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06-06-2019 (WEDC) Agenda Packet
v �9 • Ti I F EETI G ECONOMIC DEVELOPMENT CORPORATION Special eeting Agenda June 6, 2019—6:30 A.M. WEDC Offices—Conference Room 250 South Highway 78—Wylie, Texas Bryan Brokaw..... ......... . ........ ......... . ..... . ......... .......... ......• President Todd Wintters...... . ........ ......... ......... . ...,..... . .,...... ......... ......... . . ..........Vice President John Yeager Secretary Marvin Fuller....... ......... .... ...>. .......... ....,.... ..... ........,Treasurer Demond Dawkins ........ ..... . ..... ,.. ,.. .,... .. .. . .. .. .. ...; ..... .. ... .. .....:. . . ,.. ...;,Board Member Eric Hogue,Mayor.......... ..... .... .. .. ....... .. ...,. . .......;... . ,... . ..,........:..Ex-Officio Member Chris Hoisted,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.wyllelexas.Say within the required time frame. CALL TOO' I ER 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 May 15, 2019 Minutes of the WEDC Board of Directors Meeting. II. Consider and act upon a Performance Agreement between the WEDC and E&H Industries, L.L.C. III. Consider and act upon ratification of a Residential Contract for the purchase of real property located at 503 S. Ballard and further authorize WEDC President Brokaw to execute all documentation necessary to effectuate the transaction. IV. Consider and act upon ratification of a Purchase Sale Agreement between the WEDC and The Kansas City Southern Railway Company for the purchase of an approximate 2.563 acre 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 the same tract of land as WEDC—Agenda June 6, 2019 Page 2 of 3 described in deed to Gulf Colorado & Santa Fe Railway Company, recorded in Volume 30, Pages 470-471, Deed Records, Collin County, Texas and further authorize WEDC President Brokaw to execute all documentation necessary to effectuate the transaction. V. Consider and act upon an Amendment to Performance Agreement between the WEDC and Cross Development, LLC VI. Consider and act upon an Amendment to Performance Agreement between the WEDC and SCSD-Finnell, Ltd. VII. Consider and act upon issues surrounding the relocation of a NTMWD 42"water distribution line impacting potential commercial development at State Highway 78 and Brown Street. DISCUSSION ITEMS VIII. Discuss issues surrounding the FY 2019 - 2020 WEDC Budget. IX. Discussion of issues to be placed on a future WEDC Board Meeting agenda(no substantial consideration/discussion allowed). EXECUTIVE SESSION If during the course of the meeting covered by this notice, the Wylie Economic Development Corporation(WEDC) should determine that a closed or executive meeting or session of the WEDC Board, or a consultation with the attorney for the City, should be held or is required, then such closed or executive meeting or session or consultation with attorney as authorized by the Texas Open Meetings Act, Texas Government Code§551.001 et. seq., will be held by the WEDC Board at the date, hour, and place given in this notice as the WEDC Board may conveniently meet in such closed or executive meeting or session or consult with the attorney for the City concerning any and all subjects and for any and all purposes permitted by the Act, including, but not limited to, the following sections and purposes: Texas Government Code Sections: §551.071 —Private consultation with an attorney for the City. §551.072—Discussing purchase, exchange, lease or value of real property. §551.074—Discussing personnel or to hear complaints against personnel. §551.087—Discussing certain economic development matters. §551.073 —Discussing prospective gift or donation to the City. §551.076—Discussing deployment of security personnel or devices or security audit. 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 • State Highway 78 & Skyview • State Highway 78 & Alanis • State Highway 78 & F.M. 544 WEDC—Agenda June 6, 2019 Page 3 of 3 Section 551.087;(Economic Development) of the Local Government Code, Vernon's Texas Code Annotated(Open Meetings Act). Deliberation regarding commercial or financial information that the WEDC has received from a business prospect and to discuss the offer of incentives for: • Project 2013-3a • Project 2017-12b • Project 2018-8b • Project 2019-6a ' CONVENE INTO OPEN MEETING Take any action as a result from Executive Session ADJOU' MENT CERTIFICATION 1 cert that this Notice of Meeting was posted on the 315` day of May 2019 at 5:00 p.m. as required by law in accordance with Section 551.042 of the Texas Government Code and that the appropriate news media was contacted As a courtesy, this agenda is also posted on the City of Wylie website: www.wylietexas.gov. Stephanie Storm,City Secretary Date Notice Removed Minutes Wylie Economic Development Corporation Board of Directors Meeting Wednesday, May 15, 2019—6:30 A.M. WEDC Offices—Conference Room 250 South Highway 78—Wylie, Texas CALL TOO ' PER Announce,the presence of a Quorum President Bryan Brokaw called the meeting to order at 6:31 a.m. Board Members present were Todd Wintters, John Yeager, Demond Dawkins, and Marvin Fuller. Ex-officio members Mayor Pro Tem Jeff Forrester and City Manager Chris Holsted were present. WEDC staff present was Executive Director Sam Satterwhite, Assistant Director Jason Greiner, and Senior Assistant Angel Wygant. INVOCATION & PLEDGE OF ALLEGIANCE Board Member John Yeager 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 April 17, 2019 Minutes of the Wylie Economic Development Corporation (WEDC) Board of Directors Meeting. MOTION: A motion was made by Demond Dawkins and seconded by Todd Wintters to approve the April 17, 2019 Minutes of the Wylie Economic Development Corporation. The WEDC Board voted 5 —FOR and 0— AGAINST in favor of the motion. ITEM NO.2—Consider and act upon approval of the April 2018 WEDC Treasurers Report. Staff reviewed the Treasurers Report and called the Board's attention to the following highlights: Sales Tax Receipts continue to rise with $274,299 received in April representing a 35% increase over 2018 receipts. It should be noted that a <$64,250> audit adjustment from the Texas Comptroller's Office occurred in May 2018. Without the adjustment, year-over-year sales tax would have increased 2.4%. WEDC—Minutes May 15, 2019 Page 2 of 4 During the month of April, the WEDC funded$97,990.92 in incentives to SAF Holland and Clark Street Development. In addition,the WEDC completed the 'Nursing Home' asbestos remediation and purchased property located at 208 N. 2nd Street. Mr. Fuller requested that staff prepare a cash flow analysis for a future meeting to prepare for a decreased cash position. MOTION: A motion was made by Todd Wintters and seconded by John Yeager to approve the April 2019 Treasurer's Report for the Wylie Economic Development Corporation. The WEDC Board voted 5 — FOR and 0 — AGAINST in favor of the motion. ITEM NO. 3—Consider and act upon issues surrounding a Performance Agreement between the WEDC and Ashishkumar& Vidita Patel. As reported at the April 5th Board Meeting,staff approached Mr.Patel to facilitate the development of improved parking benefitting property located at 308 N. Ballard Ave. Staff was able to confirm that with WEDC assistance, Mr. Patel will provide six parking spaces to the east of the 1,250 square foot office. As directed in Executive Session, staff negotiated with Mr. Patel for the removal of the wood- framed structure east of the office. New to the discussions, and as reflected in the proposed Agreement, staff proposed the Board consider funding removal of the structure at a cost of$1,500. The $1,500 figure was developed by a quote from Intercon Demolition. The reimbursement incentive for parking improvements available to Mr. Patel is 50% of the estimated costs up to a maximum $10,000. The low bid received by Mr. Patel is $24,300. The maximum reimbursement incentive to Mr. Patel for both parking and demolition is proposed at $11,500. MOTION: A motion was made by Todd Wintters and seconded by Demond Dawkins to enter into a Performance Agreement with Ashishkumar & Vidita Patel to provide up to $11,500 in reimbursements for demolition and qualified infrastructure assistance. The WEDC Board voted 5 — FOR and 0 — AGAINST in favor of the motion. DISCUSSION ITEMS ITEM NO. 4—Discuss issues surrounding the FY 2019-2020 WEDC Budget. Staff presented a first draft of the FY 2019 - 2020 WEDC Budget to the Board and sought input from Board Members prior to a second Budget Work Session tentatively scheduled for June 4th. As is the case every year, staff has worked closely with Finance to develop an accurate Beginning Fund Balance being that the WEDC budgets to have those monies available for the following year and bases its expenditures on the same. WEDC—Minutes May 15, 2019 Page 3 of 4 The WEDC has estimated $5,818,412 in available resources including a beginning fund balance of$327,291. Sales Tax projections are typically estimated in March. At that time, year-end receipts for FY 2018 —2019 were calculated at $2.82 mm, or a 10% gain over FY 2018 —2019. From the year- end total, staff has budgeted for a conservative 5% growth rate for FY 2019—2020 creating sales tax projections of$2,960,895. In FY 2018 —2019, staff had budgeted for the sale of the WEDC pad site on Highway 78. With no contract pending, staff has carried that sale over to FY 2019 — 2020 along with the potential sale of a pad site within the 544 Gateway property which is experiencing significant activity. In addition to operating funds for FY 2019-2020, Incentives for known projects are $1,016,889 with $500,000 allocated for future projects which arise during the budget year. $1,415,325 will be allocated to debt service with three loans being retired in FY 2018 - 2019 and two loans transitioning to P&I in FY 2019 - 2020. Finally, $575,000 will be allocated to Street & Alleys for development costs associated with the Brown& 78 site. Staff indicated a second Budget Work Session will be held in June with a final draft being presented to Council on July 1 ith. ITEM NO. 5 -Review issues surrounding WEDC Performance Agreement Summary, Hotel Occupancy Tax, environmental activity summary, Jackson Street alley project, 78/Brown redevelopment update, ICSC RECon 2019, active project summary, and regional housing starts. Staff updated the Board on WEDC projects and activities noting that year-over-year sales tax receipts received in April were essentially flat over 2017 receipts with Woodbridge Crossing shopping center increasing .89% and Woodbridge Centre decreasing .1%. GT Construction has completed the Jackson Street alley paving will all barricades removed. Striping and general clean-up is all that remains to be done. As reported previously, staff proposed to KCS the purchase of 2.563 acres at Brown and 78 for$6 psf which KCS accepted. With that development, staff has contacted Collin County and begun the process to acquire the County-owned 1.2260 acres adjacent to the KCS tract. As well,TxDOT notified the WEDC that it would sell approximately 0.3 acre at the corner with the WEDC currently processing an appraisal and survey. The WEDC has closed on both Swayze tracts. Staff will be attending the Annual ICSC Recon conference May 18—22 and will report activity to the Board at the next Board Meeting. New Housing starts remain strong with thirty-seven new homes permitted in Wylie in April. WEDC—Minutes May 15, 2019 Page 4 of 4 ITEM NO. 6 — Discussion of issues to be placed on a future WEDC Board Meeting agenda (no substantial consideration/discussion allowed). No Board Member requested that an item be placed on a future agenda. EXECUTIVE SESSION Recess into Closed Session at 7:43 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 • State Highway 78 & Ballard • State Highway 78 & Skyview • State Highway 78 & Alanis • State Highway 78 & F.M. 544 Section 551.087 (Economic Development) of the Local Government Code, Vernon's Texas Code Annotated(Open Meetings Act). Deliberation regarding commercial or financial information that the WEDC has received from a business prospect and to discuss the offer of incentives for: • Project 2013-3a • Project 2016-1 b • Project 2017-12b • Project 2019-5a • Project 2019-5b RECONVENE INTO OPEN MEETING Take any action as a result from Executive Session The WEDC Board of Directors reconvened into open session at 8:26 a.m. and took no action. • I JOURNMENT With no further business, President Brokaw adjourned the WEDC Board meeting at 8:26 a.m. Bryan Brokaw, President ATTEST: Samuel Satterwhite, Director ylie Econo 'lc I evelop ent Corporation E 0 - A BUM TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Diroot9 SUBJECT: E & H Industries DATE: June 5, 2019 Issue Consider and act upon a Performance Agreement between the WEDC and E&H Industries, L.L.C. Analysis Staff was unable to complete the required documentation for this item. Recommendation Staff recommends that the WEDC Board of Directors table this item to a future Board Meeting. ylie cono ic I evelos ent Corporation E O - A BU TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director SUBJECT: Residential Contract DATE: June 3, 2019 Issue Consider and act upon ratification of a Residential Contract for the purchase of real property located at 503 S. Ballard and further authorize WEDC President Brokaw to execute all documentation necessary to effectuate the transaction. Analysis Attached for Board review is an executed Residential Contract between the WEDC and Mr. Gary Braley for the purchase of Lot 11, Block A of the Butler Subdivision (503 S. Ballard) for a purchase price of$175,000. As per the direction provided in Executive Session, staff executed the contract and further provided the opportunity for Mr. Braley to occupy the property for up to twelve months from closing at no cost other than utilities and maintenance. The subject property represents a key acquisition for WEDC/City redevelopment efforts on South Ballard. In 2015, the WEDC (in partnership with the Wylie City Council) acquired 6 residential lots from the Birmingham Land Trust totaling 1.12 acre which abuts the Braley tract to the south. In 2019, the WEDC purchased a 0.2-acre residential lot adjacent to the south of the 'Trust' lots creating a total contiguous ±1.5-acre tract including the Braley property. With the multi-family development to the north and no identifiable need to continue south, staff believes acquisition for redevelopment in this area is complete. Recommendation Staff recommends that the WEDC Board of Directors ratify a Residential Contract for the purchase of real property located at 503 S. Ballard in the amount of $175,000 and further authorize WEDC President Brokaw to execute all documentation necessary to effectuate the transaction. Attachments Residential Contract ��z��zu PROMULGATED BY THE TEXAS REAL ESl7\TE [O�4MIS6ION ��N� �� ����% ������� ���������W���� �������� '���� ���' �� ~@~ (RESALE)^ 0��l NOTICE: Not For Use For Condominium Transactions °���W 1.PARTIES: The parties to this contract are G (Seller) and Wylie Economic Development Corporation-gAnLjouts Braley SeUeragreesto sell and convey to Buyer an Buyer �greesto �uy-��rn Seller Property below. ` defined 2LPROPERTY: The land, improvements and accessories are collectively referred to as the "Property". A. LAND: Lot 11 . BlockA , Butler Subdivision Addition, City of Wylie , County ufCollinTexas, known as-503SBallard Ave,Wylie,Texas (address/zip code), or as described on attached exhibit. B. IMPROVEMENTS: The house, garage and all other fixtures and improvements attached to the above-described real property, including without limitation, the following permanently installed and built-in items, if an U equipment and appliances, valances, awnings, wall-to-wall carpeting, mirrors, ceiling fans, attic fans, mail boxes, television antennas, mounts and brackets for televisions and speakers, heating and air-conditioning units, security and fire detection equipment, wiring, plumbing and lighting fixtures, chandeliers, water softener kitchen equipment, garage door openers, cleaning equipment, shrubbery, landscaping, outdoor cooking equipment, and all other property owned by Seller and attached to the above described real property. C. ACCESSORIES: The following described related accessories, if any: window air conditioning units, stove, fireplace screens, curtains and rods, blinds, window shades, draperies and rods, door keys, mailbox keys, above ground pool, swimming pool equipment and maintenance accessories, artificial fireplace logs, and controls for: (i) garage doors, (ii) entry gates, and (|ii) other improvements and accessories. D. EXCLUSIONS: The following improvements and accessories will be retained by Seller and must be removed prior to delivery of possession: E. RESERVATIONS: Any reservation for oil, gas or other minerals, water, timber, or other interests is made in accordance with an attached addendum. 3. SALES PRICE: A. Cash portion of Sales Price payable by Buyer at closing —......,................ $ 175.000 � B. Sum of all financing described in the attached: 0 Third Party Financing Addendum, LJ Loan Assumption Addendum, LJ Seller Financing Addendum ..........,... $ O [. Sales Price (Sum of A and B)..... .........'.^~................ ~......^ ..........^~.... $ - 175,000_ 4. LICENSE HOLDER DISCLOSURE: Texas |avv requires a real estate license holder who is a party to a transaction or acting on behalf of a spouse, parent child, business entity in which the license holder owns more than 10%, or a trust for which the license holder acts as a trustee or of which the license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other party in writing before entering into a contract of sale. Disclose if applicable: � S. EARNEST MONEY: Within 3 days after the Effective Date, Buyer must deliver $ �5.0nnas earnest money to_LawyersTitle Cmmpamv _ , as escrow agent, at 250 S.ftuway?$,Wylie,Texas�r50W (address). Buyer shall deliver additional earnest money of$ _ 0 to escrow agent within days after the Effective Date of this contract. If Buyer fails to deliver the earnest money within the time required, Seller may terminate this contract or exercise Seller's remedies under Paragraph 15, or both, by providing notice to Buyer before Buyer delivers the earnest money. If the last day to deliver the earnest money hs||s on a Saturday, Sunday, or legal holiday, the time to deliver the earnest money is extended until the end of the next day that is not a Saturday, Sunday, or legal holiday. rime is of the essence for this paragraph. 6.TIl[LE POLICY AND SURVEY: A. TITLE POLICY: Seller shall furnish to Buyer at Q Seller's 0 Buyer's expense an owner policy of title insurance (Title Policy) issued by Lawyers Title Company (Tide Company) in the amount of the Sales Price, dated at or after closing, insuring Buyer against |nas under the provisions of the Title Policy, subject to the promulgated exclusions (including existing building and zoning ordinances) and the following exceptions: | 1 Reathdciwm covenants connrnmr bo the platted subdivision in which the Property is located. (Z)The standard printed exception for standby fees, taxes and assessments. Conti-act[ono,nmg . 503�lBw . _ Page zmzo 2'12'18 (Address of Property) (3) Liens created as part of the financing described in Paragraph ]. (4) Uti|ity easements created by the dedication deed or plat of the subdivision in which the Property is located. (5) Reservatimns or exceptions otherwise permitted by this contract or as may be approved by Buyer inwriting. (6)The standard printed exception as to marital rights. (7)The standard printed exception as to waters, tidelands, beaches, streams, and related matters. (8)The standard printed exception as to discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, ur overlapping improvements: Hi will not he amended or deleted fromthe title policy; or Ui) will be amended to read, ''shortages in area" at the expense of [JBuynrUSe8er. (g)ƒha exception or exclusion regarding minerals approved by the Texas Department of Insurance. 8. COMx4ITMENT: Within ZO days after the Title Company receives a copy of this contract, Seller shall furnish to Buyer commitment for title insurance (Commitment) and, at Buyer's expense, legible copies of restrictive covenants and documents evidencing exceptions in the � Commitment (Exception Documents) other than the standard printed exceptions. Seller authorizes the Title Company to de/iverthe Commitment and Exception Documents to Buyer at Buyer's address shown in Paragraph 31. If the Commitment and Exception Documents are not delivered to Buyer within the specified time, the time for delivery will be automatically extended up to 15 days or 3 days before the Closing Date, whichever is earlier. If the � Commitment and Exception Documents are not delivered within the time required, Buyer may terminate this contract and the earnest money will be refunded to Buyer. C. SURVEY: The survey must be made by a registered professional land surveyor acceptable to the Title Company and Buyer's |e d ( (Check one box only) LJ(1)VVith|n days after the Effective Data of this contract, Seller shall furnish to Buyer and Title Company Seller's existing survey of the Property and a Residential Real Property Affidavit promulgated by the Texas Department of Insurance (T'47Affidavit). 0ySeUUmr fails to furnish the existing survey or affidavit within the time prescribed, Buyer shall obtain a new survey at Seller's expense no later than 3 days prior to Closing Date. If the existing survey or affidavit is not acceptable to Title Company or Buyer's |end s), Buyer shall obtain a new survey at U6e||er's LJ8uyer's expense no later than 3 days prior to Closing Date. 0(2)VVithin 21 days after the Effective Date of this contract, Buyer shall obtain a new sun/ay at Buyer's expense. Buyer is deemed to receive the survey on the date of actual receipt or the date specified in this paragraph, whichever is earlier. LJ(3)Within days after the Effective Date of this contract, Seller, at Seller's expense shall furnish a new survey to Buyer. D.O8]E[TlON5: Buyer may object in writing to defects, exceptions, or encumbrances totitle: disclosed on the survey other than items 6A(1) through (7) above; disclosed in the Commitment other than items 6A(1) through (9) above; or which prohibit the following use or activity: Buyer must object the earlier )the Closing Date or (U) 68 days Ma Buyer receives the Commitment, Exception Documents, and the survey. Buyer's failure to object within the time allowed will constitute a waiver of Buyer's right to object; except that the recuirements in Schedule C of the Commitment are not waived by Buyer. Provided Seller is not Oligated to incur any expense, Seller shall cure any timely objections of Buyer or any third party lender within 15 days after Seller receives the objections (Cure Period) and the Closing Date will be extended as necessary. If objections are not cured within the Cure Period, Buyer may, by delivering notice to Seller within 5 days after the end of the Cure Period: (i) terminate this +w."uct and the earnest ".w"cv will be ,00vueu to Buyer; or ,/ the objections. u Buyer does not term�nate within the time required, Buyer shall be deemed to have waived the ob lections. If the Commitment or Survey is revised or any new Exception Document(s) Is delivered, Buyer may object to any new matter revealed in the revised Commitment or Survey or new Exception Document(s) within the same time stated in this paragraph to make ob'ections beginning when the revised Commitment, Survey, or Exception Document(s) Is deiivered to Buyer. E. TITLE NOTICES: (1) ABST9A[T OR TITLE POLICY: Broker advises Buyer to have an abstract of title covering the Property examined by an attorney o[ Buyer's selection, or Buyer h |d be furnished with or obtain a Title Policy. If a Title Policy is furnished, the Commitment should be promptly iewed by an attorney of Buyer's choice due to the time limitations on Buyer's righttoobject (2) MEMBERSHlP IN PROPERTY OWNERS ASSOCI (S): The Property Uis Wis not � —/ --7 Initialed for identification by 8 and 5e||err _,, TREC NO. 20-14 Contract Concerning503 S. Ballard (Address Wylie,f Property) 75098 Page 3 of 10 2-12-18 subject to mandatory membership In a property owners association(s). If the Property is subject to mandatory membership in a property owners association(s), Seller notifies Buyer under §5.012, Texas Property Code, that, as a purchaser of Property in the residential community identified in Paragraph 2A in which the Property is ocated, you are obligated to be a member of the property owners association(s). Restrictive covenants governing the use and occupancy of the Property and all dedicatory instruments governing the establishment, maintenance, or operation of this residential community have been or will be recorded In the Real Property Records of the county in which the Property is located. Copies of the restrictive covenants and dedicatory instruments may be obtained from the county clerk. You are obligated to raav assessments to the proper;v owners essociatinn(s). The amount of the assessments is subiect to changes Your failure to pay the assessment could result in enforcement of the association's lien on gnd the foreclosure of the Property, Section 207.003, Property Code, entitles an owner to receive copies of any document that governs the establishment, maintenance, or operation of a subdivision, including, but not limited to, restrictions, bylaws, rules and regulations, and a resale certificate from a property owners' association. A resale certificate contains information including, but not limited to, statements specifying the amount and frequency of regular assessments and the style and cause number of lawsuits to which the property owners' association is a party, other than lawsuits relating to unpaid ad valorem taxes of an individual member of the association. These documents must be made available to you by the property owners' association or the association's agent on your request. If Buyer is concerned about these matters, the TREC promulgated Addendum for Property Subject to Mandatory Membership in a Property Owners Association(s) should be used. (3) STATUTORY TAX DISTRICTS: If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fee of the district prior to final execution of this contract. (4)TIDE WATERS: If the Property abuts the tidally influenced waters of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be included in the contract. An addendum containing the notice promulgated by TREC or required by the parties must be used. (5) ANNEXATION: If the Property is located outside the limits of a municipality, Seller notifies Buyer under §5.011, Texas Property Code, that the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Property for further information. (6) PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER: Notice required by §13.257, Water Code: The real property, described in Paragraph 2, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned Buyer hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in Paragraph 2 or at closing of purchase of the real property. (7) PUBLIC IMPROVEMENT DISTRICTS: If the Property is in a public improvement district, §5.014, Property Code, requires Seller to notify Buyer as follows: As a purchaser of this parcel of real property you are obligated to pay an assessment to a municipality or county for an improvement project undertaken by a public improvement district under Chapter 372, Local Government Code. The assessment may be due annually or in periodic installments. More information concerning the amount of the assessment and the due dates of that assessment may be obtained from the municipality or county levying the assessment. The amount of the assessments is subject to change. Your failure to pay the assessments could result in a lien on and the foreclosure of your property. (8)TRANSFER FEES: If the Property is subject to a private transfer fee obligation, §5.205, Property Code, requires Seller to notify Buyer a 1 follows: The private transfer fee Initialed for identification by Buy and Seller TREC NO. 20-14 Contract Concerning 503 S. Ballard Ave,Wylie,Texas 75098 Page 4 of 10 2-12-18 (Address of Property) obligation may be governed by Chapter 5, Subchapter G of the Texas Property Code. (9) PROPANE GAS SYSTEM SERVICE AREA: If the Property is located in a propane gas system service area owned by a distribution system retailer, Seller must give Buyer written notice as required by §141.010 Texas Utilities Code. An addendum containing the notice approved by TREC or required by the parties should be used. (10) NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 7.PROPERTY CONDITION: A. ACCESS, INSPECTIONS AND UTILITIES: Seller shall permit Buyer and Buyer's agents access to the Property at reasonable times. Buyer may have the Property inspected by inspectors selected by Buyer and licensed by TREC or otherwise permitted by law to make inspections. Any hydrostatic testing must be separately authorized by Seller in writing. Seller at Seller's expense shall immediately cause existing utilities to be turned on and shall keep the utilities on during the time this contract is in effect. B. SELLER'S DISCLOSURE NOTICE PURSUANT TO §5.008, TEXAS PROPERTY CODE (Notice): (Check one box only) ❑ (1) Buyer has received the Notice. m (2) Buyer has not received the Notice. Within 14 days after the Effective Date of this contract, Seller shall deliver the Notice to Buyer. If Buyer does not receive the Notice, Buyer may terminate this contract at any time prior to the closing and the earnest money will be refunded to Buyer. If Seller delivers the Notice, Buyer may terminate this contract for any reason within 7 days after Buyer receives the Notice or prior to the closing, whichever first occurs, and the earnest money will be refunded to Buyer. ❑ (3)The Seller is not required to furnish the notice under the Texas Property Code. C. SELLER'S DISCLOSURE OF LEAD-BASED PAINT AND LEAD-BASED PAINT HAZARDS is required by Federal law for a residential dwelling constructed prior to 1978. D. ACCEPTANCE OF PROPERTY CONDITION: "As Is' means the present condition of the Property with any and all defects and without warranty except for the warranties of title and the warranties in this contract. Buyer's agreement to accept the Property As Is under Paragraph 7D(1) or (2) does not preclude Buyer from Inspecting the Property under Paragraph 7A, from negotiating repairs or treatments in a subsequent amendment, or from terminating this contract during the Option Period, if any. (Check one box only) G3 (1)Buyer accepts the Property As Is. ❑ (2)Buyer accepts the Property As Is provided Seller, at Seller's expense, shall complete the following specific repairs and treatments: (Do not insert general phrases, such as "subject to 'Inspections" that do not Identify specific repairs and treatments.) E. LENDER REQUIRED REPAIRS AND TREATMENTS: Unless otherwise agreed in writing, neither party is obligated to pay for lender required repairs, which includes treatment for wood destroying insects. If the parties do not agree to pay for the lender required repairs or treatments, this contract will terminate and the earnest money will be refunded to Buyer. If the cost of lender required repairs and treatments exceeds 5% of the Sales Price, Buyer may terminate this contract and the earnest money will be refunded to Buyer. F. COMPLETION OF REPAIRS AND TREATMENTS: Unless otherwise agreed in writing: (i) Seller shall complete all agreed repairs and treatments prior to the Closing Date; and (ii) all required permits must be obtained, and repairs and treatments must be performed by persons who are licensed to provide such repairs or treatments or, if no license is required by law, are commercially engaged in the trade of providing such repairs or treatments. At Buyer's election, any transferable warranties received by Seller with respect to the repairs and treatments will be transferred to Buyer at Buyer's expense. If Seller falls to complete any agreed repairs and treatments prior to the Closing Date, Buyer may exercise remedies under Paragraph 15 or extend the Closing Date up to 5 days if necessary for Seller to complete the repairs and treatments. G. ENVIRONMENTAL MATTERS: Buyer is advised that the presence of wetlands, toxic substances, including asbestos and wastes or other environmental hazards, or the presence of a threatened or endangered species or its habitat may affect Buyer's intended use of the Property. If Buyer is concerned about these matters, an addendum promulgated by TREC or required by the parties should be used. Initialed for identification by Buyer''~ and Seller1 - TREC NO. 20-14 Contract Concerning 50.3SBallard (Address of'Prop"erty) H. RESIDENTIAL SERVICE CONTRACTS: Buyer may purchase a residential service contract from a residential service company licensed by TREC. If Buyer purchases a residential service contract, Seller shall reimburse Buyer at closing for the cost of the residential service contract in an amount not exceeding $,,, 1 . Buyer should review any residential service contract for the scope of coverage, exclusions and limitations. The purchase of a *esnsamunax service contract is optional. Similar coverage may be � � purchased from various companies authorized to do business in Texas. � S. BRO0KERS^ FEES, All obligations ofthe parties for payment ofbrokers'hees are contained in separate written agreements. 9.CLOSIwNG: A. The dosing of the sale will be on or before August 2, 20 19 or within 7 days after objections made under Paragraph 6D have been cured or waived, whichever date is later (Closing Date). If either party fails to close the sale by the Closing Date, the non- 8. Atdefaulting party may exercise the remedies contained in closing: ' ' Paragraph t B d showingadditional --' ---- conveying title -- -- Property` s to those permitted in Paragraph 6 and furnish tax statements or certiflcates showing no delinquent taxes on the Property. (2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent.(3) Seller and Buyer shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents reasonably required for the closing of the sale and the issuance of the Title Policy. (4)There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds uriless securing the payment of any loans assumed by Buyer and assumed loans will not be in default. (5)If the Property is subject to a residential lease, Seller shall transfer security deposits (as defined under §92.102, Property Code), if any, to Buyer. In such an event, Buyer shall deliver to the tenant a signed statement acknowledging that the � Buyer has acquired Property and is responsible for the return of the security deposit, and specifying the exact dollar amount of the security deposit. 10. POSSESSION: A. Buyer's Possession: Seller shall deliver to Buyer possession of the Property in its present or required condition, ordinary wear and tear excepted: @upon closingd funding Claccording to a temporary residential lease form promulgated by TREC or other written lease required by the parties. Any possession by Buyer prior to closing or by Seller after closing which is not authorized by a written lease will establish a tenancy at sufferance relationship between the parties. Consullt your insurance agent prior to change of ownership and possession because insurance coverage may be limited or terminated. The absence of a written lease or appropriate insurance coverage may expose the parties to economic loss. B. ------' (1)A[tertha Effective Date, Seller may not execute any lease (including but not limited to mineral leases) or convey any interest in the Property without Buyer's written consent. � � (2) If the Property is subject to any lease to which Seller is a party, Seller shall deliver to Buyer copies of the lease(s) and any move-in condition form signed by the tenant within 7 days after the Effective Date of the contract. 11. SPECIAL PROVISIONS: (Insert only factual statements and business details applicable to the sale. TRE[ rules prohibit Uoeoye holders from adding factual statements or business details for which a contract addendum, lease nr other form has been promulgated by TRE[ for mandatory use.) Buyer is responsible for Sellers closing costs save and except prior year taxes due and any bank loan payoff amount. Seller may occupy property as Seller's primary residence for a period of up to Twelve(12)months from closing at no cost save and except utilities,maintenance and other personal use expenses. 12. SETTLEMENT AND OTHER EXPENSES: A. The following expenses must be paid atorprior to closing: (1) Expenses payable b Seller (Seller's Ex ) (a) Releases of existing liens, including prepayment penalties and recording fees; release of Seller's loan liability; tax statements or certificates; preparation of deed; one-half of escrow fee; and other expenses payable by Seller d this t c1 (b) Seller shall also pay an amount not to exceed $ n/a to be applied in the following order: Buyer'swhich frmn� pay|ngbyFHA, VA, Texas Veterans Land Board or other governmental loan programs, and then to other Buyer's Expenses as allowed bythe |mnder Initialed|for identification by|Bm and Seller � TREC NO. 2O-14 ontract Concerning 503 S. Ballard Ave,Wylie,Texas 75098 9 Page 6 of 10 2-12-18 (Address of Property) (2) Expenses payable by Buyer (Buyer's Expenses): Appraisal fees; loan application fees; origination charges; credit reports; preparation of loan documents; interest on the notes from date of disbursement to one month prior to dates of first monthly payments; recording fees; copies of easements and restrictions; loan title policy with endorsements required by lender; loan-related inspection fees; photos; amortization schedules; one- half of escrow fee; all prepaid items, including required premiums for flood and hazard insurance, reserve deposits for insurance, ad valorem taxes and special governmental assessments; final compliance inspection; courier fee; repair inspection; underwriting fee; wire transfer Fee; expenses incident to any loan; Private Mortgage Insurance Premium (PMI), VA Loan Funding Fee, or FHA. Mortgage Insurance Premium (MIP) as required by the lender; and other expenses payable by Buyer under this contract. B. If any expense exceeds an amount expressly stated in this contract for such expense to be paid Dy a party, that party may terminate this contract unless the other party agrees to pay such excess. Buyer may not pay charges and fees expressly prohibited by FHA, VA, Texas Veterans Land Board or other governmental loan program regulations. 13. PRORATIONS: Taxes for the current year, interest, maintenance fees, assessments, dues and rents will be prorated through the Closing Date. The tax proration may be calculated taking into consideration any change in exemptions that will affect the current year's taxes. If taxes for the current year vary from the amount prorated at closing, the parties shall adjust the prorations when tax statements for the current year are available. If taxes are not paid at or prior to closing, Buyer shall pay taxes for the current year. 14. CASUALTY LOSS: If any part of the Property is damaged or destroyed by fire or other casualty after the Effective Date of this contract, Seller shall restore the Property to its previous condition as soon as reasonably possible, but in any event by the Closing Date. If Seller fails to do so due to factors beyond Seller's control, Buyer may (a) terminate this contract and the earnest money will be refunded to Buyer (b) extend the time for performance up to 15 days and the Closing Date will be extended as necessary or (c) accept the Property in its damaged condition with an assignment of insurance proceeds, if permitted by Seller's insurance carrier, and receive credit from Seller at closing in the amount of the deductible under the insurance policy. Seller's obligations under this paragraph are independent of any other obligations of Seller under this contract. 15. DEFAULT: If Buyer fails to comply with this contract, Buyer will be in default, and Seller may (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this contract and receive the earnest money as liquidated damages, thereby releasing both parties from this contract. If Seller fails to comply with this contract, Seller will be in default and Buyer may (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this contract and receive the earnest money, thereby releasing both parties from this contract. 16. MEDIATION: It is the policy of the State of Texas to encourage resolution of disputes through alternative dispute resolution procedures such as mediation. Any dispute between Seller and Buyer related to this contract which is not resolved through informal discussion will be submitted to a mutually acceptable mediation service or provider. The parties to the mediation shall bear the mediation costs equally. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 17. ATTORNEY'S FEES: A Buyer, Seller, Listing Broker, Other Broker, or escrow agent who prevails in any legal proceeding related to this contract is entitled to recover reasonable attorney's fees and all costs of such proceeding. 18. ESCROW: A. ESCROW: The escrow agent is not (i) a party to this contract and does not have liability for the performance or nonperformance of any party to this contract, (ii) liable for interest on the earnest money and (iii) liable for the loss of any earnest money caused by the failure of any financial institution in which the earnest money has been deposited unless the financial institution is acting as escrow agent. B. EXPENSES: At closing, the earnest money must be applied first to any cash down payment, then to Buyer's Expenses and any excess refunded to Buyer. If no closing occurs, escrow agent may: (i) require a written release of liability of the escrow agent from all parties, (ii) require payment of unpaid expenses incurred on behalf of a party, and (iii) only deduct from the earnest money the amount of unpaid expenses incurred on behalf of the party receiving the earnest money. C. DEMAND: Upon termination of this contract, either party or the escrow agent may send a release of earnest money to each party and the parties shall execute counterparts of the release and deliver same to the escrow agent. If either party fails to execute the release, either party may make a written demand to the escrow agent for the earnest money. If only one party makes written demand for the earnest money, escrow agent shall promptly Initialed for identification by Bu and Seller :7/ TREC NO. 20-14 Contract Concerning -5D3D. Ballard Page 7ofzn 2'12'18 (Address of Property) provide of the demand to the other If escrow agent does not receive written objection to the demand from the other party within 15 days, escrow agent may disburse the earnest money to the party making demand reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors, If escrow agent complies with the provisions of this paragraph, each party hereby releases escrow agent from all adverse claims related to the disbursal of the earnest money. D. DAMAGES Any party who escrow agent within 7 days of receipt of the request will be liable to the other party for (i) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. E. NOTICES: Escrowagent's notices will be effective when sent in compliance with Paragraph 21. Notice of objection to the demand will be deemed effective upon receipt by escrow agent. � 19. REPRESENTATIONS: All covenants, representations and warranties in this contract survive dosing. If any representation of Seller in this contract is untrue on the Closing Date, Seller will be in defau|t. Unless expressly prohibited by written agreement, Seller may continue toshow the Property and receive, negotiate and accept back up offers. 20. FEDERAL TAX REQUIREMENTS: If Seller is a "foreign person," as defined by Internal Revenue Code and its regulations, or |f Seller fails to deliver an affidavit or a certificate of non- foreign status to Buyer that Seller is not a "foreign person," then Buyer shall withhold from the sales proceeds an amount sufficient to comply with applicable tax law and deliver the same to the Internal Revenue Service together with appropriate tax forms. Internal Revenue Service regulations require filing written reports if currency in excess of specified amounts is received in the transaction. 21- NOTICES: All notices from one party to the other must be in writing and are effective when mailed to, hand-delivered at, or transmitted by fax or electronic transmission as follows: To Buyer To Seller at: 2508 nighwuy7e ��: o03G� o�na,u wy|ia.Texas 75098 Wylie,Texas 75088 Phone: ( 972 )442-7901 Phone: ( 214 ) 673-5311 Fax: _( ) � Fax: E-mail: eam@yw;ieedc.mom E-mail, 22. AGREEMENT OF PARTIES: This contract contains the entire agreement of the parties and cannot bechanged written agneemnent. Addenda which area part ofthis contract are (Check all applicable boxes): E] Third Party Financing Addendum L3 Environmental Assessment Threatened or Se||erFinandngAddandurn EndanAered Species and VVet|ands *ooenoum Addendum for PropertySubject to Mandatory Membership in a Property L3 Seller's Temporary Residential Lease Owners Association � ' �� Short Sale Addendum L3 8uyersTennporaryResidentia| Leaya �� LoanAssurnptionAddendunn L3 Addendun� for p Seaward of the Gulf Intracoastal Waterway LJ Addendum for Sale o[Other Property by Buyer Ll Addendum for | of Information on Lead-based Paint and Lead- Cj Addendum for Reservation of Oil, Gas based paint Hazards as Required by and Other Minerals Federal Law El Addendum for ''Back-Up" Contract J Addendum for Property |n a Propane Gas Lj Addendum for Coastal Area property System Service Area L] Addendum for Authorizing Hydrostatic Ll Other (list): . Testing .- L) Addendum Concerning Right to —Terminate Due Dueto Lender-sAppnaisa| — � Initialed for identification by Bqyqo� and Seller TREC NO. 20-14 Contract Concerning 503 S. Ballard Ave,Wylie,Texas 75098 _Page 8 of 10 2-12-18 (Address of Property) 23. TERMINATION OPTION: For nominal consideration, the receipt of which Is hereby acknowledged by Seller, and Buyer's agreement to pay Seller $ 10a00 (Option Fee) within 3 days after the Effective Date of this contract, Seller grants Buyer the unrestricted right to terminate this contract by giving notice of termination to Seller within 60 days after the Effective Date of this contract (Option Period). Notices under this paragraph must be given by 5:00 p.m. (local time where the Property is located) by the date specified. If no dollar amount is stated as the Option Fee or if Buyer fails to pay the Option Fee to Seller within the time prescribed, this paragraph will not be a part of this contract and Buyer shall not have the unrestricted right to terminate this contract. If Buyer gives notice of termination within the time prescribed, the Option F e willI_ilot be refunded; however, any earnest money will be refunded to Buyer. The Option Fee lawill ljwill not be credited to the Sales Price at closing. Time is of the essence for this paragraph and strict compliance with the time for performance is required. 24. CONSULT AN ATTORNEY BEFORE SIGNING: TREC rules prohibit real estate license holders from giving legal advice. READ THIS CONTRACT CAREFULLY. Buyer's Seller's Attorney is: nia Attorney is: Phone: ( i Phone: ( ) Fax: i ) Fax: ( ) E-mail: E-mail: EXECUTED the day of /414.`f , 20 m 1 (Effective Date). (BROKER: FILL IN THE DATE OF FINAL ACCEPTANCE.) Buyer ,. Selles ,._ ... Buyer Seller _ __.._.�_ Texas Real Estate Commission. TREC forms.ar..e. The form of this contract has been approved bythe � are intended for use onlybytrained real estate license holders. No representation is made as to the legal T � validity or adequacy of any provision in an specific transactions. It is not intended for complex j transactions. Texas Real Estate Commission, P.O. Box 12188, Austin, TX 78711-2188, (512) 936- 3000 (http://www.trec.texas.gov)TREC NO. 20-14. This form replaces TREC NO. 20-13. TREC NO. 20-14 503 Ballard Ave,Wylie,Texas 75098 Contract Concerning Page 9 of 10 2-12-18 (Address of Property) BROKER INFORMATION (Print name(s) only. Do not sign) n/a n/a Other Broker Firm License No Listing Broker irm License Nor. represents 0 Buyer only as Buyer's agent represents Seller and Buyer as an intermediary U Seller as Listing Broker's subagent ,,t3 Seller only as Seller's agent Associate's Name License No. Listn‘Associateis Name License Noi Associate's Email Address Phone / Listing Associate's Email Address Phone Licensed Supervisor of Associate License No., Licensed Supervisor of Listing Associate License No. , Other Broker's Address Phone Listing Broker's Office Address - Phone City State/ lip City State Zip I Selling Associate's Name License No. Selling Associate's Email Address Phone Licensed Supervisor of Selling Associate License Na. Selling Associate's Office Address State Zip _ Listing Broker has agreed to pay Other Broker 0 of the total sales price whti the Listing Broker's fee is received. Escrow agent is authorized and directed to pay Other Broker from 1 Lis rig Broker's fee at dosing. TREC NO. 20-14 S. Ballard Ave,Wylie,Texas 75098 Contract Concerning 503 Page 10 of 10 2-12-18 (Address of Property) OPTION FEE RECEIPT Receipt of$ (Option Fee) in the form of is acknowledged. Seller or Listing Broker Date EARNEST MONEY RECEIPT Receipt of$ 5,000 Earnest Money in the form of ra- 11 check is acknowledged. d IC Lawyers Title Company k-- t kkkVkkk kt, t L k Escrow Agent Received by Email Address E Date/Tittle AddreaWye1fteafl1p8fl3tphone 250 S. Highway 78 CiltY 7yfl1r73Dtte zp Fax CONTRACT RECEIPT Receipt of the Contract is acknowledged, (,) '."tk I t 11-; k Es vr Lawyers Received by Email Address i•L Date Title Company -n Address 250 S. Highway 18 Phone Wylie, TX 75098 City State Zip Fax ADDITIONAL EARNEST MONEY RECEIPT Receipt of $ additional Earnest Money in the form of is acknowledged. Escrow Agent Receoved by Email Address tiate/Time Address Phone City State Zip Fax TREC NO, 2 0-14 ylie Econo ic P evelop ent Cor s oration E • " A DU TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director SUBJECT: KCS Purchase Sale Agreement DATE: June 3, 2019 Issue Consider and act upon ratification of a Purchase Sale Agreement between the WEDC and The Kansas City Southern Railway Company for the purchase of an approximate 2.563 acre 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 the same tract of land as described in deed to Gulf Colorado & Santa Fe Railway Company, recorded in Volume 30, Pages 470-471, Deed Records, Collin County, Texas and further authorize WEDC President Brokaw to execute all documentation necessary to effectuate the transaction. Analysis Attached for Board review is an executed Purchase Sale Agreement between the WEDC and The Kansas City Southern Railway Company for the WEDC purchase of 2.563 acres generally located at the southwest corner of Brown Street and State Highway 78. The site has approximately 100' of depth and is adjacent to WEDC-owned property to the north and Collin County-owned property to the south. Staff has notified Collin County in writing that the KCS property is under contract and the WEDC intends to exercise its right as the future adjoining property owner to acquire the County property. The purchase price of $669,882 is based upon an appraisal of $6 psf received by KCS for the property. Funds for the acquisition are earmarked within the loan secured from The American National Bank of Texas for the acquisition of properties near the intersection of Brown & 78. Debt service associated with said loan are identified within the FY 2019—2020 WEDC Budget. Recommendation Staff recommends that the WEDC Board of Directors ratify a Purchase Sale Agreement between the WEDC and The Kansas City Southern Railway Company for the purchase of an approximate 2.563 acre 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 the same tract of land as described in deed to Gulf Colorado & Santa Fe Railway Company, recorded in Volume 30, WEDC—KCS June 3, 2019 Page 2 of 2 Pages 470-471, Deed Records, Collin County, Texas and further authorize WEDC President Brokaw to execute all documentation necessary to effectuate the transaction. Attachments Purchase Sale Agreement PURCHASE SALE AG" EMENT sr- Ti ns PURCHASE SALE AGREEMENT ("Agreement") is made and executed this day, of ^ 2019, by and between The Kansas City Southern Railway Company, a Missouri Corpo lion, ("Seller"), and Wylie Economic Development Corporation, a Texas Corporation ("Buyer"). For and in consideration of mutual covenants, Buyer and Seller hereby agree as follows: 1. PROPERTY. For the price, upon, and subject to the terms, conditions and provisions herein, Seller hereby agrees to sell and convey to Buyer and Buyer hereby agrees to purchase from Seller the following (collectively,the"Property"): (1) All right,title,and interest to the land located in the City of Wylie,Collin County, Texas, legally described in Exhibit A, the same being depicted on Exhibit B, both of which are attached hereto and incorporated herein by reference(the"Land"). 2.P 'C' • SE PRICE 2.1 The Purchase Price for the Property is SIX HUNDRED SIXTY NINE THOUSAND EIGHT 'RED EIGHTY TWO and NO/100 DOLLARS($669,882.00). 2.2 A deposit of SIXTY SIX THOUSAND NINE IRED EIGHTY EIGHT and NO/100 DOLLARS ($66,988.00) shall be paid directly to Lawyer's Title Company("Escrow Agent") of Wylie,Texas(250 S. Hwy.78)upon Buyer's execution of this Agreement. Escrow Agent shall place the deposit in its client/trust account(hereinafter referred to as "Deposit"). The Deposit shall be applied to the Purchase Price at Closing,or in the event of a default by Seller or Buyer,then in accordance with this Agreement. 2.3 The Deposit shall be applied to the Purchase Price at Closing, less any sums previously paid to Seller,or as adjusted as herein provided,and shall be made by federal wire transfer of funds,or by certified or cashier's check. 3. OFFER,ACCEPT• CE,CONT' • CT. 3,1 This Agreement, when accepted by Seller, shall constitute a contract and the entire agreement between the parties hereto, and they shall not be bound by any terms, oral or written conditions, statements or representations not contained herein or attached hereto. 3.2 This Agreement may be changed, altered or modified only by an instrument in writing signed by Buyer and Seller. 3.3 This Agreement shall be executed in duplicate,each of which may be treated as an original. 4. TITLE,DEED& S 'VEY. 4.1 On the Closing Date, Seller shall sell and convey to Buyer by deed without warranty of title,express or implied("Deed"),subject to all encumbrances or title exceptions,recorded and unrecorded, of any kind whatsoever("Encumbrances").Title to the Property as aforesaid may be insured as provided in Section 5. 4.2 Buyer shall at Buyer's sole expense, obtain a current ALTA survey of the Property (the "Survey")sufficient to enable the Title Company(as defined in Section 5)to delete the standard exceptions relating to survey matters. 4.3 If requested by Buyer,Title Company shall provide Buyer an Insured Protection or Closing Protection Letter satisfactory to Buyer no less than seven business days prior to the Closing Date. 5. TITLE INS ' • CE. Buyer shall,at Buyer's sole expense have the option of obtaining a title insurance commitment(the "Commitment") issued by Bay Area Title Services LLC or another title company selected by Buyer(the "Title Company"), pursuant to which the Title Company shall agree to issue to Buyer, at Buyer's sole expense, an owner's policy of title insurance(the"Title Policy") on an ALTA OWNER'S POLICY form in the amount of the Purchase Price.A copy of the Commitment shall be provided to Seller upon request. 6. REPRESENTATIONS • I W " • NTIES. 6.1 Except as set expressly forth in this Agreement,the Property is to be sold"as-is,where-is" without any warranties whatsoever as to fitness or condition,whether expressed or implied. Seller makes no representations or warranties with respect to the use,condition,including without limitation the condition of the soils or ground waters of the Property and the presence or absence of toxic materials or hazardous substances on or under the Property, occupation or management of the Property,compliance with applicable statutes, laws,codes,ordinances,regulations or requirements relating to leasing,zoning, subdivision,planning,building,fire, safety,health or environmental matters, compliance with covenants, conditions and restrictions(whether or not of record),other local, municipal,regional, state or federal requirements,or other statutes, laws, codes,ordinances, regulations or requirements, 6.2 (a) Buyer acknowledges that: (i) neither Seller,nor any principal,agent, attorney, employee, broker or other representation of Seller has made any representations or warranties of any kind whatsoever, either express or implied, with respect to the Property or any of such related matters; (ii) that Buyer is not relying on any warranty,representation,or covenants,express or implied,with respect to the property in an"as-is"condition with all faults; (iii) Seller has not made any representations or warranties,and hereby expressly disclaims any such representations and warranties with respect to the use, condition, including without limitation the condition of the soils or ground waters of the Property and the presence or absence of toxic materials or hazardous substances on or under the Property, occupation or management of the Property,compliance with applicable statutes, laws, codes, ordinances,regulations or requirements relating to leasing,zoning, subdivision, planning,building, fire, safety, health or environmental matters,compliance with covenants, conditions and restrictions(whether or not of record), other local, municipal, regional, state or federal requirements, or other statutes, laws, codes,ordinances, regulations or requirements;and iv) Buyer acknowledges that it is knowledgeable in real estate matters,and that having completed the inspections contemplated by this section, Buyer will have made all of the investigations and inspections contemplated herein, Buyer will have made all of the investigation and inspections Buyer deems necessary in connection with its purchase of 2 the Property, and that approval by Buyer of such inspections pursuant to this Agreement will be deemed approval by Buyer without reservation of all aspects of this transaction, including but not limited to the physical condition of the Property,the use,the title, and the financial aspects of the operation of the Property.Buyer expressly waives any warranties of fitness and the guarantees against hidden or latent vices and forfeits their right to void the sale or reduce the purchase price on account of hidden or latent vice or defect in the Property. Seller expressly subrogates Buyer to all rights, claims and causes of action Seller may have arising from or relating to any hidden or latent defects in the Property. This clause shall be inserted into and become part of the Act of transferring title. (b) Buyer further represents and warrants to Seller that as of the date hereof and as of the Closing Date,that Buyer has the capacity,authority,and is authorized to enter into this Agreement and to consummate the transactions herein contemplated. 7. TAXES A I ASSESSi I NTS;T' • SFER TAXES. General real property taxes and installments of special assessments (collectively, "Taxes") imposed on the Property for the calendar tax year in which the Closing Date occurs shall be prorated between Buyer and Seller on and as of the Closing Date. If the amount of Taxes to be borne by the parties as above provided is not ascertainable on the Closing Date,the total thereof paid for the preceding calendar tax year shall be used for purposes of such proration,and within 60 days after the amount of such Taxes becomes known, the parties shall re-compute such proration and adjust the difference. Each party shall pay one-half the cost of all federal, state and local documentary stamps and transfer,sales and other taxes relating to the sale and conveyance of the Property. 8. CO SE ATION. If,prior to the Closing Date,any material portion of the Land shall be condemned by governmental or other lawful authority, Buyer shall have the option of(a)completing the purchase, in which event all of the condemnation proceeds attributable to the Land shall be payable to Buyer,or if such proceeds are not then available, Seller shall assign all claims therefore to Buyer, or (b) canceling this Agreement and all obligations of Buyer hereunder. 9. CLOSING. 9.1 Provided all conditions to closing set forth in this Agreement have been satisfied or waived by Buyer,and this Agreement has not been terminated by either party in accordance with provisions herein set forth,the transaction contemplated herein shall be closed on or before the date that is one hundred eighty (180) days from the executed date of this Agreement or such other date agreed upon in writing by Buyer and Seller. 9.2 The transaction contemplated herein shall be closed in escrow and in accordance with the following procedure: (1) Delivery of Documents by Seller. On or before the Closing Date, Seller shall deliver or cause to be delivered to the Title Company the following: (a) The Deed; (b) Such other documents,instruments,certificates and assurances as shall be required by this Agreement. (2) Deliveries by Buyer. On or before the Closing Date, Buyer shall deliver or cause to be delivered to the Title Company the following: (a) The Purchase Price due at closing,adjusted as herein provided, plus the 3 aggregate amount of closing costs for which Buyer is responsible as provided herein,all as shown on Buyer's closing statement; and (b) Such other documents, instruments, certificates and assurances as shall be required by the provisions of this Agreement. 11. POSSESSION. Possession of the Land shall be delivered to Buyer on the Closing Date. 12.INSPECTION OF PROPERTY.From the date of this Agreement until the Closing Date, Buyer and its agents and designees shall,at Buyer's sole expense,have the right to go upon the Property,at reasonable times and upon reasonable notice to Seller, for the purpose of inspecting the same and making such tests, inquiries and examinations as Buyer in its sole discretion shall deem necessary.Buyer shall hold haindess, indemnify and defend Seller from and against any liability, loss or damage arising out of Buyer's access to the Land for the purpose of making such tests, inquiries and examinations and from any and all liability or damage(including,but not limited to attorney's fees and court costs)to any person(s)or property suffered as a result of any physical injury or property damage caused by Buyer's entry, testing, investigation or inspection of the Land. 13. BROKER'S FEES. The Buyer and the Seller each represent and warrant to the other that neither has introduced into this transaction any person,firm or corporation who is entitled to compensation for services as a broker,agent or finder. The Buyer and Seller each agree to indemnify the other against and hold the other harmless from any and all commissions, finder's fees, costs, expenses and other charges claimed by real estate brokers or sales persons by, through or under the indemnifying party. Seller shall be under no obligation to pay or be responsible for any broker's or finder's fees, commissions or charges in connection with handling this transaction,or Closing. 14. DEFAULT I REMEDIES Seller or Buyer shall be in default under this Agreement if either fails to comply with any material covenant,agreement or obligations within any time limits required by this Agreement. Following a default by a party under this Agreement, the other party shall have the following remedies: (a) If a Seller defaults, Buyer may,as its sole remedy,terminate this Agreement by written notice to Seller,and receive a refund of the Deposit. (b) If Buyer defaults, Seller may: (i) Specifically enforce this Agreement and recover damages suffered by Seller as a result of the delay in the sale of the Land; or (ii) Terminate this Agreement by written notice to Buyer and retain the Deposit as liquidated damages as Seller' sole remedy(the parties recognizing that it would be extremely difficult to ascertain the extent of actual damages caused by Buyer's breach).Buyer and Seller agree that the Deposit represents a fair approximation of such actual damages as the parties can now determine). 15. S VIVAL. All warranties,representations,covenants,obligations and agreements contained in this Agreement shall survive for one (1) year after the Closing hereunder and the transfer and conveyance of the Property and all performances hereunder. All warranties and representations shall be effective regardless of any investigation made or which could have been made. 16. ATTO• YS' FEES. If either party obtains from a court of last resort a judgment against the other party due to a breach of this Agreement,a reasonable attorneys' fee as fixed by the court shall be included 4 in such judgment. 17. TIME. Time is of the essence of this Agreement. 18. NOTICES. All notices hereunder shall be sent by overnight delivery service or mailed by registered or certified mail,postage prepaid, return receipt requested, addressed as follows: If to Buyer: Wylie Economic Development Corporation Attn: Sam Satterwhite,Executive Director 250 S. Highway 78 Wylie,Texas 75098 If to Seller: The Kansas City Southern Railway Company Attn: Mark Nolte, Manager—Real Estate The Kansas City Southern Railway Co. 427 W. 12th Street Kansas City,Missouri 64105 Either party may designate a different address or addresses for itself by notice similarly given. Any notice given by registered or certified mail shall be deemed to have been given on the third day after the same is deposited in the mail, and any notice not so given shall be deemed to have been given upon receipt of the same by the party to whom the same is to be given. 19. ENT I' AGREE NT; A I MENT. This Agreement contains the entire agreement with respect to the transactions contemplated herein and therein, and there are no other terms, conditions, promises, understandings, statements or representations, express or implied, concerning the same. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties unless reduced to writing and signed by them. 20. HE I INGS. The headings in this Agreement have been inserted for convenience of reference only, and shall not be deemed to modify or restrict any provision hereof, nor be used to construe any such provision. 21. GOVE' INC LAW. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas. 22. WAIVER. No delay or omission by either of the parties hereto in exercising any right or power accruing upon the noncompliance or failure of performance by the other party under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed to be a waiver of any subsequent breach thereof or of any other covenant, condition or agreement herein contained. 23. SUCCESSORS ASSIGNS. 23.1 This Agreement may not be assigned by Buyer without the prior written consent of both Seller,which shall not be unreasonably withheld,provided that if Buyer wishes to cause the Premises to be conveyed directly from Seller to a third party through an exchange of like-kind real estate on escrow terms qualifying under Section 1031 of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated thereunder,Seller shall, at Buyer's expense,cooperate in accomplishing Buyer's objective. 5 Buyer hereby agrees that closing on the disposition of the transfer of the Premises pursuant to this Agreement may be structured by Seller to qualify as part of an exchange of like-kind property under Section 1031 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder (a "like-kind exchange"). Accordingly, Seller shall have the right to assign its rights and interests hereunder to a qualified intermediary or qualified escrow agent, an exchange accommodation titleholder, or such other person as may be necessary to qualify the transaction as a like-kind exchange. Buyer agrees to cooperate with Seller in executing such documents, as may be reasonable necessary to implement a like-kind exchange. 23.2 As limited above, this Agreement shall be binding upon the parties, their successors and permitted assigns, or upon their heirs, legal representatives and permitted assigns, as the case may be. 23.3 Any provision calling for obligations continuing after Closing or termination of this Agreement shall survive delivery of the deed and not be deemed merged into or replaced by any deed, whether or not the deed so states. 24. ESCROW I CLOSING FEES. Any escrow fees and fees to be paid to the Title Company as closing fees (exclusive of title insurance premiums and similar charges) shall be borne equally by Seller and Buyer. 25. OT R COSTS • I EXPENSES. All costs and expenses incurred by either party hereto in connection with this Agreement or the transaction contemplated herein shall, unless otherwise provided herein, be paid by the party incurring the expense. SIGNATURES ON T' FOLLO I G PAGE 6 IN WITNESS W REOF,the parties have executed this Agreement as of the date first above written. BUYER: Wylie Economic Development Corporafion Sam Satterwhite Executive Director AC OWLEDGEMENT State of Texas ) SS. County of Collin ) On this day of" ANy 2019, before me a Notary Public,appeared Sam Satterwhite to ale personally known, or proved to rile on the basis of satisfactory,evideriee)to be the person described in and who executed the foregoing instrument and acicnowledged that he is the Executive Director of Wylie Economic Development Corporation, and that he executed the same on behalf of Wylie Economic Development Corporation,Inc.,and by authority thereof and acknowledged said instrument to be the free act and deed of said Wylie Economic DevelopmeM Corporation .,for the purposes therein expressed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year aforesaid. My Commission Expires: F- Notary Public/ ANGEL WYGANT Notary Public,State of Texas VrAk. % Comm.Expires 11-04-2022 larj Notary ID 130014312 7 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first above written. SELLER: The Kansas City Southern Railway Company Ginger Act lab, Vice President—Energy& Chemical Products Sales and Marketing AC OWLEDGEMENT State of Missouri ) ) S S. County of Jack On this 1:11* day 0 t It, 2019,before mc a Notary Public.,appeared Gitiger Adam iak to me personally known,(or prov d to me on the basis of satisfactory evidence)to be the persm desc,ribed in and who executed the foregoing instrument, and acknowledged that she is the Vice President—Energy & Chemical Products Sales and Marketing of The Kansas City Southern Railway Company that she executed the same on behalf of said The Kansas City Southern Railway Company and by authority thereof and acknowledged said instrument to be the free act and deed of The Kansas Cit-y Southern Railway Company for the purposes therein expressed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year aforesaid. My Commission Expires: /0 /5- Notary Public +MK nilkft ..141. aft ANS lien BRYCE J GOOD Nomy Public—Newry Seal Clay Courtly Slale of Mt SSOU n Comnusso Number 17423040 My Commission Expires Oct 15.2021 k 8 E • 1:IT A LEGAL DESCRIPTION OF THE PROPERTY BEING a tract of land situated in the J. TRUI1-1 Survey, Abstract No. 920, and the F. DE LA P1NA Survey,Abstract No. 688,CITY OF WYLIE,COLLIN COUNTY,TEXAS and being same tract of land as described in deed to Gulf Colorado&Santa Fe Railway Company, recorded in Volume 30,Pages 470- 471, Deed Records, Collin County,Texas(D.R.C.C.T.)and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with red plastic cap stamped "WAI" set for corner at the intersection of the north right-of-way line of Marble Street(60'right-of-way)and the northwest right-of- way line of North Highway 78 (Lavon Parkway,variable width right-of-way); THENCE North 89 deg 05 min 51 sec West, departing northwest right-of-way line of said North Highway 78 and along the north right-of-way line of said Marble Street, a distance of 91.62 feet to a 1/2 inch iron rod with red plastic cap stamped "WAI" set for the POINT OF BEGINNING; THENCE North 89 deg 05 min Si sec West, continuing along the north right-of-way line of said Marble Street,a distance of 158.41 feet to a 1/2 inch iron rod with red plastic cap stamped"WAI"set for corner from which a Railroad Rail found bears South 51°49'37" West, a distance of 102.79 feet,said 1/2 inch iron rod being a southwest corner of a tract of land as described in deed to George Weatherford, recorded in County Clerk's File No. 93-0030996, D.R.C.C.T.; THENCE North 51 deg 42 min 03 sec East,departing the north right-of-way line of said Marble Street, passing at a distance of 554.62 feet a 1/2 inch iron rod found and at a distance of 1,090.47 feet passing a Railroad Rail found, in all a distance of 1,116.75 feet to a 1/2 inch iron rod with red plastic cap stamped "WAI"set for corner in the southerly right-of-way line of Brown Street(variable width right-of-way); THENCE along the southerly right-of-way line of said Brown Street the following: South 89 deg 51 min 03 sec East,a distance of 36.76 feet to a 1/2 inch iron rod with red plastic cap stamped "WAI" set for corner; South 83 deg 03 min 32 sec East, a distance of 79.72 feet to a 1/2 inch iron rod with red plastic cap stamped "WAI" set for corner; South 80 deg 03 min 05 sec East,a distance of 28.88 feet to a 1/2 inch iron rod with red plastic cap stamped "WAI" set for corner; THENCE South 51 deg 44 min 49 sec West,departing the southerly right-of-way line of said Brown Street,a distance of 1,098.15 feet to the POINT OF BEGINNING. CONTAINING within these metes and bounds 2.563 acres or 111,647 square feet of land, more or less. Bearings shown hereon are based upon an on-the-ground Survey performed in the field on the llth day of November, 2013, utilizing a NAD 83 (Grid Bearing)measurement along the northwest line of a tract of land conveyed to Kansas City Railroad Company. 9 ,a4¢ r �. Eb 3,3. i — • ,—, ...--..�_Y..._�.....�..�_. .�.._... _.�_.-. ._.�__r TEs%v-'R I Ars'} s°' "".a` 4 _ D r 4\ ._. .:a ry N Z w - ,...._..e �17tn1316e�sn / , nxi�m // 2' m ` ®® a'Se y;® ®® /mod ; ' �.�. �;� ci 7 }ra , T \ fs ' y am di € r. / ®. off .> 0--r., I 3 III I, 11 ylie cono ic I evelo I ent Con i oration E 0 - A DU TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director SUBJECT: Cross Development DATE: June 3, 2019 Issue Consider and act upon an Amendment to Performance Agreement between the WEDC and Cross Development, LLC. Analysis As discussed in previous Board Meetings, Cross Development is requesting a 120-day extension to complete Performance Obligations set forth within Section 2 of the Performance Agreement (as attached). The requested extension is an effort to offset construction delays resulting from an extraordinary wet 4th quarter of 2018. The Completion Date has been amended from September 1, 2020 to December 31, 2020 within the proposed First Amendment. The City Manager will be presenting an Amendment to the Wylie City Council for a Chapter 380 Agreement between Cross and the City requesting an identical extension to the Completion Date. Staff is recommending that the Boards' action will be subject to City Council approval of the 380 Agreement. Recommendation Subject to approval of a First Amendment to a Chapter 380 Agreement between Cross Development, LLC and the City of Wylie, staff recommends the WEDC Board of Directors approve a First Amendment to Performance Agreement between the WEDC and Cross Development, LLC. Attachments First Amendment Performance Agreement FIRST AMENDMENT TO PERFO' ANCE AGREEMENT THIS FIRST AMENDMENT TO PERFORMANCE AGREEMENT(this "First Amendment"), is entered into and is effective as of the day of , 2019 by and between WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas economic development corporation ("WEDC"), and CROSS DEVELOPMENT, LLC, a Texas limited liability company(the "Company"). WITNESSETH: WI-IEREAS, WEDC Board of Directors approved that certain Performance Agreement between WEDC and Company on March 11, 2018 to facilitate the redevelopment of an approximate 15-acre tract (the"Project"); and WHEREAS, WEDC and Company desire to modify and amend the Agreement in certain respects, as more particularly set forth in this First Amendment. NOW, THEREFORE, in an effort to address unforeseen circumstances surrounding the development of qualified infrastructure,the WEDC and Company covenant and agree as follows: 1. Defined Terms. Capitalized terms used but not defined in this First Amendment will have the meanings given to them in the Agreement. 2. Modification to Performance Obligations. Notwithstanding anything to the contrary in the Agreement, the date by which the Company must complete Performance Obligations associated with the project located in Wylie, Texas as defined in Section 2 is hereby extended until 5:00 p.m., Central Time, on December 31,2020(the amended"Completion Date"). 3. Default. The WEDC's obligation to pay any portion of the Reimbursement Incentive to Company WILL TERMINATE if Company defaults by not completing the any and all of the Performance Obligations by the Commencement Date and Completion Date as herein amended. 4. Ratification. As expressly modified by this First Amendment, the Agreement is hereby ratified and confirmed by WEDC and Company. 5. Counterparts; Transmission. This First Amendment may be executed in multiple counterparts,each of which shall be deemed an original, and all of which shall constitute one and the same agreement. Transmission of an executed signature page of this First Amendment by email will be effective to create a binding agreement. [Signatures appear on next page] IN WITNESS I REOF,the parties hereto have executed this First Amendment the day and year first above written. WEDC: Wylie Economic Development Corporation, a Texas Corporation By: Name: Title: CO I' Cross Development, LLC, a Texas limited liability company ("Company"). By: Name: Title: PE' O' ANCE AG' EMENT Between Wylie Economic Development Corporation And Cross Development,LLC This Performance Agreement (the "Agreement") is made and entered into by and between the Wylie Economic Development Corporation ("WEDC"), a Texas corporation organized and existing under Chapter 501 of the Texas Local Government Code, known as the Development Corporation Act, as amended from time to time (the "Act") and Cross Development,LLC, a Texas limited liability company("Company"). RECITALS WHEREAS, Company has entered into a contract to acquire 15.7208 acres of property located in the City of Wylie, Texas (the "City"), which property is more fully described herein on the attached Exhibit A (the"Property"); WHEREAS,Company proposes to construct on the Property a mixed-use development in two phases. Phase one shall consist of at least: (i) 286 multif: y units (the "Multifamily Units"), (ii)2,300 square feet of general retail space (the "Retail Space"), and(iii) approximately 7,000 square feet of restaurant space which shall be split between two restaurants (the "Restaurant Space"and together with the Multifamily Units and the Retail Space, "Phase One"). Phase two shall consist of approximately 18,600 square feet of office space split between three separate buildings, the first containing approximately 3,500 square feet of office space, the second containing approximately 6,000 square feet of office space, and the third containing approximately 9,100 square feet of office space (collectively, "Phase Two" and together with Phase One,the "Development"), such Development being depicted on the attached Exhibit"B". The total project cost of Phase One shall be not less than Thirty-Two Million Dollars ($32,000,000.00); WHEREAS, Company agrees to provide documentation to WEDC showing that the total project cost of Phase One is not less than Thirty-Two Million Dollars($32,000,000.00); REAS, Company agrees to purchase and take title to the Property on or before March 20, 2018 (the"Purchase Deadline"); WHEREAS, Company agrees to commence construction of the Multifamily Units on or before August 1, 2018 (the "Multifamily Commencement Date") and to complete construction of the Multifamily Units and to obtain from the City all corresponding Certificates of Occupancy for the Multifamily Units on or before September 1, 2020(the"Completion Date"); WHEREAS, Company agrees to complete construction of the Retail Space and at least 3,200 square feet of the Restaurant Space and to obtain from the City all corresponding Certificates of Completion for the Retail Space and at least 3,200 square feet of the Restaurant Space on or before the Completion Date; PERFORMANCE AGREEMENT—Page I 2389685 WHEREAS, for a number of years beginning in 1972 and ending prior to 1980, the Property was occupied by Electro Extraction, Inc. which operated a state registered landfill for the disposal of Class III polypropylene and PVC plastic shredded from aluminum and copper wire (the "Contaminants"). The Property was required to be enrolled in the TCEQ Voluntary Cleanup Program in November 2003 and received a Final Certificate of Completion on March 31, 2008. While a Final Certificate of Completion was issued, all or a portion of the Contaminants were allowed to remain on the Property through the date of this Agreement, impacting a sizeable portion of the soil on the Property(the "Impacted Soil"); WHEREAS, Company agrees to expend at least $500,000 (the "Minimum Removal Expenditure")for site work including the removal of the Contaminants from the Property and to remove or remediate all Impacted Soil (the"Removal/Remediation Process"); WHEREAS, Company shall complete the Removal/Remediation Process on or before the Completion Date; WHEREAS, Company shall actively market all property south of the Explorer Pipeline Easement, as depicted in Exhibit A, for commercial uses authorized within PD-MF/CR under Zoning Case 2017-12,confirm that the same area is fully accessible to vehicular traffic, and that the same area is free from Contaminates; WHEREAS, Company has requested financial and/or economic assistance from the WEDC to plan and construct certain infrastructure improvements to assist in the development of the Property, consisting of economic assistance for all hard and soft costs relating to the construction of public and site improvements on or adjacent to the Property; WHEREAS, Section 501.103 of the Act states that the WEDC may provide funding for expenditures that are found by the Board of Directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, limited to streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements(the "Qualified Infrastructure"); WHEREAS, Company proposes to use the economic incentive for the construction of the Qualified Infrastructure which will include approved public infrastructure improvements and site improvements as may be amended from time to time, necessary for the development of the Property and which will benefit the surrounding properties, as generally described in the attached Exhibit C; WHEREAS, the WEDC has found that the Qualified Infrastructure is necessary to promote or develop new or expanded business enterprises in the City and the WEDC has concluded that the Qualified Infrastructure constitutes a "project", as that term is defined in the Act, and is willing to provide Company with economic assistance as hereinafter set forth on the terms and subject to the conditions as stated herein and Company is willing to accept the same subject to all terms and conditions contained in this Agreement; WHEREAS, the WEDC has determined that it is in the best interest of the public and the City and promotes the purposes authorized by the voters of the City of Wylie for which the PERFORMANCE AGREEMENT—Page 2 2389685 WEDC was established to encourage the development and use of commercial properties within the City; and REAS, 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 s: e 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 herei er set forth,the parties hereto agree as follows: 1. Economic Assistance. Subject to the terms of this Agreement and provided Company is not in default, the WEDC will provide Company economic assistance in the form of a performance reimbursement incentive in the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Reimbursement Incentive") upon completion of the Performance Criteria set forth below. The total amount of economic assistance and/or incentives to be paid to the Company, including the Reimbursement Incentive, shall not exceed the cumulative sum of Two Hundred Fifty Thousand Dollars ($250,000.00). 2. Performance Obligations. The WEDC's obligation to pay Company the Reimbursement Incentive stipulated above is expressly contingent upon Company completing the following items(the "Performance Criteria")by the due dates set forth below: a. Company shall purchase and take title to the Property on or before the Purchase Deadline; b. Company shall complete the plans and specifications for the Development (the "Plans") and submit them to the City for approval prior to commencement of construction; c. Company shall commence construction of the Multifamily Units on or before the Multifamily Commencement Date; d. Company shall complete construction of the Multifamily Units and obtain from the City all corresponding Certificates of Occupancy for the Multifamily Units on or before the Completion Date in substantial accordance with the Plans; e. Company shall complete construction of the Retail Space and at least 3,200 square feet of the Restaurant Space and obtain from the City all corresponding Certificates of Completion for the Retail Space and at least 3,200 square feet of the Restaurant Space on or before the Completion Date in substantial accordance with the Plans; f. Company shall supply documentation to the DC on or before the Completion Deadline that the project cost for Phase One was at least T -Two Million Dollars ($32,000,000.00); PERFOR CE AGREEMENT—Pa gc 3 2389685 g. On or before the Completion Date,Company shall provide documentation to the WEDC evidencing that the property south of the Explorer Pipeline Easement is accessible to vehicular 'ic, that the Company has used all reasonable efforts to co that the same area is free from Contaminants as confirmed by engineering reports, soils analysis, or historical documents depicting Electra E :ction, Inc. operations, and finally documentation that Company is actively marketing the area south of the Explorer Pipeline Easement as evidenced by a contract with a brokerage firm and installation of a real estate promotional sign. h. Company shall supply documentation to the WEDC, and subsequently made part of this Agreement hereto and attached as Exhibit C, that the Qualified Infrastructure has been completed and that the cost of constructing the Qualified Infrastructure was at least Two Hundred Fifty Thousand Dollars ($250,000.00) no later than the Completion Deadline; and i. Company shall provide to the WEDC on or before the Completion Deadline documentation confirming that: (i) the Removal/Remediation Process has been completed, and (ii) the Company expended an amount greater than or equal to the Minimum Removal Expenditure in completing the Removal/Remediation Process. 3. WEDC Payment of Reimbursement Incentive. Subject to the terms and conditions of this Agreement, the Reimbursement Incentive shall be paid by WEDC to the Company within thirty (30) days after WEDC receives documentation confirming that Company has satisfied all Performance Criteria set forth herein. 4. Default. The WEDC's obligation to pay any portion of the Reimbursement Incentive to Company will terminate or be reduced, in WEDC's sole discretion, if Company defaults by not completing the Performance Criteria as set forth in Section 2 of this Agreement. 5. Termination of Agreement. This Agreement may be terminated by mutual written consent of the parties or by either party, upon the failure of the other party to fulfill an obligation as set forth in this Agreement. 6. Economic Assistance Termination. Notwithstanding the terms of this Agreement, the WEDC's obligation to pay a portion or all of the Reimbursement Incentive to Company will expire upon the earlier of(i) the full payment of the Reimbursement Incentive, or (ii) October 1,2020. 7. Miscellaneous. a. This Agreement shall be construed according to the laws of the State of Texas and is subject to all provisions of the Act, which are incorporated herein by reference for all purposes. In the event any provision of the Agreement is in conflict with the Act,the Act shall prevail. b. This Agreement shall be governed by the laws of the State of Texas and is specifically performable in Collin County, Texas. PERFORMANCE AGREEMENT—Page 4 2389685 e. This Agreement contains the entire agreement of the parties regarding the within subject matter and may only be amended or revoked by the written agreement executed by all the parties hereto. f. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. g. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. h. Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had an opportunity to confer with its counsel. i. Time is of the essence in this Agreement. j. The p: ies 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. [SIGNATURE PAGE FOLLOWS] PERFORMANCE AGREEMENT—Page 6 2389685 "Effective Date"). LIE CO• •0• Corporation SattIcy: e i ,Executive i c__ _ CO I' • Cross Development,LLC,a Texas1'• ' .,• liability co y Name Exhibits: •'bit DescriptionA - of g, Property Exhibit - i Plan of el ent Exhibit C - ' • : ' ed PERFORMANCE AGREEMENT—Pap 7 5 EXHIBIT A Legal Description of the Property BEING a tract of land located in the City of Wylie, Collin County, Texas, being all of the remainder of Lot 2, Block A, Replat of Lot 1, Block A, Westgate Center, Phase One, an addition to the City of Wylie according to the plat thereof as recorded in Cabinet L, Page 859, Map Records, Collin County, Texas, being all of that tract of land described in deed to Oreenway Springs, Ltd. as recorded in Volume 8013, Page 1066, Deed Records, Collin County, and being more particularly described by metes and bounds as follows: BEGINNING at a 1/2" iron rod found for the southeast corner of said Lot 2, being the intersection of the northerly line of the A.T & S.F. Railroad (150' R.O.W.) and the westerly line of Westgate Way (100' R.O.W. at this point); THENCE, along the southerly line of said Lot 2, Block A, South 52 degrees 16 minutes 00 seconds West, a distance of 790.00 feet rod a 5/8" iron rod with cap stamped "SCI" set for the southwest corner of said Lot 2, being the southeast corner of Lot 1, Block A, Sanden Addition as recorded in Cabinet L, Page 457, Map Records, Collin County, Texas; THENCE, departing said Railroad R.O.W., along the east line of said Sanden Addition and the west line of said Lot 2, North 00 degrees 03 minutes 22 seconds East, a distance of 1 ,392.97 feet to a 5/8" iron rod with cap stamped "Probeck-5187" found for the northwest corner of the herein described tract and the southwest corner of Lot 2A, Block A, Plat of Lot 2A, Black A, West Center Phase One as recorded in Cabinet M, Page 632, Map Records, Collin County, Texas; THENCE, departing the east line of said Sanden Addition, along the south line of said Lot 2A, South 89 degrees 56 minutes 38 seconds East, a distance of 519.10 feet to a 5/6" iron rod found with cap stamped "Probect-5187" being the southeast corner of said Lot 2A, the northeast corner of the herein described tract, being in the westerly right-of-way line of Westgate Way (65' R.O.W. at this point); THENCE, along the westerly line of said Westgate Way and the easterly line of the herein described tract as follows: South 44 degrees 58 minutes 38 seconds East, a distance of 7.05 feet to a 1/2" iron rod found, the beginning of a curve to the right;; Along said curve to the right through a central angle of 49 degrees 30 minutes 38 seconds, a radius of 292.50 feet, an arc length of 252.78 feet, a chord bearing of South 20 degrees 11 minutes 19 seconds East and a chord distance of 244.96 feet to a 1/2" iron rod found; South 04 degrees 34 minutes 00 seconds West, a distance of 493.90 feet to a 1/2" iron rod found, the beginning of a curve to the left; Along said curve to the left through a central angle of 42 degrees 18 minutes 00 seconds, a radius of 262.79 feet, an arc length of 194.01 feet, a chord bearing of South 16 degrees 35 minutes 00 seconds East and a chord distance of 189.63 feet to the POINT OF BEGINNING and containing 684,600 square feet or 15.7208 acres of land more or less. PERFORMANCE AGREEMENT—Page 8 2389685 EXHIBIT B Site nan of theDevelopment Vi ' a ' a s 4� a,. --- —, ry e , ., a ..— , " ' i Iihi if i _ftt it !t� f... t` • f of r �""x I tu , dill a!t`„ tf'e 4 ,t 0 ,4'it' t1 I ]hill' illil P� # Ini i;' f et;. �, ^,,R ,teat i & r p i ) „!".° i '' ' g 0 F a t r �ti 4 °°we 'awesraxSs'Ar '„ :.;s` a.�a.-m �: ...-- nor;i!- PERFORMANCE AGREEMENT—Page 9 2389685 :ITC The Qualified Infrastructure [TO BE ATTACHED] PERFORMANCE AGREEMENT—Page 10 2389685 ylie cono ic I eve1 o e ent Corporation E 0 - A DU TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director SUBJECT: SCSD-Finnell, Ltd. DATE: June 3, 2019 Issue Consider and act upon an Amendment to Performance Agreement between the WEDC and SCSD-Finnell, Ltd. Analysis As directed in Executive Session, an Amendment to Performance Agreement is presented to address additional opportunities associated with the Finnell project adjacent to Wylie Printing. Under the original Performance Agreement, Finnell was required to secure at least one Certificate of Occupancy (CO) by August 31, 2019 for partial reimbursement of Qualified Infrastructure expenses. Additionally, Finnell was required to secure at least 60% restaurant uses within the 10,000 square foot center by December 31, 2020 to receive the remainder of the reimbursement incentive. Total Reimbursement Incentive available to Finnell under the original Agreement was $75,000. Under the proposed Amendment, Finnell must still achieve at least one certificate of occupancy by August 31, 2019 but is also required to secure 66% in restaurant uses no later than January 31, 2020. Total Reimbursement Incentive available to Finnell under the Amendment is $175,000. With added infrastructure participation Finnell will be able to secure a Fish N' Tails Oyster Bar which has locations in Richardson (2), Plano, and Garland. Fish N' Tails will be relocating one of its Richardson operations to Wylie and entering into a 10-year lease with Finnell. Further, Fish N' Tails required the developer to pay 100% of the finish out costs and expand the proposed patio. Staff has reviewed the financials of this user with average sales of other locations generating sales tax in excess of the total WEDC Reimbursement Incentive in approximately 24 months. Finnell is pleased to secure a user which is unique to Wylie, provides such a quality alternative for Wylie residents, and will complement the adjoining WEDC lot and existing retail/commercial developments. Recommendation Staff recommends the WEDC Board of Directors approve a First Amendment to Performance Agreement between the WEDC and SCSD-Finnell, Ltd. Attachments First Amendment Performance Agreement FIRST AMENDMENT TO PERFO' • NCE AGREEMENT THIS FIRST AMENDMENT TO PERFORMANCE AGREEMENT(this "First Amendment"), is entered into and is effective as of the day of 2019 by and between WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas economic development corporation ("WEDC"), and SCSD-FINNELL, LTD. a Texas Limited Partnership(the "Company"). WITNESSETH: WHEREAS, WEDC Board of Directors approved that certain Performance Agreement between WEDC and Company on June 21, 2018 to facilitate the construction of a 10,000 square foot multi-tenant building and attract desirous users(the"Project"); and WHEREAS, WEDC and Company desire to modify and amend the Agreement in certain respects, as more particularly set forth in this First Amendment. NOW, THEREFORE, in an effort to address additional opportunities surrounding the Project and the development of qualified infrastructure,the WEDC and Company covenant and agree as follows: 1. Defined Terms. Capitalized terms used but not defined in this First Amendment will have the meanings given to them in the Agreement. 2. The Economic Assistance referenced in Section 1 of the Agreement shall be an amount not to exceed One-Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00). 3. Section 3 of the Agreement shall be amended in its entirety as follows: a. Incentive No. 1 in the amount of $87,500.00: WEDC shall pay an economic incentive to the Company in the amount of Eighty-Seven Thousand Five-Hundred and No/100 Dollars ($87,500.00) ("Incentive No. 1') upon completion of the following performance criteria: i. Company obtains a building permit for the Building no later than December 31, 2018, and ii. Company commences construction of the Building no later that December 31, 2018, and iii. The Building shall be substantially complete (as evidenced by one or more permanent Certificates of Occupancy on the Building only to be issued by the City of Wylie), no later that August 31, 2019, subject to force majeure; and iv. Company shall supply documentation to WEDC (including copies of executed lease agreements [with financial terms marked out at Company's option] and certificates of occupancy)evidencing that Company has leased no less than sixty- six percent (66%) of the space within the Building for Restaurants no later than January 31, 2020. For the purposes of this Agreement "Restaurants" shall be defined as facilities that prepare and sell food directly to consumers for immediate consumption and/or tenants requiring restaurant parking. Further, no less than Three Thousand Eight-Hundred (3,800) Square Feet of the Project must be occupied and operated as a Fish N' Tails Oyster Bar. 2774701v2 v. Company,at its cost,shall have completed the Qualified Infrastructure no later that August 31, 2019, subject to force Majeure; and vi. Company, at its cost, shall have completed the Qualified Infrastructure no later than August 31, 2019, subject to force majeure, with a minimum cost of One Hundred Seventy-Five Thousand and No/100 Dollars($175,000.00). vii. WEDC shall immediately remit funds for Incentive No. 1 to Company upon WEDC's receipt of written notice from Company (accompanied by copies of permanent certificates of occupancy evidencing the required minimum square footage of Restaurant space) and Company will be deemed to have earned such Incentive 1. viii. In the event Company fails to satisfy any of the Performance Criteria set forth in this Section 3 (a) after receipt of at least thirty days' prior written notice from WEDC of its failure to perform herein, Incentive No. 1 and all subsequent Incentives associated with the Agreement and Amendment hereto shall not be paid to Company. WEDC's obligation to pay any portion of the Incentive No. 1 and all subsequent Incentives associated with the Agreement and Amendment hereto will terminate if Company defaults and fails to cure such default as provided above by not completing the Performance Criteria as set forth in Section 3 of this Amendment. 4. Section 4 of the Agreement shall be amended in its entirety as follows: a. Incentive No. 2 in the amount of $87,500.00: WEDC shall pay an economic incentive to the Company in the amount of Eighty-Seven Thousand Five-Hundred and No/100 Dollars ($87,500.00) ("Incentive No. 2') upon completion of the following performance criteria: i. Company shall supply documentation to WEDC that the minimum Restaurant space contemplated with Section 4(a)iv of this Amendment has been continuously occupied and operated as an on-going business for a period of no less than Twelve (12) months from the last permanent certificate of occupancy issued for the cumulative Sixty-Six Percent(66%)of space within the Project having a qualifying Restaurant use. On-going operations shall be evidenced by continuous certificates of occupancy being in place, no defaults within the applicable lease agreement, and any and all other documentation requested by the WEDC,to be accepted at the sole and absolute discretion of the WEDC. WEDC shall immediately remit funds for Incentive No. 2 to Company upon WEDC's receipt of written notice from Company(accompanied by documentation supporting continuous occupancy and on-going business operations of those businesses having a qualifying Restaurant use) and Company will be deemed to have earned such Incentive 2. iii. In the event Company fails to satisfy any of the Performance Criteria set forth in this Section 4 (a) after receipt of at least thirty days' prior written notice from WEDC of its failure to perform herein, Incentive No. 2 associated with the Agreement and Amendment hereto shall not be paid to Company. WEDC's obligation to pay any portion of the Incentive No.2 associated with the Agreement and Amendment hereto will terminate if Company defaults and fails to cure such default as provided above by not completing the Performance Criteria as set forth in Section 4 of this Amendment. 5. Ratification. As expressly modified by this First Amendment, the Agreement is hereby ratified and confirmed by WEDC and Company. 6. Counterparts; Transmission. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. Transmission of an executed signature page of this First Amendment by email will be effective to create a binding agreement. [Signatures appear on next page] IN WITNESS WI-IEREOF,the parties hereto have executed this First Amendment the day and year first above written. WEDC: Wylie Economic Development Corporation, a Texas Corporation By: Name: Title: CO I'ANY: SCSD-Finnell, Ltd.,a Texas limited partnership("Company"). By: Name: Title: yVFEi2 RECORDING RETURN TO: SCSD-Finnell, Ltd. Attn: Cary Albert 1600 Corporate Court, Suite 150 Irving,Texas 75038 PERFORMANCE AGREEMENT BETWEEN WYLIE ECONOMIC DEVELOPMENT CORPORATION AND SCSD-FINNELL, LTD., A TEXAS LIMITED PARTNERSHIP This Performance Agreement (the "Affe:meat") is made and entered into as of June 2.1 , 2018, by and between the Wylie Economic Development Corporation ("WI;_DC" ), 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 Om (the "Act") and SCSD-Finnell, Ltd., a Texas limited partnership ("CCompy"). RECITALS WHEREAS, Company owns that certain tract of property located within the corporate limits of the City of Wylie, Texas (the "City"), consisting of approximately 1.54 acres, more or less, as more fully described in the attached Exhibit "A" (the "Property") which Company acquired from WEDC on even date herewith pursuant to that certain Purchase and Sale Agreement dated January 10, 2018, as amended by that certain First Amendment to Purchase and Sale Agreement dated March 6, 2018 and that certain Second Amendment to Purchase and Sale Agreement dated April 30, 2018 (collectively, the "Contract"); WHEREAS, pursuant to the Contract, Company plans to construct on the Property a multi-tenant building containing approximately 10,000 square feet of space (the"1n31.1),irl)ng"); WHEREAS, pursuant to the agreements contained in the Contract, Company is requesting, and has requested, financial and/or economic assistance from 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 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, including but not limited to streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements (collectively, the "t i_ali f ed Infrtl„titrrctiir;e,"); 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 maybe amended from time to time, necessary for the development of the Property and which will benefit the surrounding properties, as generally described in the attached Exhibit "B"; and 242724n 12 1 WHEREAS, WEDC has found that the Qualified Infrastructure is necessary to promote or develop new or expanded business enterprises in the City and WEDC has concluded that the Qualified Infrastructure constitutes a "project", as that term is defined in the Act, and is willing to provide Company with economic assistance as hereinafter set forth on the terms and subject to the conditions as stated herein and Company is willing to accept the same subject to all terms and conditions contained in this Agreement; and WHEREAS, WEDC has determined that this Agreement 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 WEDC was established to encourage the development and use of commercial properties within the City; and WHEREAS, WEDC is willing to provide 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 temis, 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 after notice and cure (as defined herein), WEDC will provide Company economic assistance in the form of a performance reimbursement incentive which includes the two (2) different incentives as described below (collectively, the "Reimbursement Incentive") in an amount not to exceed Seventy-Five Thousand and No/100 Dollars ($75,000.00) upon completion of the Performance Criteria set forth below. 2. Performance Obhgations. WEDC's obligation to pay Company each of the following two (2) Reimbursement Incentives stipulated in this Agreement is expressly contingent upon Company completing the following items (the "Performance Criteria") by the due dates set forth below. 3. Incentive No. 1, in the amount of S25,000.00: WEDC shall pay an economic incentive to the Company in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) ("Incentive No. 1")upon completion of the following performance criteria: a. Company obtains a building permit for the Building no later than December 31,2018; and b. Company commences construction of the Building no later than December 31,2018; and c. The Building shall be substantially completed (as evidenced by one or more permanent Certificates of Occupancy on the Building only to be issued by the City of Wylie), no later than August 31, 2019, subject to force majeure; and d. Company, at its cost, shall have completed the Qualified Infrastructure no later than August 31, 2019, subject to force majeure, with a minimum cost of Twenty- Five Thousand and No/100 Dollars ($25,000.00). 2427345 02 2 e. WEDC shall immediately remit the funds for Incentive No. 1 to Company upon WEDC's receipt of written notice from Company(accompanied by copies of one or more permanent certificates of occupancy on the Building only) and Company will be deemed to have earned such Incentive No, 1. F. In the event Company fails to satisfy any of the other Performance Criteria set forth in this Section 3 after receipt of at least thirty days' prior written notice from WEDC of its failure to perform herein, Incentive No. 1 of the Reimbursement Incentive shall not be paid to Company. WEDC's obligation to pay any portion of the Incentive No. I to Company will terminate if Company defaults and fails to cure such default as provided above by not completing the Performance Criteria as set forth in Section 3 of this Agreement. 4, Incentive No. 2 in the amount of $.50,000.00: WEDC shall pay an economic incentive to the Company in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) ("incentive No. 2") upon completion of the fallowing performance criteria: a. Company shall supply documentation to WEDC (including copies of executed lease agreements [with the financial terms marked out at Company's option] and certificates of occupancy) evidencing that Company has leased more than sixty percent (60%) of the space within the Building to Restaurants. For purposes of this Agreement, "Restaurants" shall be defined as facilities that prepare and sell food directly to consumers for immediate consumption and/or tenants requiring restaurant parking. The term "Restaurants" does not include facilities that provide food to interstate conveyors, central kitchens or other similar facilities that do not prepare and serve food directly to constuncrs, h. Company, at its cost, shalt have completed the Qualified Infrastructure no later than August 31, 2019, subject to force majeure, with a cumulative minimum cost of Sewnty-Five Thousand and No/100 Dollars ($75,000,00) (and such costs will include any and all costs included in Incentive No.1); and c. The Building shalt be completed (as evidenced by one or more permanent Certificates of Occupancy on the Building only) no later than August 31, 2019, subject to force majeure; and d. Company shall have thirty (30) months from the date of the recording of the Special Warranty Deed from WEDC to Company by which to achieve the 60°,10 lease ratio, subject to force majeure. e. WEDC shall immediately remit the funds for Incentive No, 2 to Company upon WEDC's receipt of written notice from Company (accompanied with a copy of one or more leases [as described above] and a copy of the permanent certificates of occupancy on the Building only) and Company will be deemed to have earned such Incentive No. 2. f. In the event Company fails to satisfy any of the other Performance Criteria set forth in this Section 4 after receipt of at least thirty days' prior written notice from WEDC of its failure to perform herein, Incentive No. 2 of the Reimbursement Incentive shall not he paid to Company. WEDC's obligation to pay any portion of the 2427346 12 3 Incentive No. 2 to Company will terminate if Company defaults and fails to cure such default as provided above by not completing the Perfo,mance Criteria as set forth in Section 24 of this Agreement. 5. WEDC Payment of Reimbursement Incentive. Subject to the terms and conditions of this Agreement, WEDC will pay the applicable portion of the Reimbursement Incentive set forth in Sections 3 and 4 to Company within thirty (30) days after receipt of satisfactory documentation from Company evidencing compliance with the criteria for the Performance Criteria as more particularly set forth in Sections 3 and 4. 6. Default by Company: Opportunity to Cure. In the event Company fails to comply with the terms of this Agreement after at least thirty days prior written notice from WEDC, except as otherwise provided herein, WEDC shall have the right to terminate this Agreement as its sole remedy. 7. Default by 'WEDC. In the event that WEDC fails to comply with the tel ins of this Agreement after at least thirty days prior written notice from Company, Company shall have all the rights and remedies provided at law or in equity. 8. Termination of Agreement. This Agreement may he terminated by mutual written consent of the parties. 9. Economic Assistance Termination. Notwithstanding the terms of this Agreement, 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) thirty (30)months from the Effective Date (as defined below) of this Agreement. 10. Miscellaneous. a. This Agreement may not be assigned by Company without the prior written consent of WEDC, which consent shall be within the sole discretion of WEDC. b. This Agreement contains the entire agreement of the parties with respect to the matters contained herein and may not be modified or terminated except upon the provisions hereof or by mutual written agreement of the parties hereto. c. This Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County, Texas. d. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns, e. The individuals executing this Agreement on behalf of the respective parties below represent to each other and to the others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date thereof WEDC hereby 2427346 12 4 . „ warrants and represents to Company that WEDC has the authority to enter this Agreement and to perform all of the obligations contained herein. f. 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: Wylie Economic Development Corporation Attention: Sam Satterwhite 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: SCSD-Finnell, Ltd. 1600 Corporate Court, Suite 150 Irving, Texas 75038 Attention: Cary Albert With copy to: William Roth and Gwen M. Eisenstein 11551 Forest Central Drive, Suite 110 Dallas, Texas 75243 The parties hereto agree that any notices given by a party under this Agreement may be given by that party's counsel on behalf of such party, g. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. h. Force majeure is hereby defined as the following: If either Party is delayed or prevented from performing any of its obligations under this Agreement(other than the obligation to pay any sum of money) by reason of acts of God, floods, storms,weather(including delays due to rain or wet ground), fire or other casualty, or any other cause beyond such Party's control, the period of such event, plus the period of delay caused by such event, shall be deemed to be added to the time period herein provided for the performance any such obligation by the applicable Party. i. WEDC agrees (i) not to impede Company in its efforts to comply with this Agreement and (ii) not to take any action, which might affect Company's ability to comply with, or perform, any of the terms of this Agreement. j. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. k. 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 N2 7346 (2 5 EXECUTED to be EFFECTIVE as of June 1 2018 (the "Effective Date"). DC: LIE ECONOMIC DEVELOP ENT CO ' '0 • TION, a Texas Corporation Marvin Fuller, as President COMP• : SCSDF I NELL,LTD., a Texas limited partnership By: SCSD-Finnell Mgrnt., LLC, a Texas limited liability company/2 its general partner By: k_ Cary Alb, , as President Exhibits: Exhibit A: The Property Exhibit B: The Qualified Infrastructure 2427346 ;2 E I "A" THE PROPERTY LOT 4 , RAILROAD INDUSTRIAL P ADDITION, LOTS .4F,A AND 4" :, AN ADDITION TO THE CITY OF WYLIE, COLLIN CO TY, TE S, ACCO• 111 ING TO THE MAP OR PLAT THEREOF RECO" rED IN VOLU 2018, PAGE 423, • RECORDS, COLLIN COUNTY, 24?7346 1[2. 8 EXHIBIT " I" THE QUALIFIE,I INFRASTRUCTU* The construction work necessary to construct and develop a strip shopping center containing approximately 10,000 square feet of space, which includes the necessary work in connection therewith including but not limited to, to the extent necessary, streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements. 2427346_I 2 9 ylie Econo ic P evelo • ent Cor • oration E 0 - A DU TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Directo SUBJECT: NTMWD Water Line Relocation DATE: June 5, 2019 Issue Consider and act upon issues surrounding the relocation of a NTMWD 42" water distribution line impacting potential commercial development at State Highway 78 and Brown Street. Analysis As discussed in Executive Session, there is a 42"NTMWD water line running parallel to Hwy 78 and directly through the 2.563-acre KCS property. After discussions with various developers, engineers and architects, staff believes that the current alignment impacts the buildable area enough to warrant relocation of the water line. Relocating the line not only reduces the setback on the development and creates a more efficient site, but it also creates the potential for an additional QSR pad site. Staff believes that the reduced setback will drastically help with the marketability and the additional cost of moving the line will be offset by an additional pad sale. Staff will present a much more thorough explanation at the Board Meeting and review the attached site plans showing development with the water line in its current location and with it relocated closer to 78. Recommendation Staff has no recommendation. Attachment Site Plans (4) / w ' _ ` e BROWN I 'a 0.340 ACRES' LOT 5 4 n� 4+' , 4., r NOT A PART ;',,.a''...._. I s Zo DMA NOT A PART #i , "r O d 0 '80 AC S: • ,„ 1 > .,./ A.A. "/". = \ ,\F'\ ;r.rie 2 1- .200-t;CRESS w: ,' ' • ,e+ r � w � � j r' ai 7 sr #, Z i 1 il #. ZZ NORTH 0.504 ACRES $ - 7 , ±' X AI 01 SITE PLAN w ,. i i, SITE AREA 1 PARKING REQUIRED --- -1- -- IA I { �k BUILDING - - t -- - - TOTAL TOTAL Retail I Rest. ONice Medical PARKING RATIO \ ) J AREA g --- REQb PROV. I - �'F fir,#" 1 ✓✓ LOT Ill_ ACRES._-_--. LPkX ]0(1PkX ]0(a9LVEH 411@1 PEN iS(f; d ! $- - _ .:• 70,080 1.609 7,054 SF ® 1049/1000 SF I FBC i (� ,� ''"v, -5,040 SF q H,000 3 50= 50 80 16 00{1000 SF 9 i F" '� - -' - Vnii= ,7 t 2.,7211 27 27 47 1 17.27/1000 SF tt , r rrr--- y T " 1 2431 3,052® 3.052 19 fi 23(1000 SF ME11611111 ( L-_ N s.o &...,.�� .,.�'' . \ . 198240 4,551 �...-.._ --._..._. MIMI NOT USED �. 41.544 0 954 103Y J1400 SF E MARBLE ST. f 7 j 1 ��� ME-- l LtiI 1000 SF ,,SX jF /�\ \\✓ PRELIMINARY PLAN I r` - I NOT FOR CONSTRUCTION HWY 78 & BROWN SPo7 a [ T(' JOB NO 18-044 G S O I I�,H I T[ I J WYLIE,TEXAS I ISSUE DATE=29/19 OALLAS,TX 9]23859651 WYLIE ECONOMIC DEV. CORP. SCALE AS NOTED www.G50eichilec9723 1 Qai ' .� ' ', r ' - BROWN I I 0 i Li LOT 5 .1 ',"' -' `; 1'0.340 ACRES: i 6i , ,--1 a 6,ow SF LOT 6 { ,/' ` L. I NOT A PART '','V € 1 .1,—,//: \\\ \ I ,,' ,,- i 1 F H � s# w x�. r AFF ,° ,"/"/""' /7"--\\ ,-.,„--1-\ ROW-1 i 1— .200�iiE •,s =#, , {F.IF v 0.504 ACRES 07 4,$LLIY ' NORTH i rf......_ _ I __ i I '' ;�' SITE AREA PARKING REQUIRED TOTAL TOTAL 40 - 1 g.4,. s"' - BUILDING i -_-'"y". ' Retail Res[ Office j__Medt l PARKING RATIO Ii. ""1 , AREA "• REq'D PROv. 7 ' / OT SF ArrRFS t±yv vE iPe6 aoanree s,4+s.. .. .. -... ' ,�. ( e f, � ,r,•rF 70,131 1 fi10' 7,420 SF 3,710 19i 3,710 38 __ -( 57 58 7,82✓1000 5F ° FBC ' u 8 r' 70,734 1 624 5„000 M 5,000 50 SO 86 17 201/1000 SF 3 I} LOT 1 'S. •_-0 0 902 3,343 3343i 34 34 43 12,861/1000 SF a. i �� tI � �/ � \ 75.907 10022 5.0001 SF 1 3,343" 3,0 I 34 35 1041I 1000 SF I m' 5 z ��z���� � f 5000? 50 50 75 1500/1000 SF "'•. .. .. 198,308 4.553 I IIMISIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIMIIIIIINMNIIMIIIIIIIIIIIIIIMIIIIIIIIIIIIIIIIIII E MARBLE ST, IIIIIIIMIIMIIIIIIIMIIEIIIIIIIIIINIIIIIIIIIIMIIMIIIIIIIIIMMIIIIIMMMMIIIIIIII � i{ i ._ _.._. .. S gm 300586 1145. 24,106 3,710 im_lu nom 1000 SF I 1—;X\ \> s` 7" s PRELIMINARY PLAN NOT FOR CONSTRUCTION HWY 78 & BROWN sPos 6 S 0 ❑H C U I T E C T S NML1E,TEXAS JOB No:+8044 ISSUE DATE:05129119 DALLASWWW 1 X .GSOerchilec 972 3 972 659651 WYLIE ECONOMIC DEV. CORP. SCALE AS NOTED [10.1411TO NI/ BROWN r- -1 r ‹...\_, ,: i ,, \ 0.340 ACRES T LO 8 ....n.#.. it ' ,.. , NOT A PART ,' �— f f II I\ g VZ NOT A PART \ .Q s — t. Is v / r- (--- 0200-ACRES ' Z.:Z:4 A , ,„.."--\\\ „/".\*.) 7... ." \ s> N -'''' \r 41,,,,,, ZZ 17 GO 1L I �6 ;is A r W 10.504 ACRESI �\ ee'1y NORTH 1 ,/ \2, r• % \ 01 SITE PLAN e 1 I k.,,,, „-----\\ `�` � � .,..„. sin PARKING REQUIRED t ' —— I. ,. //// BUILDINGoffit„ TOTAL 1 TOTAL ' `F e Z \' LOT SF_ ACRES _ ra i M�icad PARKING RATIO AREA ' Reteld x Re Y I e J/ 2 70,734[ 1624 S,DDO SF S.00D� �" _ "i REq'D PROV l \ Prx 1 �) - d 7 ., �� , r 1 70,131 1610 7,420 SF 3.710 191 3,710 I 38 f 57 ' 58 7.82 1000 SF �1 1 r 50 -� 50 86 17 20/1000 SF 1 FBC I LOT 1 .' \ \ .3 39308 0-902 3343 SF I 3,343 34 34 ]7 43 12861/1000 SF t F 1 a __ I -'b' f`�;� f \ 5 44,507 1022 3,343 SF 7 3343 34 I 34 I 35 10.47/1000 SF / . \ 5 75,906 1.743 3,052 SF 3,052 15 ] i 15 19 6.23/1000 SF --_�®--�.���-�� J 6 198,308 4.553 r E MARBLE ST. 1 1 i 1 i :\ 1\ TOTAL 1 300586 11453I 22158 SF I 3,710 19I 15398 156I 01 y I I 1901 241t 108411000 Si Zr / / f NOT FOR CONSTRUCTION HWY 78 & BROWN SPO8 GS0ARCHITECTS WYLIE,TEXAS JGfi N01fi-044 ISSUE DATE OS/29/19 OALLASwww G50 ns com"9651 WYLIE ECONOMIC DEV. CORP. SCALE:ASNOTED „c�fiec9 23 a©A, ylie cono ic I evelo s ent Cor i oration E CsiDA * UM TO: WEDC Board of Directors FROM: Samuel Satterwhite, Executive Director SUBJECT: FY 2019 - 2020 Budget DATE: June 3, 2019 Issue Discuss issues surrounding the FY 2019—2020 WEDC Budget. Analysis As discussed on June 15th and anticipated previously in December 2018 while planning for the financial commitment to Brown/78,the WEDC Budget will be geared more toward redevelopment projects with our 'Future Projects' budget limited. Priorities as identified with the attached budget are as follows: Wylie Logistics Park $550,000 78/Brown Debt Service 581,372 Brown/78 Infrastructure 500,000 Downtown Parking 73,000 Ongoing Incentive Commitments 446,791 The WEDC is scheduled to present to Council on July 1 1 th. Following Council input, staff will present a final budget for Board consideration on July 17th and provide the same document to Council for final consideration. Final budgets are made available to the public on August 5,2019. As shown on the attached detailed budget, the WEDC has estimated $5,087,433 in available resources as follows: Beginning Fund Balance $286,072 Sales Tax 2,960,895 Rental Income 153,240 Pad Sale (Highway 78) 1,452,726 Environmental Reimbursement 225,000 Interest Earnings 9 500 Total $5,087,433 FY 2019- 2020 Budget June 3, 2019 Page 2 of 4 As is the case every year, staff has worked closely with Finance to develop an accurate Beginning Fund Balance being that the WEDC budgets to have those monies available for the following year and bases its expenditures on the same. Along with fixed operating expenses for the balance of the fiscal year, significant expenses (budgeted yet unexpended) as follows are also accounted for within the Beginning Fund Balance: $250,000 for a drainage study and extension of a 544 waterline, $150,000 for Jackson Street alley improvements, $85,000 for Karan demolition, $331,000 for approved incentive payments including sales tax reimbursement programs, $50,000 for environmental, and $50,000 in regional marketing expenses. Sales Tax projections are typically estimated in March. At that time, year-end receipts for FY 18 — 19 were calculated at $2.82 mm, or a 10% gain over FY 18 — 19. From the year-end total, staff has budgeted for a conservative 5% growth rate for FY 19 — 20 creating sales tax projections of $2,960,895. Staff had previously budgeted for two pad sales but has removed the Gateway transaction based upon current interest in the City tract. The proposed 78 pad sale is offset entirely by principal reduction, commissions, and closing costs therefore having a zero net effect should a transaction not occur. Not accounting for $4.5 mm in land acquisition costs funded with loan proceeds in FY 18 - 19, staff is proposing a budget with cuts of$107,088 for all programs outside of fixed incentives, debt service, and capital outlay. The following provides detail within Expense accounts which include items with increased funding requirements, new programs, or highlights a continued existing program: Within Personnel Services, salaries reflect a 3.0% increase over FY 18— 19 as is consistent with the City budget. Staff will be seeking further input from the Board in Executive Session in July when the Executive Director is evaluated. There are no significant changes in Supplies. Staff is recommending that the Partnership with the Smith Public Library is continued at $5,000 for expenses associated with the WEDC Small Business Center. Incentives reflects a budget of$1,176,486. Within this budget, $446,791 is allocated for ongoing WEDC commitments associated with eight projects. Within those eight projects, three projects will conclude in FY 19—20 representing reduced annual commitments of$112,000. Project 2019 ($100,000) and Project 2020 ($500,000) represent projects currently being negotiated which will require approved Performance Agreements. The Future Projects line item ($129,695) within Incentives represents uncommitted funds within the total budget to be used for incentive programs. Special Services includes partnering with the City of Wylie ($4,375) for a consultant which evaluates sales tax trends, retail & environmental consulting services of $77,500, and Property Management services ($11,760) for Brown/78 and 2nd Street properties. Also included within Special Services is $5,000 for the City Interlocal Agreement under which the City provides financial services to the WEDC. FY 2019- 2020 Budget June 3, 2019 Page 3 of 4 Within Advertising, staff is recommending that the WEDC continue its partnership with the City of Wylie Public Information Office in funding Regional Marketing Initiatives. Staff requested that the Public Information Officer refine funding requests for the highest priority items which represented a $30,000 reduction from the prior year budget of$80,000. Additional changes for the upcoming year include shifting print advertising from the 4-most Business Program to a Manufacturer's spotlight and setting monies aside for partnering with KCS to promote the proposed Wylie Logistics Park. Staff is also recommending that $5,000 continue to be dedicated to the Merchants Association in matching dollars to advertise and promote downtown. Within Community Development, a Regional Brokerage event is planned for a third year along with continued support (albeit reduced) of local community programs such as the Care Center, Education Foundation, Chamber of Commerce, etc. Additional reductions in spending are proposed for Sporting Tickets and Industrial Appreciation events based upon current activities being funded. Based upon current and projected expenditures, staff is further recommending reductions in Legal and Engineering of$31,000. Within Debt Service the Board will note that the Peddicord/White, Buchanan, and K&M/Hobart debt has been retired. The Dallas Whirlpool and Brown & 78 notes will transition into P&I payments and Principal Reduction is budgeted at $1,352,562. With a budget requiring significant reductions, Land is recommended at zero. The only potential acquisition targets would be off Eubanks or Alanis but would need to be addressed through a budget amendment with the Board/Staff making the case for a budget amendment to Council at a future date. $100,164 for title policy and commissions represent closing costs for the estimated pad sale under which the WEDC would be the Seller. As a reminder,should the City of Wylie sell any portion of its land within the 544 Gateway project, the WEDC would be reimbursed approximately $225,000 for development expenses to date. Finally, Streets & Alleys is budgeted at $674,664 and tied to potential development costs associated with the Brown/78 site. Should the NTMWD line need to be relocated, 50% of the costs can be budgeted within FY 19—20 since it is an 18-month project. Should the Board decide to undertake the relocation project, the remaining 50% will be planned for within the FY 20 —21 Budget. As requested by the Board in May, staff evaluated the WEDC cash flow position through the end of the fiscal year. In developing these figures, staff planned for expending 100%of budgeted line items which are more than likely not going to take place at 100%. For example, staff is budgeting for$50,000 in future incentives with potential expenditures of$10,000. As well, Special Services has a miscellaneous budget of$10,000 for this fiscal year with no identified use at this time. The same scenario applies to Advertising, Legal, and Travel. Therefore, it is realistic to estimate that there will be$100,000 in expenses within the cash flow analysis that will not be expended but staff wants to present a worst-case scenario. FY 2019- 2020 Budget June 3, 2019 Page 4 of 4 With that said, the month end cash position is as follows: June $558,047 July 487,472 August 191,538 September 69,206 One-time expenditures (other than incentives) reducing the cash position at the end of the fiscal year are: 544 Water line $100,000 Braley Closing 180,000 Drainage Study 100,000 Environmental (est.) 65,000 Recommendation Staff has no recommendation at this time and is seeking Board input. Attachments FY 2019 - 2020 WEDC Budget Wylie Economic Development Corporation FY 2019-2020 Approved Proposed REVENUES 2018-2019 2019-2020 Unreserved Beginning Fund Balance(10-01) 1,462,636 286,072 Sales Tax 2,600,000 2,960,895 Allocated Interest Earnings 3,600 9,500 Sale of WEDC Pad Site/Land 1,552,726 1,452,726 ** Environmental Reimbursement 0 225,000 ANB Loan Proceeds 4,500,000 0 Rental Income Brown&78,end St. 10,000 58,800 Steel Rd 6,000 6,000 106 N. Birmingham 12,000 12,000 711 Cooper 4,800 4,800 605 Comm-201 17,220 17,220 605 Comm-200 24,000 24,000 605 Comm-204 12,420 12,420 201 Industrial Ct(COW) 0 0 908 Kirby 24,000 6,000 100 Oak St(Peddicord) 12,000 12,000 TOTAL REVENUES 10,241,402 5,087,433 EXPENSES Personnel Services-Direct Comp. Salaries 295,589 304,457 Longevity Pay 1,453 1,597 Total Direct Comp. 297,042 306,054 Personnel Services-Other Comp. Car Allowance 12,600 12,600 Phone Allowance 4,656 4,656 Personnel Services-Retirement(TMRS) 45,879 48,052 63,135 65,308 Personnel Services-Insurance Group Hospitalization&Life Ins. 41,277 41,824 Long-Term Disability 1,655 1,736 FICA 18,863 19,757 Medicare 4,412 4,621 Workers Compensation 396 415 Unemployment Compensation-TWC 810 810 Total Insurance 67,413 69,163 TOTAL PERSONNEL SERVICES 427,590 440,525 SUPPLIES Office Supplies Maps and Photography 2,500 500 Pad Folios 1,000 1,000 Operating Supplies 1,500 1,500 Misc. 1,000 0 Total Office Supplies 6,000 3,000 6/4/2019 Wylie Economic Development Corporation FY 2019-2020 Approvea Proposed Postage and Freight 2018-2019 2019-2020 Courier Services(5/yr @$49) 490 245 Postage 150 150 Misc. 250 0 Total Postage&Freight 890 395 Food Supplies Leadership Wylie 300 250 Board Meetings 600 600 ICAN 250 250 Misc. 1,000 1,000 Total Food Supplies 2,150 2,100 Other WEDC Small Business Resource Center 5,000 5,000 TOTAL SUPPLIES 14,040 10,495 MATERIALS FOR MAINTENANCE Computer Hardware and Software(maintenance) 2,000 3,000 CONTRACTUAL SERVICES Incentives Wdbrdg Ctr-InvenTrust.-Sales Tax Reimbursemen 275,000 0 B&B Theatre-Sales Tax Reimbursement 25,000 0 B&B Theatre Incentive(6 of 6) 25,000 0 CSD-Sales Tax Reimbursement 175,000 150,000 EXCO(4 of 4) 20,000 20,000 SAF(2 of 3) 45,000 54,902 Dank(2 of 3) 37,100 22,900 Cross Development(payable fy 20-21) 0 0 Carrie Elle(2 of 2) 0 2,500 DCU(2 of 3) 0 19,489 SCSD Finnell(1 of 2) 0 87,500 Rocking M(1 of 1) 0 89,500 Project 2019 0 100,000 Project 2020 0 500,000 Future Projects 500,000 129,695 Total Incentives 1,102,100 1,176,486 Special Services Sales Tax Report 0 4,375 Janitorial Services 1,900 1,896 Qtrly Pest Control 0 380 Mowing 7,000 5,000 Leasehold Improvements 5,000 5,000 Traffic Counts 3,000 4,000 The Retail Coach 12,000 12,500 Misc.Consulting Services 40,000 0 6/4/2019 Wylie Economic Development Corporation FY 2019-2020 Approved Proposed 2018-2019 2019-2020 Environmental Services 65,000 65,000 Property Management 0 11,760 Transfer to GF-Interlocal Agreement 5,000 5,000 Misc. 10,000 5,000 Total Special Services 148,900 119,911 Advertising Chamber Directory 1,500 1,500 Pirate/Raider Football 1,200 0 Chamber Banner Ad 1,500 1,500 Wylie News Newcomers Guide 1,700 1,000 The Wylie News-misc. 1,000 500 Downtown Promotion 5,000 5,000 Promotional Materials 3,000 0 Regional Marketing Initiative 80,000 50,000 Wylie Logistics Park 0 50,000 Woodbridge Scorecard 1,500 1,500 Website Maintenance 7,000 6,000 Manufacturers Spotlight(12) 18,600 18,600 Misc. 5,000 2,000 Total Advertising 127,000 137,600 Community Development Christian Care Golf Tnmt/Sponsorship 2,000 1,000 Wylie Chamber of Commerce: Championship Rodeo 1,500 1,000 Banquet 1,500 1,000 Misc. 1,000 0 Rotary Club 1,000 1,000 Boots&Barbecue 1,500 1,000 Taste of Wylie 2,000 1,000 Regional Broker Event 14,000 14,000 Education Foundation Fit for Business 2,250 2,250 Manufacturing Day 10,000 4,000 Sporting Events 10,000 5,000 Flag Program 3,000 3,500 FFA Sale-Sponsorship 3,000 1,000 Merchants Assoc.-Downtown Events 500 250 Collin College Gala 2,500 1,000 Collin County Prayer Breakfast 600 600 Coventry Golf Tournament 1,000 500 Holiday Baskets 1,500 0 MGA Sponsor 2,000 2,000 CCIM Sponsor 1,500 2,250 General Funds 5,000 1,000 Total Community Dev. 67,350 43,350 6/4/2019 Wylie Economic Development Corporation FY 2019-2020 Approved Proposed Communications 2018-2019 2019-2020 Internet 2,600 2,760 Cell Phone Equipment 500 500 Office Lines 2,160 2,160 Web Communication Tools 600 700 Sales Force License 2,400 2,800 Tablet Service 1,368 456 Total Communications 9,628 9,376 Rental Expense 250 S. Hwy 78($2,250 @ 12 mo.) 27,000 27,000 Copier Service Agreement 2,328 2,328 Total Rental 29,328 29,328 Travel,Training,and Recruitment TEDC Conference Registration-2 1,200 1,000 Travel,lodging,meals 2,000 2,000 TEDC Winter Registration-1 800 500 Travel, lodging, meals 1,500 750 TEDC Mid-Year Registration 800 500 Travel, lodging, meals 1,500 1,000 TEDC Board Retreat 1,200 1,200 IEDC-Conference 0 ICSC-Nat'l Registration(4) 3,600 2,400 Travel, lodging, meals 11,700 8,300 ICSC-Texas Registration 500 250 Meals 400 100 Wylie/Collin County Days 10,000 0 Training-Assistant 500 1,500 Training-Director 500 0 Training-Assistant Director 6,000 1,000 Sales Tax Training(2) 1,225 817 Prospect Recruitment 12,000 10,000 Total Travel, Train. &Recruit. 55,425 31,317 Dues&Subscriptions IEDC 810 450 TEDC(2) 1,000 1,000 Rotary(2) 1,500 1,067 Wylie Chamber of Commerce 1,500 1,500 Wylie Merchant Association 100 100 Woodbridge Golf Club 3,550 3,550 6/4/2019 Wylie Economic Development Corporation FY 2019-2020 Approved Proposed 2018-2019 2019-2020 ICSC(4) 400 200 Club Corp 8,400 3,000 DFW Marketing Team 2,500 2,500 Website Tool-Subscriptions 5,100 6,200 Misc. 1,000 0 Total Dues 25,860 19,567 Insurance General Liability&Loss Casualty 4,000 4,000 Bond 310 310 Total Insurance 4,310 4,310 Audit and Legal Services Audit 3,000 3,000 Legal 36,000 20,000 Total Audit&Legal Services 39,000 23,000 Engineering-Architect Surveying 10,000 10,000 Engineering 20,000 5,000 Total Engineering-Architect 30,000 15,000 Utilities Electricity&Water 2,400 3,000 TOTAL CONTRACTUAL SERVICES 1,641,301 1,612,244 DEBT SERVICE&CAP.REPL Debt Service ANB-Peddicord/White 494,954 0 ANB-Buchanan 80,651 0 ANB-K&M/Hobart 104,943 0 Kirby-Dallas Whirlpool(Pmts 35-46 of 60) 82,667 216,046 Woodbridge Parkway(Pmts 62-73 out of 80) 159,215 159,215 Jarrard(Pmts 34-45 of 120) 37,310 37,310 Brown&78(Pmts 10-21 of 60 w/balloon) 262,969 581,372 Principal Reduction 749,240 1,352,562 ** Total Debt Service 1,971,949 2,346,505 CAPITAL OUTLAY Land Acquisition 200,000 0 Title Policy 9,000 13,000 ** Commissions 91,000 87,164 ** Brown&78 4,500,000 0 Streets&Alleys Downtown Alley(s) 300,000 0 544 Water Line 150,000 0 6/4/2019 Wylie Economic Development Corporation FY 2019-2020 Approved Proposed 2018-2019 2019-2020 Eubanks Water Line 19,080 0 Brown/78 NTMWD 42"Relocation(50%) 0 425,000 Brown/78 Median Improvements(50%) 0 75,000 Birmingham Parking Improvements 0 73,000 Hensley Lane-Entrance 38,680 0 Computer Hardware&Software 1,000 1,000 Furniture&Fixtures 1,000 500 TOTAL CAPITAL OUTLAY 5,309,760 674,664 TOTAL EXPENSES 9,366,640 5,087,433 6/4/2019 ylie Econo ic I evelop ent Corporation E • ' A DU TO: WEDC Board of Directors FROM: Sam Satterwhite, Executive Director SUBJECT: Future Agenda Items DATE: May 30, 2019 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.