean any one
or more of the following events:
(a) Failure by the Borrower to make any payments required to be paid pursuant to this
Agreement, the Note, or the Security Agreement for a period of ten (10) days after written
notice specifying such failure is given to the Borrower and the City by the Lender;
(b) Any representation by or on behalf of the Borrower contained in this Agreement, the
Security Agreement, or in any instrument furnished in compliance with or in reference to this
Agreement proves false or misleading in any material respect as of the date of the making or
furnishing thereof;
(c) Failure by the Borrower to observe or perform any of its other covenants, conditions,
payments, or agreements under this Agreement for a period of thirty (30) days after written
notice, specifying such failure and requesting that it be remedied, is given to the Borrower by
the Lender;
(d) The Borrower's (i) application for or consent to the appointment of or the taking of
possession by a receiver, custodian, assignee, sequestrator,trustee, liquidator, or similar official
of the Borrower of all or a substantial part of its property, (ii) admission in writing of its
inability, or be generally unable, to pay its debts as such debts become due, (iii) making a
general assignment for the benefit of its creditors, (iv) commencement of a voluntary case
under the Federal Bankruptcy Code (as now or hereafter in effect), (v) filing of a petition
seeking to take advantage of any other federal or state law relating to bankruptcy, insolvency,
reorganization arrangement, winding-up or composition or adjustment of debts, (vi) failure to
controvert in a timely or appropriate manner, or acquiesce in writing to any petition filed
against the Borrower in an involuntary case under said Federal Bankruptcy Code, or (vii) taking
any corporate action for the purpose of effecting any of the foregoing;
(e) Commencement of a proceeding or case without the application or consent of the
Borrower, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization,
arrangement, dissolution, winding-up, or composition or adjustment of debts of the Borrower,
9
(ii) the appointment of a trustee, receiver, custodian, assignee, sequestrator, liquidator, or
similar official of the Borrower or of all or any substantial part of its assets, or (iii) similar relief
in respect of the Borrower under any law relating to bankruptcy, insolvency, reorganization,
arrangement, winding-up, or composition or adjustment of debts and such proceeding or case
shall continue until an order, judgment, or decree approving or ordering any of the foregoing
shall be entered and continue stayed and in effect, for a period of 90 days from the
commencement of such proceeding or case or the date of such order, judgment or decree, or
an order for relief against the Borrower shall be entered in an involuntary case under said
Federal Bankruptcy Code;
Section 9.2. Remedies on Default. Upon the occurrence of an Event of Default under this
Agreement, the Lender, its successors and assigns, may take any one or more of the following
remedial steps following any applicable written notice and opportunity to cure:
(a) By written notice declare all payments hereunder immediately due and payable,
whereupon the same shall become immediately due and payable without presentment,
demand, protest or any other notice whatsoever, including any notice of intention to accelerate
or any notice of acceleration, all of which are hereby expressly waived by the Borrower.
(b) Take whatever other action at law or in equity may appear necessary or desirable to
collect the amounts payable pursuant hereto then due and thereafter to become due or to
enforce the performance and observance of any obligation, agreement, or covenant of the
Borrower under this Agreement. In the enforcement of the remedies provided in this Section
9.2, the Lender may treat all reasonable expenses of enforcement, including, without limitation,
legal, accounting and advertising fees and expenses, as additional amounts payable by the
Borrower then due and owing.
Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Lender is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon an Event of Default under this
Agreement shall impair any such right or power or shall be construed to be a waiver thereof,
but any such right and power may be exercised from time to time and as often as may be
deemed expedient.
Section 9.4. Agreement to Pay Attorneys' Fees and Expenses. Upon the occurrence of an
Event of Default under this Agreement, in the absence of the fault of the Lender, if the Lender
employs attorneys or incurs other expenses for the collection of amounts payable hereunder or
for the enforcement of the performance or observance of any covenants or agreements on the
part of the Borrower herein contained, whether or not suit is commenced, the Borrower agrees
that it will on demand therefor pay to the Lender or any combination thereof, as the case may
be, the reasonable fees of such attorneys and such other reasonable expenses so incurred by
the Lender.
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Section 9.5. The Lender and the Borrower to Give Notice of Default. The Lender and the
Borrower severally covenant that they will promptly give to each other, written notice of any
Event of Default under this Agreement of which they shall have actual knowledge, but the
Lender, and the Borrower shall not be liable for failing to give such notice.
Section 9.6. Conditions Precedent to Loan. The following events shall be conditions
precedent to the closing of the Loan hereunder (i) that an opinion of counsel to the Borrower
be delivered in form and substance acceptable to the Lender; (ii)that evidence of voter and City
Council approval of the Sales and Use Tax under the Act be given which is acceptable to the
Lender; and (iii) all the Loan Documents listed in Section 5.1 of this Agreement are executed
and delivered to the Lender.
ARTICLE TEN
MISCELLANEOUS
Section 10.1 Loan Administration. The Lender will administer the Loan. The Lender, from
and after the declaration of an event of Default, may pursue appropriate remedies available to
it with due diligence. The Lender shall incur no liability for any action which the Lender shall
take or omit to take in connection with the Loan unless such act or omission shall involve willful
misconduct on the part of the Lender. Without limiting the generality of the foregoing:
a. Consultation with Counsel. The Lender may consult with legal counsel (including
general counsel for the Lender), independent certified public accountants, and other experts
selected by the Lender. The Lender shall not be liable for any action taken or omitted to be
taken upon the advice of such counsel, accountants, or experts.
b. Performance by Other Parties. The Lender shall not be responsible for the
performance or observance of any of the terms, covenants, or conditions of the Loan
documents or the Underlying Loan Documents, if any, by any party thereto other than the
Lender.
c. Action in Reliance of Documents. The Lender shall incur no liability for having acted or
omitted to act upon any notice, consent, certificate, or other instrument or writing (including
any telegram, cable or telex) pertaining to any of the collateral or to any of the Loan Documents
(including, but not limited to any guaranty) which is believed by the Lender to be genuine and
to have been signed or sent by the proper party.
Section 10.2. No Implied Waiver. In the event any provision of this Agreement should be
breached by either party and thereafter waived by the other party, such waiver shall be limited
to the particular breach so waived and shall not be deemed to waive any other breach
thereunder or hereunder.
Section 10.3 The Lender Representative. Whenever under the provisions of this
Agreement the approval of the Lender is required or the Lender is required to take some action
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at the request of the Borrower, such approval shall be made or such action shall be taken by
the Lender Representative and the Borrower and the City shall be authorized to rely on any
such approval or action.
Section 10.4. The Borrower Representative. Whenever under the provisions of this
Agreement the approval of the Borrower is required or the Borrower is required to take some
action at the request of the Lender, such approval shall be made or such action shall be taken
by the Borrower Representative and the Lender shall be authorized to rely on any such
approval or action.
Section 10.5 Notices. Except as otherwise provided herein, it shall be sufficient service
or giving of any notice, request, complaint, demand, or other paper if the same shall be duly
mailed by registered or certified mail, postage prepaid, addressed as set forth below to the
Lender, the Borrower, or to any other person set forth therein. The Lender and the Borrower,by
notice given hereunder may designate any different addresses to which subsequent notices,
certificates, or other communications shall be sent.
To the Lender: Anita Collins, Market President
The American National Bank of Texas, Wylie Branch
301 S. Hwy 78
Wylie, Texas 75098
To the Borrower: Wylie Economic Development Corporation
250 South Hwy 78
Wylie, Texas 75098-6043
Section 10.7. If Performance Date Not a Business Day. If the due date for any payment
hereunder or if the last date for performance of any act or the exercising of any right, as
provided in this Agreement, shall not be a Business Day, then such payment may be made or
act performed or right exercised on the next succeeding Business Day.
Section 10.8. Binding Effect. This Agreement shall inure to the benefit of and shall be
binding upon the Lender and the Borrower and their respective successors and assigns. No
assignment of this Agreement by the Borrower shall relieve the Borrower of its obligations
hereunder.
Section 10.9. Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
Section 10.10 Enforcement of Agreements or Mortgages. This Agreement shall be for
the benefit of the Lender. In the event of a default in the payment of the principal of or the
interest on the Note or in the performance of any agreement contained herein or in any related
instrument, such payment and performance may be enforced by mandamus, the appointment
12
,
of a receiver, injunctive relief, garnishment, or any other relief in |axv or equity to which the
Lender may be entitled.
Section 10.11. Amendments Changes and Modifications. Subsequent hmthe delivery of
the Note and prior to payment of the Note, this Agreement may not be effectively amended,
changed, modified, altered, or terminated except in writing signed by all parties to this
Agreement.
Section 10.13. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 10.18. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
[This portion left intentionally blank]
,
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IN WITNESS WHEREOF, the Lender and the Borrower have caused this Agreement to be
executed in their respective legal names and their respective corporate seals are to be
hereunto affixed, and the signatures of duly authorized persons to be attested, all as of the
date first above written.
THE AMERICAN NATIONAL BANK
OF TEXAS
By:
Name: Anita Collins
Title: Banking Center President
WYLIE ECONOMIC DEVELOPMENT CORPORATION,
a Texas non-profit corporation
By:
Name: Bryan Brokaw
Title: President
ATTEST
By:
Name:John Yeager
Title: Secretary
14
EXHIBIT"A"
APPLICATION FOR ADVANCE NO._
TO: The American National Bank of Texas
DATE:
FROM: Wylie Economic Development Corporation
AMOUNT OF REQUESTED ADVANCE: $
This application is being delivered pursuant to the $4,500,000 Loan Agreement (the
"Loan Agreement") dated as of December 12, 2018, between the Borrower and the Lender, all
of the defined terms of which shall have the same meaning when used herein.
Please be advised that, during normal business hours on, (which must be
at least the third Business Day after your receipt hereof), the Borrower shall borrow from the
Lender the principal sum of $ (the "Requested Advance"), which, when borrowed, will cause
the Principal Debt to be $ . Please deposit the Requested Advance in the Cash
Collateral Account.
The sum of the Requested Advance plus the Principal Debt prior to the Requested
Advance is equal to or less than $
On, and as of, the date hereof, and at the time of the Requested Advance, the
representations and warranties made in all of the Loan Documents are and will be true and
correct in all material respects and no material adverse change in the financial condition,
operations, or prospects of the Borrower has or will have occurred. No Default or potential
default has occurred and is continuing as of the date hereof.
The Borrower has previously delivered, is delivering herewith, or shall deliver prior to
the date of the Requested Advance, such certificates, affidavits, and other documents or
information requested by the Lender under the Loan Agreement to evidence the Borrower's
compliance therewith, and acknowledges and understands that any obligations or
commitments of the Lender to make the Requested Advance is conditioned upon the Lender's
timely receipt and review of such documents and information.
Wylie Economic Development Corporation,
a Texas non-profit corporation
By:
Printed Name:
Title:
15
PROMISSORY NOTE
$4,500,000 December 12 2018
Terrell,Texas
FOR VALUE RECEIVED, the undersigned, The Wylie Economic Development Corporation,
a Texas non-profit corporation (the "Maker"), promises to pay to the order of The American
National Bank of Texas (the "Bank") the sum of $4,500,000, together with interest on the
principal balance from time to time remaining unpaid prior to maturity as set forth below (this
"Note"). All sums are payable at 102 W. Moore Avenue, P.O. Box 40, Terrell, Kaufman County,
Texas 75160, or such other place as the holder of this Note may designate in writing.
1. Interest Rate
Interest will be calculated on an initial 365/360 days accrual and will be computed from
the date of this Note until the Maturity Date. As long as no Event of Default exists, the interest
rate is fixed at 5.25%.
All past-due installments of principal shall bear interest at fifteen percent (15%) per
annum. During the existence of any Event of Default under this Note or any instrument
securing or evidencing the loan evidenced by this Note, the entire unpaid balance of principal
shall bear interest at fifteen percent (15%) per annum.
2. Payment of Interest
For the first six (6) months of this Note interest only payments will be due monthly
beginning on January 12, 2019, and continuing on the 12th day of each month thereafter
through June 12, 2019.
3. Payment of Interest and Principal
Principal and interest are due and payable in fifty three (53) equal monthly installments
of Forty Eight Thousand Four Hundred Forty Seven and 70/100 Dollars ($48,447.70), beginning
on July 12, 2019, and continuing on the 12th day of each month thereafter until the Maturity
Date when the final payment of all remaining principal and accrued but unpaid interest will be
due and payable. Payments will be applied first to accrued interest and the remainder to
reduction of the Principal Amount.
4. Maturity Date
This Note Matures on December 12, 2023, when all unpaid principal and interest shall
become due and payable, unless the Bank has exercised its right to accelerate the maturity of
this Note in the event of an uncured Event of Default by the Maker.
1
5. Security for this Note
This Note is secured by a Security Agreement of even date herewith between the Maker
and the Bank creating a lien upon sales and use tax revenues of the Maker.
6. Default
At the option of the holder of this Note the entire principal balance and accrued interest
owing shall at once become due and payable on the occurrence at any time of any of the
following Events of Default and the continuation of the same for ten (10) days with respect to a
payment of principal or interest hereunder, and for thirty (30) days with respect to any default
after receipt of the Maker of written notice of any of the following Events of Default:
(a) Default in the performance of any installment of principal or interest due
under this Note, the Loan Agreement, the Security Agreement, or any other agreement
evidencing or securing the loan evidenced by this Note.
b) The liquidation,termination, or dissolution of the Maker.
c) Any party liable for the payment of this Note, whether as Maker, endorser,
guarantor, surety, or otherwise suffers, makes, does, or allows to be suffered, made, or done
on its behalf any of the following:
Bankruptcy or insolvency;
Any assignment for the benefit of creditor of any property
belonging to the individual or entity in question; or
The appointment of a receiver for any property of the individual
in question.
7. Waiver
To the extent allowed by applicable law, and except as provided herein and in the Loan
Agreement, the Maker, sureties, and endorsers of this Note severally waive demand,
presentment, notice of dishonor, diligence in collecting, grace, and notice of protest, notice of
intent to accelerate, and notice of acceleration and agree to all renewals, extensions, and
partial payments before or after maturity without prejudice to the holder.
8. Attorney's Fees
If this Note is not paid at maturity and is placed in the hands of an attorney for
collection, or if it is collected through a bankruptcy or any other court, whether before or after
maturity, then the holder shall be entitled to all costs of collection, including, but not limited to,
reasonable attorney's fees.
2
9. Prepayment
This Note may be prepaid in part or in whole at any time without premium or penalty
provided that the Maker gives three (3) Business Days prior notice to the Bank of such
prepayment.
10. Receipt of Interest Clause
All agreements between the Maker of this Note and the holder are expressly limited so
that in no event shall the amount paid, or agreed to be paid, to the holder of this Note for the
use, forbearance, or detention of the money to be loaned under this Note exceed the
maximum amount permissible under applicable law. If, from any circumstances, fulfillment of
any provision of this Note at the time performance of such provision is due shall involve
transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity. Determination of the rate of interest for
the purpose of determining whether it is within the maximum amount permissible under
applicable law shall be made by amortizing, prorating, allocating, and spreading, in equal parts
during the period of the full stated term of the loan, all interest at any time contracted for,
charged, or received from the Maker in connection with this Note. If from any circumstances
the holder of this Note should ever receive as interest an amount that would exceed the
highest lawful rate, any amount that would be excessive interest shall be applied to the
reduction of the principal amount owing under this Note and not to the payment of interest, or
shall be refunded to the Maker of this Note.
11. Gender
Words of either gender used i n this Note shall be construed to include the other gender
and the neuter state, and words in the singular number shall be held to include plural, and vice
versa, unless the context requires otherwise.
12. Governing Law and Venue
This Note is being executed and delivered and is intended to be performed in the State
of Texas. Except to the extent that the laws of the United States may apply to the terms hereof,
the substantive laws of the State of Texas shall govern the validity, construction, enforcement,
and interpretation of this Note. In the event of a dispute involving this Note or any other
instruments executed in connection herewith, the undersigned irrevocably agrees that venue
for such dispute shall lie in any court of competent jurisdiction in Kaufman County,Texas.
13. Waiver of Trial by Jury
THE MAKER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT BANY
SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE AND/OR ANY
OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAQIVER OF RIGHT TO TRIAL BY JURY IS GIVEN
KNOWLINGLY AND VOLUTARILY BY THE MAKER, AND IS INTENDED TO ENCOMPASS
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INDIVI'UALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT OF TRIAL BY JURY
WOULD OTHERWISE ACCRUE. THE PAYEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS
PARAGRAPH IN ANY OROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE
MAKER.
IN WITNESS WHEREOF, the undersigned has executed this Note effective as of
December 12, 2018.
MAKER:
WYLIE ECONOMIC DEVELOPMENT CORPORATION,
a Texas non-profit corporation
By:
Bryan Brokaw, President
4
SECURITY AGREEMENT
ARTICLE 1
GENERAL SECURITY AGREEMENT
This Security Agreement (this "Security Agreement") is made and entered into by and
between the Wylie Economic Development Corporation (the "Debtor") whose address is 250 S.
Hwy. 78, Wylie, Collin County, Texas 75098 and The American National Bank (the "Secured
Party") whose address is 102 W. Moore Avenue, P.O. Box 40, Terrell, Kaufman County, Texas
75160.
For value received, the Debtor grants to the Secured Party a security interest in the
following described property (the "Collateral"):
All sales and use taxes that have been levied by the City of Wylie, Collin
County, Texas, for the benefit of the Debtor pursuant to the Development
Corporation Act. Chapters 501, 502, and 504 of the Texas Local Government
Code, as amended (the "Act"), subject to the provisions in Article Three of the
Loan Agreement by and between the Debtor and the Secured Party of even
date herewith (the "Loan Agreement")
to secure (1) the Debtor's Promissory Note of even date herewith (the "Note") to the
Secured Party in the principal amount of not to exceed $4,500,000 with principal and
interest payable as provided in the Note; (2) future advances, if any, to be evidenced by
any other note to be made by the Secured Party to the Debtor at the Secured Party's
option; (3) other costs and expenses incurred by the Secured Party in the collection and
enforcement of the Note and other indebtedness of the Debtor; and (4) all liabilities of
the Debtor to the Secured Party now existing or later incurred, matured or unmatured,
direct or contingent, and any renewals and extensions of, and substitutions for, such
liabilities.
ARTICLE 2
GENERAL RECITALS
The Debtor warrants and covenants as follows:
The Collateral is to be used in business other than farming operations.
The Debtor's chief place of business is 250 S. Hwy. 78, Wylie, Collin County,Texas
75098.
This security interest will attach to the Collateral as of the date of this Security
Agreement.
1
ARTICLE 3
REPRESENTATIONS OF THE DEBTOR
Title
Section 3.01. Except for the security interest granted by this Security Agreement
or by other such agreements entered into by the Debtor with the prior written consent
of the Secured Party, the Debtor has, or on acquisition will have, full title to the
Collateral free from any third party lien, security interest, encumbrance, or claim by a
party other than the Secured Party, and the Debtor will, at the Debtor's cost an expense,
defend any action which may affect the Secured Party's interest in, or the Debtor's title
to, the Collateral. Notwithstanding the foregoing, the Debtor may enter any
agreements with third parties relating to an authorized project pursuant to the
authority granted to the Debtor by Subchapters C and D of the Development
Corporation Act, Chapter 501 of the Texas Local Government Code, as amended, as
supplemented or modified by Chapters 502 and 504 of the Texas Local Government
Code, as amended, without the consent or approval of the Secured Party.
Financing Statement
Section 3.02. At the Secured Party's request, the Debtor will join in executing all
necessary Financing Statement in forms satisfactory to the Secured Party, will pay the
filing costs, will further execute all other instruments necessary for the Secured Party to
perfect its interest, and pay the filing costs.
Disposition of Collateral
Section 3.03. The Debtor will not, without the prior written consent of the
Secured Party which shall not be unreasonably withheld, encumber or contract to
encumber any interest in the Collateral until this Security Agreement and all obligations
secured by it have been fully satisfied, except as otherwise provided by Section 3.01
above.
ARTICLE 4
PROTECTION OF SECURITY
Security Interest in Proceeds and Accessions
Section 4.01. The Debtor grants to the Secured Party, a security interest in and
to all proceeds, increases, substitutions, replacements, additions, and accessions to the
Collateral. The Debtor is not authorized to encumber the Collateral without the prior
written consent of the Secured Party, except as otherwise provided by Section 3.02
above.
2
Reimbursement of Expenses
Section 4.02. At the option of the Secured Party, the Secured Party may
discharge taxes, liens, interest, or perform or cause to be performed for and on behalf
of the Debtor any actions and conditions, obligations, or covenants that the Debtor has
failed or refused to perform, and may pay for the preservation of the Collateral, and all
sums so expended, including, but not limited to, attorney's fees, court costs, or any
other costs or expenses, shall bear interest from the date of payment at the default rate
as stated in the Loan Agreement and shall be payable at the place designated in the
Note and shall be secured by this Security Agreement.
ARTICLE 5
DUTIES OF THE DEBTOR
Payment
Section 5.01. The Debtor will pay the Note, any renewal or extension of it, and
any other indebtedness secured by this Security Agreement in accordance with the
terms and provisions of this Security Agreement.
Change of Residence or Place of Business
Section 5.02. The Debtor will promptly notify the Secured Party of any change of
the Debtor's chief place of business or place where records concerning accounts and
general intangibles are kept.
Attorney in Fact
Section 5.03. In the event of Default and to the extent permitted by law, the
Debtor appoints the Secured Party as the Debtor's attorney in fact to do any act that the
Debtor is obligated by this Security Agreement to do, to exercise all rights of the Debtor
in the Collateral, to make collections, to execute any papers and instruments, and to do
all other things necessary to preserve and protect the Collateral and to make collections
and to protect the Secured Party's security interest in the Collateral.
Time of Performance and Waiver
Section 5.04. Time shall be of the essence ion performing any act under this
Security Agreement and the Note. The Secured Party's acceptance of partial or
delinquents payments, or failure of the Secured Party to exercise any right or remedy,
shall not be a waiver of any obligation of the Debtor or right of the Secured Party, or of
any other similar default subsequently occurring.
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ARTICLE 6
DEFAULT
Default Defined
Section 6.01. The Debtor shall be in default under this Security Agreement if any
of the following events or conditions occur following any applicable notice and
opportunity to cure:
(a) Default in the payment or performance of any note, obligation,
covenant, or liability contained or referred to in this Security Agreement or the
Loan Agreement following any notice, grace, or cure periods therein provided;
(b) If any warranty, representation, or statement made or furnished to
the Secured Party by or on behalf of the Debtor proves to have been false inany
material respect when made or furnished;
(c) Any event that results in the acceleration of the maturity of the
Debtor's indebtedness to others under any indenture, agreement, or
undertaking;
(d) The encumbrance of any of the Collateral except as provided herein,
or the making of any levy, seizure, or attachment of or on the Collateral;
(e) Dissolution, termination of existence, insolvency, business failure,
appointment of a receiver for any part of the Collateral, assignment for the
benefit of creditors, or the commencement of any proceeding under any
bankruptcy or insolvency law by or against the Debtor or any guarantor or surety
for the Debtor.
Remedies
Section 6.02. On or at any time after the occurrence of any such event of
default, the Secured Party may declare all obligations secured immediately due and
payable and may proceed to enforce payment of the same and exercise any and all
rights and remedies provided by the Business and Commerce Code of Texas, as
amended, as well as other rights and remedies, either at law or in equity, possessed by
the Secured Party, including but not limited to garnishment or injunctive relief.
ARTICLE 7
MISCELLANEOUS PROVISIONS
Section 7.01 (a) Texas law to apply: This Security Agreement shall be
governed by and construed under and in accordance with Chapter 9 of the Business and
Commerce Code of Texas, as amended, and other applicable laws of the State of Texas
4
and all obligations of the parties created under this Security Agreement are performable
in Kaufman County, Texas.
(b) Parties Bound: This Security Agreement shall be bindoing on
and inure to the benefit of the parties to it and their respective legal
representatives, successors, and assigns where permitted by this Security
Agreement.
(c) Legal Construction: In case any one or more of the provisions
contained in this Security 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 provisions of this Security Agreement
and this Security Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
(d) Prior Agreements Superseded: This Security Agreement
constitutes the sole and only agreement of the parties to it and supersedes any
prior understandings or written or oral agreements between the parties
respecting the subject matter of this Security Agreement.
(e) Definitions: All terms used in this Security Agreement that are
defined in the Business and Commerce Code of Texas, as amended, shall have
the same meaning as that set forth in such Code.
EFFECTIVE AS OF DECEMBER 12, 2018.
DEBTOR:
WYLIE ECONOMIC
DEVELOPMENT CORPORATION,
a Texas non-profit corporation
By:
Name: Bryan Brokaw
Title: President
THE AMERICAN NATIONAL BANK
OF TEXAS
By:
Name: Anita Collins
Title: Banking Center President
5
CERTIFICATE OF SECRETARY
THE UNDERSIGNED HEREBY CERTIFIES that:
1. The Board of Directors (the "Board of Directors") of the Wylie Economic Development
Corporation (the "Corporation") convened on December 10, 2018, in regular session in the
regular meeting place of the Board of Directors (the "Meeting"), which Meeting was at all times
open to the public, the duly constituted officers and members of the Board of Directors being
as follows:
Bryan Brokaw - President
Todd Wintters-Vice President
John Yeager-Secretary
Demond Dawkins -Treasurer
Marvin Fuller - Board Member
and all of such persons were present at the Meeting except , thus
constituting a quorum. Among other business considered at the Meeting, the attached
Resolution (the "Resolution") entitled:
A RESOLUTION APPROVING A PROJECT,A LOAN FROM THE AMERICAN NATIONAL BANK OF TEXAS,THE
EXPENDITURE OF FUNDS,AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
was introduced for the due consideration of the Board of Directors. After presentation and
discussion of the Resolution, a motion was made, duly seconded, and carried by the following
vote:
voted "For" voted "Against" "Abstained"
all as shown in the official Minutes of the Board of Directors for the Meeting.
2. The attached Resolution is a true and correct copy of the original on file in the official
records of the Issuer; the duly qualified and acting members of the Board of Directors on the
date of the Meeting are those persons shown above, and, according to the records of my office,
each member of the Board of Directors was given actual notice of the time, place, and purpose
of the Meeting and had actual notice that the Resolution would be considered; and the
Meeting and deliberation of the aforesaid public business, including the subject of the
Resolution, was posted and given in advance thereof in compliance with the provisions of Texas
Government Code, Chapter 551, as amended.
|N WITNESS WHEREOF, | have signed nnynanneoffcia||"thisOeoennber1O. 3Ol8.
'
Secretary
GENERAL CERTIFICATE OF THE WYLIE ECONOMIC DEVELOPMENT CORPORATION
The undersigned officers of the Wylie Economic Development Corporation (the
"Corporation"), a nonprofit development corporation duly established and created pursuant
to the Development Corporation Act, Chapters 501 and 502 of the Texas Local Government
Code, as amended (the "Act") by the City of Wylie, Texas (the "City"), hereby execute and
deliver this Certificate for the benefit of all persons interested in the Corporation's loan from
The American National Bank of Texas (the "Loan"). We hereby certify that:
1. The Corporation is duly created, organized, and existing pursuant to authority
granted by Chapter 501, Texas Local Government code, as amended.
2. At the time of the Corporation's meeting on December 10, 2018 (a) the
following named persons duly constituted the Board of Directors (the "Board") of the
Corporation, and (b) as indicated below, certain of the directors were the duly elected,
qualified, and acting officers of the Corporation as set forth opposite their names:
Bryan Brokaw - President
Todd Wintters -Vice President
John Yeager-Secretary
Demond Dawkins -Treasurer
Marvin Fuller - Board Member
3. Attached hereto as Exhibit A is a copy of the Corporation's Articles of
Incorporation, as certified by the Secretary of State of the State of Texas (the "State"), with
any amendments thereto and which are in effect on the date hereof, and attached hereto as
Exhibit B is a Certificate of the Secretary of State of the State, certifying as to the continued
existence of the Corporation.
4. Attached hereto as Exhibit C is a true and correct copy of the Bylaws of the
Corporation, with any amendments thereto and which are in effect on the date hereof.
5. Attached hereto as Exhibit D is evidence from the Comptroller of Public
Accounts of the State regarding the exemption of the Corporation from payment of State
franchise taxes.
6. The Corporation represents that it is duly incorporated, presently existing,
and is in good standing in the State, and has duly authorized, by all necessary action, the
passage of the resolution authorizing the Loan (the "Loan Resolution") and the execution,
delivery, and due performance of the Loan Agreement, the Security Agreement, and the
Promissory Note approved thereby (the "Loan Documents"), and any and all other
agreements and documents, as may be required to be executed and delivered or received by
1
the Corporation in order to carry out, give effect to, and consummate the transactions
contemplated by and approved in the Loan Resolution.
7. The Indenture Loan Documents and the other documents and agreements to
which the Corporation is a party, as authorized and approved, have been properly executed
and delivered by the duly authorized officers of the Corporation acting in their official
capacities, are in substantially the same form and text as the copies of such instruments
which were authorized and approved in the Loan Resolution with such changes and revisions
therein as have been authorized or approved in accordance with the provisions in the Loan
Resolution, and are in full force and effect on the date hereof.
8. None of the proceedings or authorizations heretofore taken or given in
connection with the Loan and the execution and delivery of the Loan Documents, or any
other agreements and documents to which the Corporation is a party, or any of the
transactions contemplated by the Loan Resolution, the Loan, or the Loan Documents, have
been amended, modified, repealed, revoked, or rescinded, and due performance thereof has
been authorized by the Corporation.
9. To the best of our knowledge: (a) each of the representations, agreements,
covenants, and warranties of the Corporation in the Loan Resolution and the Loan
Documents are true and correct on and as of the date hereof as though made on and as of
the date hereof; (b) the Loan Resolution and the Loan Documents have been duly entered
into and are in full force and effect; and (c) the Corporation has duly complied with or
performed or will comply with and perform prior to the delivery of the Loan to the initial
purchaser thereof all obligations and conditions on its part to be performed or satisfied by it
under the Loan Resolution and the Indenture.
10. No litigation is pending or, to the best of our knowledge, threatened in any
court in any way affecting the existence of the Corporation or the titles of the members of
the Board or the officers to their respective positions or seeking to restrain or enjoin the
Loan or the collection of revenues or assets of the Corporation pledged or to be pledged to
pay the principal of, premium, if any, or interest on the Loan, or the pledge thereof, or in any
way affecting or contesting any authority for or the validity or enforceability of the Loan, the
Loan Resolution, or the Loan Documents, or the existence, powers, or authority of the
Corporation with respect to the Loan. There is no litigation that will affect the existence of
the Corporation or the titles of the members of the Board or the officers to their respective
positions or seeking to restrain or enjoin the issuance, sale, or delivery of the Loan or the
collection of revenues or assets of the Corporation pledged or to be pledged to pay the
principal of, premium, if any, or interest on the Loan, or the pledge thereof, or in any way
affecting or contesting any authority for or the validity or enforceability of the Loan, the
Loan Resolution, or the Loan Documents, or the existence, powers, or authority of the
Corporation with respect to the Loan.
2
'
11. Neither the corporate existence of the Corporation nor the title of its present
officers to their respective offices isbeing contested, and no authority or proceedings for the
issuance of the Loan have been repealed, revoked, orrescinded.
12. The execution and delivery of the Loan Documents, and the execution and
delivery of any other agreements by the Corporation relating to the issuance of the Loan,
and the compliance by the Corporation with the provisions thereof, will not conflict with or
constitute on the part of the Corporation a breach of or a default under the Corporation's
Articles of Incorporation or Bylaws, any existing law, court, or administrative regulation,
decree, or order, or any agreement, indenture, mortgage, lease, or other instrument to
which the Corporation is subject orby which itisbound.
13. No director of the Corporation has been compensated orno such director will
. be compensated for acting as such, except that such director may be reimbursed for his or
her actual expenses incurred in the performance of his or her duties as a director mfthe
Corporation. No director of the Corporation will receive any pecuniary gain from the
issuance of the Loan or the Project financed thereby mr have any interest in said Project.
[SIGNATURE PAGE FOLLOWS]
3
WITNESS OUR HANDS this December 12, 2018.
WYLIE ECONOMIC DEVELOPMENT CORPORATION
President
Secretary
4
Wylie cono is P evelop ent Corporation
E ORA DU
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Director,
SUBJECT: Real Estate Transaction
DATE: December 7, 2018
Issue
Consider and act upon authorizing the WEDC Executive Director to execute an Assignment of
Contract for the purchase of property located in Collin County, Texas which is further described
as Railroad Addition, Block 4, Lot 9 and Lot 10, Wylie, Texas and further authorize WEDC
President Brokaw to execute all documentation necessary to effectuate the transaction as
prescribed within the terms of the Commercial Contract for Sale,all subject to Wylie City Council
approval of WEDC Resolution No. 2018-01 (R).
Analysis
As part of a WEDC property assemblage and master-planned redevelopment effort, and as
contemplated and funded via WEDC Resolution No. 2018-01 (R), the WEDC will be executing
an assignment of Contract for the above referenced property under the below terms:
Purchase price $145,000
Area 16,292 square feet
Improvements No
Due Diligence Expires 1-15-19
Closing 2-15-19
Staff anticipates having the contract assigned the week of December 10th and closing in January
subject to receipt of a survey, issuance and evaluation of the title policy, and Wylie City Council
approval of WEDC Resolution No. 2018-01 (R).
Recommendation
Staff recommends that the WEDC Board of Directors authorize the Executive Director to execute
an Assignment of Contract for the purchase of property located in Collin County, Texas which is
WEDC—Real Estate
December 7, 2018
Page 2 of 2
further described as Railroad Addition, Block 4, Lot 9 and Lot 10, Wylie, Texas for the purchase
price of$145,000, and further authorize WEDC President Brokaw to execute all documentation
necessary to effectuate the transaction as prescribed within the terms of the Commercial Contract
for Sale, all subject to Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
ylie Econo • eve op ent Corporation
E 0 - A DU
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Directok--'
SUBJECT: Real Estate Transaction
DATE: December 7, 2018
Issue
Consider and act upon authorizing the WEDC Executive Director to execute an Assignment of
Contract for the purchase of property located in Collin County, Texas which is further described
as Railroad Addition, Block 2, Lot 4b and Lot 5b, Wylie, Texas as otherwise known as the West
one-half of Lots 4 and 5, Block 2 of Railroad Addition, and further authorize WEDC President
Brokaw to execute all documentation necessary to effectuate the transaction as prescribed within
the terms of the Residential Contract, all subject to Wylie City Council approval of WEDC
Resolution No. 2018-01 (R).
Analysis
As part of a WEDC property assemblage and master-planned redevelopment effort, and as
contemplated and funded via WEDC Resolution No. 2018-01 (R), the WEDC will be executing
an assignment of Contract for the above referenced property under the below terms:
Purchase price $175,000
Area 8,146 square feet
Improvements Yes—940 Square Feet SF
Due Diligence Expires 11-20-18
Closing 1-7-19
Staff anticipates having the contract assigned the week of December 10th and closing on or before
January 7, 2019, subject to Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
Recommendation
Staff recommends that the WEDC Board of Directors authorize the Executive Director to execute
an Assignment of Contract for the purchase of property located in Collin County, Texas which is
WEDC—Real Estate
December 7, 2018
Page 2 of 2
further described as Railroad Addition, Block 2, Lot 4b and Lot 5b, Wylie, Texas as otherwise
known as the West one-half of Lots 4 and 5, Block 2 of Railroad Addition, for the purchase price
of $175,000, and further authorize WEDC President Brokaw to execute all documentation
necessary to effectuate the transaction as prescribed within the terms of the Residential Contract,
all subject to Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
ylie Econo ic I evelo • ment Corporation
E 0 ANDU
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Director
SUBJECT: Real Estate Transaction
DATE: December 7, 2018
Issue
Consider and act upon authorizing the WEDC Executive Director to execute a Residential Contract
to purchase a portion of Lots 4 and 5, Block 2 of Railroad Addition to the City of Wylie, Collin
County, Texas, according to the plat thereof recorded in Volume 1, Page 11 of the Map Records,
Collin County,Texas and further authorize WEDC President Brokaw to execute all documentation
necessary to effectuate the transaction as prescribed within the terms of the Agreement, all subject
to Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
Analysis
As part of a WEDC property assemblage and master-planned redevelopment effort, and as
contemplated and funded via WEDC Resolution No. 2018-01 (R), the WEDC will be executing a
Residential Contract for the above referenced property under the below terms:
Purchase Price $204,388.38
Area 8,146 square feet
Improvements Yes—680 Square Feet SF
Due Diligence Expires 12-14-18
Closing 12-17-18
Staff anticipates having the contract executed on December 12th and closing on December 17th,
subject to Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
Recommendation
Staff recommends that the WEDC Board of Directors authorize the Executive Director to execute
a Residential Contract to purchase a portion of Lots 4 and 5, Block 2 of Railroad Addition to the
City of Wylie, Collin County, Texas, according to the plat thereof recorded in Volume 1, Page 11
WEDC—Real Estate
December 7, 2018
Page 2 of 2
of the Map Records, Collin County, Texas, for the purchase price of$204,388.38, and further
authorize WEDC President Brokaw to execute all documentation necessary to effectuate the
transaction as prescribed within the terms of the Contract, all subject to Wylie City Council
approval of WEDC Resolution No. 2018-01 (R).
ylie cono ic I evelop ent Corporation
E 0 - A DU
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Direct
SUBJECT: Real Estate Transaction
DATE: December 7, 2018
Issue
Consider and act upon ratifying an Agreement of Purchase and Sale between the WEDC and Karan
Associates, LLC for the acquisition of a 2.3866-acre tract of land situated in the Francisco De LA
Pina Survey, Abstract No. 686, and the J. Truett Survey, Abstract No. 920, same being Lots 1-A-
A and 1-A-B of City Lot 1-A, City of Wylie, Texas as shown on the Revised Map recorded in
Volume 1002, Page 194, Deed Records, Collin County, Texas and further authorize WEDC
President Brokaw to execute all documentation necessary to effectuate the transaction as
prescribed within the terms of the Agreement,all subject to Wylie City Council approval of WEDC
Resolution No. 2018-01 (R).
Analysis
As part of a WEDC property assemblage and master-planned redevelopment effort, and as
contemplated and funded via WEDC Resolution No. 2018-01 (R), the WEDC will be ratifying an
Agreement of Purchase and Sale for the above referenced property under the below terms:
Purchase Price $1,250,000
Area 2.3866 acres
Improvements Yes—24,000 Square Feet
Due Diligence Expires 12-19-18
Closing 12-28-18
Staff is awaiting confirmation from an environmental consultant which is evaluating internal
contaminants (asbestos) within the structure and a separate consultant evaluating soil samples.
Due dates for those results are 12-8-18 and 12-14-18 respectively. As well, staff anticipates that
the existing structure will be demolished at an estimated cost of $100,000. Again, all
recommendations are subject to Wylie City Council approval of WEDC Resolution No. 2018-01
(R).
WEDC—Real Estate
December 7, 2018
Page 2 of 2
Recommendation
Staff recommends that the WEDC Board of Directors ratify an Agreement of Purchase and Sale
between the WEDC and Karan Associates, LLC for the acquisition of a 2.3866-acre tract of land
situated in the Francisco De LA Pina Survey, Abstract No. 686, and the J. Truett Survey,Abstract
No. 920, same being Lots 1-A-A and 1-A-B of City Lot 1-A, City of Wylie, Texas as shown on
the Revised Map recorded in Volume 1002, Page 194, Deed Records, Collin County, Texas, for
the purchase price of$1,250,000 and further authorize WEDC President Brokaw to execute all
documentation necessary to effectuate the transaction as prescribed within the terms of the
Agreement, all subject to Wylie City Council approval of WEDC Resolution No. 2018-01 (R).
ylie ,cono ic I evelop ent Con • oration
ME 0 - A DU
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Direct°
SUBJECT: Real Estate Transaction
DATE: December 7, 2018
Issue
Consider and act upon authorizing the WEDC Executive Director to execute an Assignment of
Contract for the purchase of a tract of land situated in the J. Truitt Survey, Abstract No. 920 and
the F. De La Pina Survey, Abstract No. 688, City of Wylie, Collin County, Texas and being all
and part of City Lot 1-C, the City of Wylie, Collin County, Texas according to the plat thereof
recorded in Volume 1002, Page 194, Deed Records, Collin County, Texas, and further authorize
WEDC President Brokaw to execute all documentation necessary to effectuate the transaction as
prescribed within the terms of the Residential Contract, all subject to Wylie City Council approval
of WEDC Resolution No. 2018-01 (R).
Analysis
As part of a WEDC property assemblage and master-planned redevelopment effort, and as
contemplated and funded via WEDC Resolution No. 2018-01 (R), the WEDC will be ratifying an
Agreement of Purchase and Sale for the above referenced property under the below terms:
Purchase Price $6.84 psf
Area 2.13 - 2.599 acres
Improvements Yes—3,704 Square Feet
Due Diligence Expires 12-19-18
Closing 2-2-19
WEDC Counsel Randy Hullett is still evaluating abandoned City right-of-way impacting the
property which will determine whether the WEDC is purchasing approximately 2.13 acres or
approximately 2.599 acres. Should the final area be 2.13 acres, the contract has a floor of
$715,000. Should the area be 2.599 acres the purchase price will revert to $6.84 per square foot
or $774,486.40. Staff anticipates Mr. Hullett's final evaluation/discussions with the Title
Company will be on or about December 14th. Staff is also evaluating data recently received from
WEDC—Real Estate
December 7, 2018
Page 2 of 2
WEDC environmental consultants which may require a renegotiated purchase price to offset
potential enrollment in the TCEQ Voluntary Cleanup Program.
While there are still several 'open' issues, staff is requesting approval to close under the worst-
case scenario of accepting the property as-is and a maximum purchase price of $774,486.40.
Should the Board require more input pertaining the outcome of the City right-of-way and
environmental impacts, this item can be tabled and staff can post a Board Meeting for December
19th prior to the expiration of the due diligence period. Again, all action subject to Wylie City
Council approval of WEDC Resolution No. 2018-01 (R).
Recommendation
Staff recommends that the WEDC Board of Directors authorize the Executive Director to execute
an Assignment of Contract for the purchase of a tract of land situated in the J. Truitt Survey,
Abstract No. 920 and the F. De La Pina Survey, Abstract No. 688, City of Wylie, Collin County,
Texas and being all and part of City Lot 1-C, the City of Wylie, Collin County, Texas according
to the plat thereof recorded in Volume 1002, Page 194, Deed Records, Collin County, Texas, for
the purchase price of no less than $715,000 and no more than $774,486.40, and further authorize
WEDC President Brokaw to execute all documentation necessary to effectuate the transaction as
prescribed within the terms of the Contract, all subject to Wylie City Council approval of WEDC
Resolution No. 2018-01 (R).
ylie cono ic P evelop ent Cor • oration
ME 0 - A DU
TO: WEDC Board of Directors
FROM: Samuel Satterwhite, Executive Director /
SUBJECT: Staff Report
DATE: December 5, 2018
Issue
Staff report: review issues surrounding WEDC Performance Agreement summary, Hotel
Occupancy Tax, Environmental Activity Summary, Active Project Summary, 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 the Discussion Item below.
WEDC Performance Agreement Summary
Attached for the Board's review is a summary of all outstanding Performance Agreements
including: B&B Theatres Operating Company, Carrie Elle, Clark Street Development, Cross
Development, DANK Real Estate, DCU, Exco Extrusion Dies, Hooper-Woodbridge, MIKTEN,
SAF Holland, SCSD-Finnell, Taylor& Son, and Woodbridge Crossing.
Woodbridge Crossing
Attached for the Board's review is the Sales Tax Reimbursement Report which identifies all sales
taxes received through November 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.
$5,387,313.36 in reimbursements has been earned through November 2018 with net receipts of
$4,684,857.08 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,
net of reimbursements, since October 2009. As shown on the Sales Tax Reimbursement Report,
WEDC- Staff Report
December 5, 2018
Page 2 of 3
$131,567.26 was generated in sales tax in September 2018 versus$136,875.36 in September 2017.
This represents a 3.88% decrease over 2017 receipts.
It is estimated that the City of Wylie and WEDC financial obligations to the Woodbridge Crossing
project will conclude on or about June 2019. The annual budgetary impact will be a decrease in
expenses of approximately $500,000 to the City and $250,000 to the WEDC.
Woodbridge Centre
Within the Kroger-anchored center, $98,640.36 in sales tax was generated in September 2018 with
$24,660.09 subject to reimbursement. September 2018 sales represents a 6% increase over the
same period in 2017. There is no new activity to report other than the Burgerim concept discussed
at the October Board Meeting
Hotel Occupancy Tax
Hotel Occupancy Taxes were received from both hotels for the months of August and September.
In August 2018, $12,372.93 was generated in hotel occupancy tax compared to $5,779.66 for the
same period in 2017. This represents a 114% increase over 2017 receipts. In September 2018,
$14,369.06 was generated in hotel occupancy tax compared to $5,193.79 for the same period in
2017. This represents a 177% increase over 2017 receipts.
Environmental Activity Summary
Attached for the Board's review is a spreadsheet tracking all active remediation projects with
W&M Environmental. Previous reports detailed all projects with W&M dating back to February
2015. While staff will maintain these records so as to provide a clear understanding of what it
took to remediate multiple projects over the years, the Board will only be provided with updates
on active projects.
Active Project,Summary,
New Projects (past 45 daysI
Office/Warehouse relo 23,000 sf, $2.5 invest., 100+ employees
Industrial/flex space small tract being evaluated, 8,000-10,000 sf
Industrial/flex space large tract under contract, due diligence phase
Industrial/flex space small tract being developed, planning phase
Local Manufacturer Retention project $10 - $20 mm equip/technology upgrade
Local Manufacturer Retention project New building (2"d Wylie facility) under contract to
address growth, 50 retained jobs, 15 —20 new jobs
Local Manufacturer Retention project $1 mm, 5,000 sf, 2-4 employees
Restaurant Inquiries 4 national full-service, 4 national fast-casual, 1
property assemblage for multi-tenant project
WEDC- Staff Report
December 5, 2018
Page 3 of 3
Ongoing Projects
Sargent Spec Bldg 11,940 sf, $1.2 mm invest., App for CO/tenant
finish-out at City, 2 of 3 units leased.
Deanan 10,140 sf, 1.1 mm invest., 8 new jobs, under const.
Lanman Medical 5,552 sf, $829,000 invest., under const.
Brookshires Bldg Contract Pending
Regional Housing Starts
Thirty-four homes were permitted in Wylie for the month of November 2018. Sachse, Murphy
and Lavon permitted a combined ten with Inspiration not yet reporting.
No action is requested by staff for this item.
Attachments
Performance Agreement Summary
Environmental Activity Report
Hotel Occupancy Tax Report
Regional Housing Permits
Outstanding Performance Agreement Summary
Company Performance Obligations Expiration Incentive Comment/Notes
B&B Theatres Phase I -CO 56,000 sf, 12 screen theater;
documentation of$600,000; documentation of
total expend.for land, improvements and personal
property of$10,000,000. j 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
12/31/2018 $25,000
r ,
Total Incentive not to
B&B Theatres Sales Tax Reimb. Qrtly Sales Tax reimbursement equal to .005 12-18 Annually exceed $600,000
Carrie Elle
Receipt of documentation of minimum project
cost of$15,000 for the purchase of new
equipment; current on ad valorem taxes. 1/31/2019 $2,500
Receipt of documentation evidencing ongoing
operations at 311 N. Ballard; current on ad
valorem taxes. 1/31/2020 $2,500
Cross Development Purchase and take title to the property by
3/20/18. 3/20/20181 Complete
Commence construction of multifamily units by
8/1/18. 8/1/2018 Complete
1Complete construction of retail space and at least
3,200 sf of restaurant space and obtain COC by
9/1/20. 9/1/2020
Provide documentation to WEDC evidencing:
Construction costs for Phase One of$32mm;
property south of Explorer Pipeline is accessible to
vehicular traffic; $250,000 in expenditure for
qualified infrastructure; 9/1/2020
Outstanding Performance Agreement Summary
Documentation to City confirming i)Completion
of removal/remediation ii) Company expended an
amount greater than or equal to minimum
removal expenditure ($500,000). 9/1/2020 $250,000
CSD Woodbridge Phase I -Acquire property for 110,000 sf Kroger by
7/31/2016; CO by 3/31/2014 3/31/2014' $100,000 Paid
Phase II -CO for 120,600 sf retail space Sales tax
(completed) 3/31/2014 reimburse quarterly
Phase Ill -CO for 127,600 sf retail space Sales tax
(completed) 3/31/2017 reimburse quarterly
Sales tax
reimburse
ending earlier
of $1.1 mm
paid or 10 Cumulative incentive not
years from' to exceed $1.1 mm.
Phase IV-CO for 134,600 sf retail space Start Date Reimbursement
(completed) 3/31/2019 (9/15/23). spreadsheet attached.
Dank Real Estate-2
la. Documentation of company's application for
'CO for a 10,140 sf expansion at 216 Windco Cir.;
permit fee receipt for not less than$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. 7/31/2019 $15,600
lb. CO for a 10,140 sf expansion at 216 Windco
'Cir. 7/31/2019 $21,500
Outstanding Performance Agreement Summary
2. Minimum valuation of$2,100,000 for real and
personal property at 216 Windco Cir.; current on
ad valorem taxes; ongoing operations of Deanan
Popcorn at facility; employment verification of 29
full-time employees. 7/31/2020 $22,900
3. Minimum valuation of$2,100,000 for real and
'personal property at 216 Windco Cir.; current on
ad valorem taxes; ongoing operations of Deanan
Popcorn at facility; employment verification of 33
full-time employees. 7/31/2021 23,000
DCU, Inc. 1. a. 1. Documentation supporting application to
City of Wylie for a CO for a 11,200 sq ft facility
located at 2774 Capital; 2. permit fee receipt from
City of Wylie for not less than $31,534; 3.
documentation supporting construction cost of
$700,000; 4. documentation supporting an
executed contract of not less than $39,885 to
extend a gas line 725 feet to the easternmost
property line of lot located at 2774 Capital Street;
5. current on ad valorem taxes. Paid City of Wylie
8/1/2018 $31,534 $24,545.13
1.b. 1. Certificate of Occupancy, 11,200 Sq ft $51,324 --
building; 2. receipt of documentation supporting $19,311 paid
construction of a gas line at the easternmost to Company;
property line at a cost of not less than$39,885; $32,013 paid
3. letter from Atmos Energy asserting that to Company's
improvements installed to Atmos standards and Utility
available to other customers. 8/1/2018 Contractor Paid
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 $12,500
3. Minimum valuation of$1,200,000 for real and
personal Property; current on ad valorem taxes,
continuous operations at 2774 Capital.Added to
lithis payment is the fee diference from Incentive
1of 4 in the amount of$6.988.80. 8/1/2020 $19,488.80
Exco Extrusion Dies(Texas), Inc. A. CO on 30,000 sf building 2/24/2016I $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 Forgiveness#1 2 24 17
'$70,000 for 5 years. 2017-2021 $350,000 Forgiveness#2-2-24-18
Hooper Woodbridge II 1. Building permit for no less than 5,500 sf
medical office building; and 6/1/2018 Complete
2. CO for no less than 5,500 sf medical office
building; and 2/28/2019.
3. Documentation supporting a minimum project
cost of$750,000; and 2/28/2019
f4. Documentation supporting a minimum cost of
$20,000 for qualified infrastructure
(improvements to water, sewer, storm sewer);
and 2/28/2019
Outstanding Performance Agreement Summary
5. Current on all ad valorem taxes and other
property taxes; and 2/28/2019 $20,000
MIKTEN, Inc. A. Construct a 5,970 sf shell commercial building
with a minimum capital investment of$300,000;
receipt of Certificate of Completion; current on ad
valorem taxes as of 1/31 of the year after they are
assessed. 10/31/2018 $10,000 Paid
B. Finish out of 5,970 sf building evidenced by a
Certificate of Occupancy and 100% leased as
evidenced by signed lease agreements. I 10/31/2019 $10,000
SAF Holland A. Tax Incentive:
Maintain on property,taxable personal property
owned by company valued at or above 50%of BPP
$14,375,324(Tax Threshold). tax paid in
excess of Tax
1/31/2019 Threshold.
Maintain on property,taxable personal property
owned by company valued at or above
$14,375,324(Tax Threshold). j 1/31/2020
Maintain on property,taxable personal property
owned by company valued at or above
$14,375,324 (Tax Threshold). 1/31/2021
B. Employee Incentive:
Employ up to 45 full-time employees over 133
(Employee Threshold). One time payment of $1,000/emp
$1,000 per new employee added. BPP valuation over
requirement waived (first year only). 12/31/2017`,Threshold'
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. 12/31/2018 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.
SCSD-Finnell Obtain a building permit no later than 12/31/18;
Commence construction of building no later than
12/31/18; Obtain CO no later than 8/31/19;
Complete qualified infrastructure no later than
8/31/19; and provide written notice,
accompanied by one or more permanent COs on
'ithe building only.
8/31/2019 $25,000
Provide documentation that company has leased
more than 60%of the space within the building to
restaurants; Company has completed qualified
infrastructure no later than 8/31/19 with a
;minimum cumulative cost of$75,000; CO on
building no later than 8/31/19; and provide
written notice, accompanied by one or more
permanent COs and leases as describe above.
1/22/2021 $50,000
Outstanding Performance Agreement Summary
Taylor&Son
Certificate of Occupancy for no less than 1,290 sf
office building located at 107 Jackson Street;
Documentation of minimum project cost of
$75,000; Documentation of construction costs of
$6,400 for qualified infrastructure providing a
minimum of 7 parking spaces at this location;
Current on ad valorem taxes. 2/28/2019! $3,200
Woodbridge Crossing Phase I. CO for initial phase including a Super 65%sales tax reimb 2009-
Target by 8/1/09. 8/1/2009 2013 ; 85%sales tax reimb
No further performance requirements. Default
declared reducing maximum incentive from $12 Reimbursement
mm to $6 mm. 2021 spreadsheet attached
Woodbridge Crossing
Sales Tax Reimbursement Report
Filing Allocation City of 4B WEDC Applicable WEDC City Total
Period Period W lie(1%)_ (0.5%) (0.5%) Total Rate (%) Reimbursement Reimbursement Reimbursement
Oct-09 Dec-09 $17,612.55 $8,806.27 $8,806.27 $35,225.09 0.85 7,485.33 $14,970.66 $22,455.99
Nov-09 Jan-10 21,995.30 10,997.65 10,997.65 43,990.60 0.85 9,348.00 18,696.01 28,044.01
Dec-09 Feb-10 40,289.26 20,144.63 20,144.63 80,578.52 0.85 17,122.94 34,245.87 51,368.81
Sub-Total 159,794.21 33,956.27 67,912.54 101,868.81
Jan-10 Mar-10 16,017.96 8,008.98 8,008.98 32,035.92 0.85 6,807.63 13,615.27 20,422.90
Feb-10 Apr-10 18,392.59 9,196.29 9,196.29 36,785.17 0.85 7,816.85 15,633.70 23,450.55
Mar-10 May-10 24,382.07 12,191.03 12,191.03 48,764.13 0.85 10,362.38 20,724.76 31,087.13
Sub-Total 117,585.22 24,986.86 49,973.72 74,960.58
Apr-10 Jun-10 16,991.53 8,495.76 8,495.76 33,983.05 0.85 7,221.40 14,442.80 21,664.19
May-10 Jul-10 19,588.24 9,794.12 9,794.12 39,176.48 0.85 8,325.00 16,650.00 24,975.01
Jun-10 Aug-10 24,662.64 12,331.32 12,331.32 49,325.28 0.85 10,481.62 20,963.24 31,444.87
Sub-Total 122,484.81 26,028.02 52,056.04 78,084.07
Jul-10 Sep-10 18,344.56 9,172.28 9,172.28 36,689.12 0.85 7,796.44 15,592.88 23,389.31
Aug-10 Oct-10 20,401.73 10,200.87 10,200.87 40,803.46 0.85 8,670.74 17,341.47 26,012.21
Sep-10 Nov-10 22,301.22 11,150.61 11,150.61 44,602.43 0.85 9,478.02 18,956.03 28,434.05
Sub-Total 122,095.01 25,945.19 51,890.38 77,835.57
Oct-10 Dec-10 18,800.19 9,400.10 9,400.10 37,600.38 0.85 7,990.08 15,980.16 23,970.24
Nov-10 Jan-11 25,735.09 12,867.54 12,867.54 51,470.17 0.85 10,937.41 21,874.82 32,812.23
Dec-10 Feb-11 42,668.92 21,334.46 21,334.46 85,337.83 0.85 18,134.29 36,268.58 54,402.87
Audit Adjust.
Oct-10 5,065.71 2,532.86 2,532.86 10,131.42 0.85 2,152.93 4,305.85 6,458.78
Sub-Total 184,539.80 39,214.71 78,429.42 117,644.12
Jan-11 Mar-11 18,295.33 9,147.66 9,147.66 36,590.65 0.85 7,775.51 15,551.03 23,326.54
Feb-11 Apr-11 25,185.02 12,592.51 12,592.51 50,370.04 0.85 10,703.63 21,407.27 32,110.90
Mar-11 May-11 39,822.31 19,911.15 19,911.15 79,644.61 0.85 16,924.48 33,848.96 50,773.44
Sub-Total 166,605.30 35,403.63 70,807.25 106,210.88
Apr-11 Jun-11 33,456.49 16,728.25 16,728.25 66,912.98 0.85 14,219.01 28,438.02 42,657.02
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
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
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
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
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
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
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
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
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
422510.82 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
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
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
Feb-17 Apr-17 50,638.18 25,319.09 25,319.09 101,276.35 0.65 16,457.41 32,914.81 49,372.22
Mar-17 May-17 61,943.65 30,971.83 30,971.83 123,887.30 0.65 20,131.69 40,263.37 60,395.06
326,154.06 53,000.03 106,000.07 159,000.10
Apr-17 Jun-17 49,482.64 24,741.32 24,741.32 98,965.28 0.65 16,081.86 32,163.72 48,245.57
May-17 Jul-17 59,698.44 29,849.22 29,849.22 119,396.87 0.65 19,401.99 38,803.98 58,205.97
Jun-17 Aug-17 78,250.78 39,125.39 39,125.39 156,501.55 0.65 25,431.50 50,863.00 76,294.51
374,863.70 60,915.35 121,830.70 182,746.05
Jul-17 Sep-17 47,207.44 23,603.72 23,603.72 94,414.88 0.65 15,342.42 30,684.84 46,027.25
Aug-17 Oct-17 57,759.81 28,879.91 28,879.91 115,519.62 0.65 18,771.94 37,543.88 56,315.81
Sep-17 Nov-17 68,437.68 34,218.84 34,218.84 136,875.36 0.65 22,242.25 44,484.49 66,726.74
346,809.86 56,356.60 112,713.20 169,069.81
Oct-17 Dec-17 47,492.90 23,746.45 23,746.45 94,985.80 0.65 15,435.19 30,870.39 46,305.58
Nov-17 Jan-18 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-18 108,901.17 54,450.58 54,450.58 217,802.33 0.65 35,392.88 70,785.76 106,178.64
451,420.20 73,355.78 146,711.57 220,067.35
Jan-18 Mar-18 53,776.06 26,888.03 26,888.03 107,552.12 0.65 17,477.22 34,954.44 52,431.66
Feb-18 Apr-18 51,358.31 25,679.16 25,679.16 102,716.62 0.65 16,691.45 33,382.90 50,074.35
Mar-18 May-18 69,735.56 34,867.78 34,867.78 139,471.11 0.65 22,664.06 45,328.11 67,992.17
349,739.85 56,832.73 113,665.45 170,498.18
Apr-18 Jun-18 53,783.30 26,891.65 26,891.65 107,566.59 0.65 17,479.57 34,959.14 52,438.71
May-18 Jul-18 62,703.17 31,351.58 31,351.58 125,406.33 0.65 20,378.53 40,757.06 61,135.59
Jun-18 Aug-18 72,473.68 36,236.84 36,236.84 144,947.35 0.65 23,553.94 47,107.89 70,661.83
377,920.27 61,412.04 122,824.09 184,236.13
Jul-18 Sep-18 59,955.26 29,977.63 29,977.63 119,910.51 0.65 19,485.46 38,970.92 58,456.37
Aug-18 Oct-18 58,416.62 29,208.31 29,208.31 116,833.24 0.65 18,985.40 37,970.80 56,956.20
Sep-18 Nov-18 65,783.63 32,891.82 32,891.82 131,567.261 0.65 21,379.68 42,759.36 64,139.04
368,311.01 59,850.54 119,701.08 179,551.62
Totals 10,072,170.44 1,795,771.12 3,591,542.24 5,387,313.36
Note: Anticipated completion date for$6 mm incentive obligation - First Half of 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
Jan-16 Mar-16 5,383.48 2,691.74 2,691.74 $10,766.95 $2,691.74
CSD Woodbridge Centre-Sales Tax Reimbursement Report
Sub-Total $100,415.37 $25,103.84
Feb-16 Apr-16 5,556.02 2,778.01 2,778.01 11,112.03 2,778.01
Mar-16 May-16 35,400.22 17,700.11 17,700.11 $70,800.43 $17,700.11
Apr-16 Jun-16 5,929.35 2,964.67 2,964.67 $11,858.69 $2,964.67
Sub-Total $93,771.15 $23,442.79
May-16 Jul-16 5,622.45 2,811.22 2,811.22 11,244.89 2,811.22
Jun-16 Aug-16 36,078.78 18,039.39 18,039.39 $72,157.55 $18,039.39
Jul-16 Sep-16 5,553.88 2,776.94 2,776.94 $11,107.76 $2,776.94
Sub-Total $94,510.20 $23,627.55
Aug-16 Oct-16 5,386.52 2,693.26 2,693.26 $10,773.03 2,693.26
Sep-16 Nov-16 45,851.97 22,925.99 22,925.99 $91,703.94 $22,925.99
Oct-16 Dec-16 5,712.60 2,856.30 2,856.30 $11,425.19 $2,856.30
Sub-Total $113,902.16 $28,475.54
Nov-16 Jan-17 5,534.56 2,767.28 2,767.28 $11,069.11 2,767.28
Dec-16 Feb-17 39,832.46 19,916.23 19,916.23 $79,664.92 $19,916.23
Jan-17 Mar-17 5,210.39 2,605.20 2,605.20 $10,420.78 $2,605.20
Sub-Total $101,154.81 $25,288.70
Feb-17 Apr-17 5,350.85 2,675.42 2,675.42 $10,701.69 2,675.42
Mar-17 May-17 35,935.03 17,967.52 17,967.52 $71,870.06 $17,967.52
Apr-17 Jun-17 5,446.64 2,723.32 2,723.32 $10,893.27 $2,723.32
Sub-Total $93,465.02 $23,366.26
May-17 Jul-17 6,978.40 3,489.20 3,489.20 $13,956.79 3,489.20
Jun-17 Aug-17 35,612.74 17,806.37 17,806.37 $71,225.48 $17,806.37
Jul-17 Sep-17 5,225.94 2,612.97 2,612.97 $10,451.87 $2,612.97
Sub-Total $95,634.14 $23,908.54
Aug-17 Oct-17 5,692.90 2,846.45 2,846.45 $11,385.79 2,846.45
Sep-17 Nov-17 46,321.69 23,160.85 231 160.85 $921643.38' $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 $13,380.93 3,345.23
Dec-18 Feb-18 46,316.53 23,158.26 23,158.26 $92,633.05 $23,158.26
Jan-18 Mar-18 5,988.51 2,994.26 2,994.26 $11,977.02 $2,994.26
Sub-Total $117,991.00 $29,497.75
Feb-18 Apr-18 6,805.46 3,402.73 3,402.73 $13,610.91 3,402.73
Mar-18 May-18 41,994.46 20,997.23 20,997.23 $83,988.92 $20,997.23
CSD Woodbridge Centre-Sales Tax Reimbursement Report
Apr-18 Jun-18 6,947.44 3,473.72 3,473.72 $13,894.87 $3,473.72
Sub-Total $111,494.70 $27,873.68
May-18 Jul-18 7,458.58 3,729.29 3,729.29 $14,917.16 3,729.29
Jun-18 Aug-18 40,091.04 20,045.52 20,045.52 $80,182.08 $20,045.52
Jul-18 Sep-18 6,796.04 3,398.02 3,398.02 $13,592.07 $3,398.02
Sub-Total $108,691.31 $27,172.83
Aug-18 Oct-18 7,102.43 3,551.21 3,551.21 $14,204.85 3,551.21
Sep-18 Nov-18 49,320.18 24,660.09 24,660.09 $98,640.36 $24,660.09
Oct-18 Dec-18 0.00 0.00 0.00 $0.00
Sub-Total $112,845.21 $28,211.30
Total $1,752,787.49 $438,196.87
Note: Anticipated completion date for the$1 mm sales tax incentive obligation is 9/30/23.
Hotel Occupancy Tax Receipts
2014 2015 2016 2017 2018
January $3,332.78 $3,910.22 $3,960.95 8,369.84 $8,848.69
February 3,773.66 3,994.91 5,810.03 5,016.36 9,767.37
March 4,559.63 5,250.71 6,336.25 5,757.40 13,360.70
April 4,921.52 5,119.52 10,366.04 4,348.00 14,375.83
May 4,991.83 5,163.84 11,014.00 6,402.58 15,934.35
June 5,692.40 6,182.22 8,812.25 6,605.05 17,191.21
July 5,201.94 5,664.42 8,314.57 6,171.14 16,824.70
August 5,242.99 5,279.29 9,764.71 5,779.66 12,372.93
September 5,280.16 5,044.30 7,658.43 5,193.79 14,369.06
October 6,033.92 5,665.76 7,242.90 6,301.30
November ,5,213.87 5 168.76 7,054.65 5,031.62
December 4,930.79 6,234.68 6,708.86 6,637.89
Total: $59,175.49 $62,678.63 $93,043.64 $71,614.63 $123,044.84
2 Hotels reporting beginning in December 2017.
Active Environmental Program Tracking
Kirby- Former CRI ` Project Total: 61,483.50
Contract$104,200 910.00 11/30/17 `Labor: Frank Clark, Michael Henn
788.00 12/31/17 Labor: Frank Clark, Clay Snider
Labor: Frank Clark, Michael Henn,Joshua Hopper,Samuel Lewis,
6,421.80 1/31/18 Trey Nelson, Clay Snider
Other Subcontractors: Laboratory, Supplies/Permits, Other
14,442.16 1/31/18 Subcontractors
11.16 1/31/18'' Misc.Supplies
1 1 659.50 1/31/181 Vehicle / Equipment
Labor: Frank Clark,Trudy Hasan,Joshua Hopper,Samuel Lewis, Clay
2,005.30 2/28/18 Snider
874.00 2/28/181 Laboratory
519.50 3/31/18 Labor: Trey Nelson, Clay Snider
1,824.00 4/30/18 Subsurface Investigation-Labor: Clay Snider
Add'I Subsurface Investigation - Labor: Frank Clark,Joshua Hooper,
3,815.75 4/30/181 Samuel Lewis,James Maxwell,Trey Nelson, Clay Snider
Subcontractors: Laboratory-$989; Drilling-$6,463;
12,385.33 4/30/18 Supplies/Permits/Regulatory Fees-$103.33; Other-4,830.
528.88 4/30/18 Vehicle /Equipment
Subsurface Investigation-Labor: Clay Snider,Samuel Lewis,Joshua
1,236.50 5/31/18 Harper, Frank Clark
264.50 5/31/18 lAdd'I Subsurface Investigation-Subcontractors: Laboratory
406.50 7/31/18 MSD- Project Management- Labor: Frank Clark, Clay Snider
648.50 7/31/18 'VCP Application - Labor: Clay Snider, Holly Stockton
429.00 7/31/18, DWS Labor: Trey Nelson, Clay Snider
636.00 : 7/31/181 MSD Application - Labor: Joshua Hooper
384.00 8/31/181 MSD- Project Management- Labor: Clay Snider
165.90 8/31/18: VCP Application- Labor: Frank Clark
212.00 8/31/181 DWS Labor: Joshua Hooper
2,539.50 8/31/18; MSD Application- Labor: Joshua Hooper, Samuel Lewis, Clay Snider
MSD Application Sub-contractors: Laboratory,Aerials/Maps/
2,052.91 8/31/181 Photos
Active Environmental Program Tracking
418.35 9/30/18 MSD-Project Management Labor: Clay Snider
749.60 r 9/30/18 VCP Application - Labor: Frank Clark,Antonia Pachlczuk, Clay Snider
128.00 9/30/18 DWS Labor: Clay Snider
MSD Application- Labor: Joshua Hooper,Samuel Lewis,James
2,878.50 9/30/18 Maxwell,Trey Nelson, Clay Snider
58,967.14 Starting Point 632.00 = 9/30/18 APAR Labor: Trey Nelson
888.00 11/3/18 MSD-Project Management Labor: Clay Snider
`VCP Application - Labor: Clay Snider-$259; Overnight courier-
1,438.86 11/3/18 $29.86;TCEQ Application Fee-$1,150
189.50 11/3/18 MSD Application- Labor: Trey Nelson,Joshua Hooper
61,483.50
Spent Contracted
Total W&M
Expenditures: $61,483.50 $104,200
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 54 February 7 11 2 5 11 6 5 1 7
March 20 28 18 17 30 31 43 33 61 March 8 3 6 3 17 8 3 0 1
April 23 18 29 38 10 57 41 70 49 April 13 1 12 24 7 11 1 1 17
May 26 18 20 22 26 68 101 45 48 May 8 1 0 9 17 4 4 11 7
June 24 19 13 11 9 57 58 98 47 June 12 9 2 5 12 5 1 7 15
July 33 20 19 18 29 36 34 60 63 July 11 2 3 1 14 12 1 1 11
August 24 16 20 19 19 30 25 11 50 August 12 9 6 3 1 5 0 12 0
September 23 22 15 8 17 24 18 46 23 September 0 6 7 6 2 7 0 5 9
October 17 16 28 30 21 32 26 33 45 October 14 4 2 1 9 5 0 0 7
November 13 5 14 18 20 33 11 42 34 November' 5 5 3 2 1 2 0 14 3
December 15 10 16 23 65 38 39 18 Decemberl 1 7 1 4 5 6 0 40
TOTAL 264 201 230 236 280 483 409 507 478 TOTAL 99 60 48 68 100 77 17 104 79
Murphy 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 6 February 10 3 11 8 29 17 31 15 9
March 15 9 6 6 8 4 5 4 0 March 11 9 12 1 13 24 31 23 5
April 12 8 10 23 1 3 8 1 0 April 11 8 4 13 17 12 24 15 2
May 5 11 14 7 7 2 2 0 0 May 13 11 17 10 21 6 21 15 9
June 13 6 19 15 6 7 4 0 0 June 11 8 17 14 16 < 38 25 14 3
July 7 7 16 7 22 4 2 8 1 July 15 7 14 15 30 12 22 17 4
August 3 4 13 15 16 2 21 0 0 August 14 5 19 10 29 41 32 8 6
September 7 4 10 10 3 3 6 0 0 September 3 12 12 17 23 27 20 3 2
October 8 3 16 16 4 0 2 0 0 October 3 8 15 25 18 31 29 10 6
November 7 3 17 5 5 2 6 0 1 November 4 6 9 12 27 26 12 6 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 8 TOTAL 118 98 148 149 280 260 274 132 67
Fi
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 30 27 29 24 23 35 18 13 8 14 221
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 Railroad Addition, Lot 15R-0.402 ac 2 lots
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 Woodbridge 21 - 104.174 ac- 367 lots
Braddock Place Phase 4-25.608 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
Mansions at Wylie Seniors - 13.125 ac 1 Lot
Schupbach Estates -0.633 ac. 2 Lots
Wooded Creek Phase 2 Amenity Center-0.512 ac 1 Lot Sa hse Pending; Developme i
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
Bozman Farms Phase 5-69.071 ac 198 Lots Geckler Addition - 14.274 ac 1 Lot
Inspiration Phase 3 and 4- 107.83 ac Reyes estates- 3.61 ac 2 Lots
Russell Addition-0.16 ac 1 lot Creeks Crossing -3.187 ac 2 Lots
Oaks Addition -0.304 ac 1 lot Keeley's Corner ETJ -5.421 ac
Keller's 2nd Addition -0.289 ac 1 lot Kingdom Court Phase 1- 11.048 ac-10 lots
Serene Villas-21 ac 67 with 3 lots Creekwood Estates - 15.717 ac 20 Lots
New Haven at Wylie-3.1 ac 1 lot J Cubed Addition 1.841 ac
LewisRanch Phase 128.58 ac 97 lot Creekwood Country Estates-21.34 ac 22 lots
Bozman Farm Phase 7-77.3695 ac 195 w/3 open
Redwood at the Lake Phase 2-30.58 ac
Southside Addition-0.6428 ac
•
ylie cono is I evelop ent Corporation
E ORA DU
TO: WEDC Board of Directors
FROM: Sam Satterwhite, Executive Director SUBJECT: Future Agenda Items
DATE: December 4, 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.