09-27-2021 (WEDC) Agenda Packet Special Called Wylie Economic Development Corporation
Special Called Board Meeting
September 27, 2021 —7:30 AM
Council Conference Room-300 Country Club Road,Building#100,
Wylie, Texas 75098
CALL TO ORDER
INVOCATION& PLEDGE OF ALLEGIANCE
COMMENTS ON NON-AGENDA ITEMS
Any member of the public may address Board regarding an item that is not listed on the Agenda. Members of the public must
fill out a form prior to the meeting in order to speak.Board requests that comments be limited to three minutes for an individual,
six minutes for a group.In addition,Board is not allowed to converse, deliberate or take action on any matter presented during
citizen participation.
REGULAR AGENDA
1. Consider and act upon issues surrounding a Purchase and Sale Agreement between WEDC and the City of
Wylie.
2. Consider and act upon Resolution 2021-02(R)between the WEDC and Government Capital Corporation.
DISCUSSION ITEMS
DS 1. Staff report: WEDC Property Update and Upcoming Events.
EXECUTIVE SESSION
Sec. 551.072. DELIBERATION REGARDING REAL PROPERTY; CLOSED MEETING.
A governmental body may conduct a closed meeting to deliberate the purchase, exchange, lease, or value of real
property if deliberation in an open meeting would have a detrimental effect on its negotiating position.
ES 1. Consider the sale or acquisition of properties located at Ballard/Brown,FM 544/Cooper,Jackson/Oak,
State Hwy 78/Ballard, and State Hwy 78/Brown.
Sec. 551.074.PERSONNEL MATTERS; CLOSED MEETING.
(a) This chapter does not require a governmental body to conduct an open meeting:
(1)to deliberate the appointment, employment, evaluation,reassignment,duties,discipline, or dismissal of a public
officer or employee; or
(2)to hear a complaint or charge against an officer or employee.
(b)Subsection(a)does not apply if the officer or employee who is the subject of the deliberation or hearing requests
a public hearing.
ES2. Evaluation of WEDC Staff.
Fake 11
Sec. 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS;
CLOSED MEETING.
This chapter does not require a governmental body to conduct an open meeting:
(1) to discuss or deliberate regarding commercial or financial information that the governmental body has received
from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of
the governmental body and with which the governmental body is conducting economic development negotiations;
or
(2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1).
ES3. Deliberation regarding commercial or financial information that the WEDC has received from a business
prospect and to discuss the offer of incentives for Projects: 2017-10a,2020-1 lb, 2021-4a, 2021-4b, 2021-4c,
2021-6a, 2021-8a, 2021-8b and 2021-9c.
RECONVENE INTO OPEN SESSION
Take any action as a result from Executive Session.
FUTURE AGENDA ITEMS
ADJOURNMENT
CERTIFICATION
I certify that this Notice of Meeting was posted on September 23, 2021, at 5:00 p.m. on the outside bulletin board
at Wylie City Hall, 300 Country Club Road, Building 100, Wylie, Texas, a place convenient and readily accessible
to the public at all times.
Stephanie Storm, City Secretary Date Notice Removed
The Wylie Municipal Complex is wheelchair accessible. Sign interpretation or other special assistance for disabled
attendees must be requested 48 hours in advance by contacting the City Secretary's Office at 972.516.6020.Hearing
impaired devices are available from the City Secretary prior to each meeting.
If during the course of the meeting covered by this notice, the Board should determine that a closed or executive
meeting or session of the 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 Board at the date, hour and place given in this
notice as the 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 sanctions and purposes:
Texas Government Code Section:
§ 551.071 —Private consultation with an attorney for the City.
§ 551.072—Discussing purchase, exchange, lease or value of real property.
§ 551.073—Discussing prospective gift or donation to the City.
§ 551.074—Discussing personnel or to hear complaints against personnel.
§ 551.076—Discussing deployment of security personnel or devices or security audit.
§ 551.087—Discussing certain economic development matters.
Page 12
Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: September 27, 2021 Item Number: 1
Prepared By: Jason Greiner Account Code:
Date Prepared: 9/22/21 Exhibits: 1
Subject
Consider and act upon issues surrounding a Purchase and Sale Agreement between WEDC and the City of
Wylie.
Recommendation
Motion to approve a Purchase and Sale Agreement between WEDC and the City of Wylie for the sale of a 4.67-
acre property located at 802 West Kirby and further authorize WEDC President Dawkins to execute all
documentation necessary to effectuate the transaction.
Discussion
As the Board will recall, the WEDC has been working toward the redevelopment of the FM 544 Gateway for
several years, with the purchase of 900-908 West Kirby in 2016. The City of Wylie currently owns the parcel
of land at 802 West Kirby, which is located immediately east and adjacent to the WEDC property. The EPA
completed remediation of this site through its Superfund Division in 2016.
The City of Wylie issued an Invitation to Bid for 802 West Kirby in July 2021 and awarded the bid for the Sale
of Real Property to the WEDC at the 8-10-21 City Council Meeting. WEDC is in the process of securing
funding for acquisition of this property, with the estimated funding date being October 5, 2021.
Analysis:
• Lot size: 4.79 acres
• Sales Price: $3,000,000
• Anticipated Closing Date: October 22, 2021
Infrastructure improvements will begin in the next 60 days, with demolition and significant redevelopment
efforts starting in FY22.
Page 1 of 1
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the
Effective Date (as defined in Section 5.01 below) by and between the CITY OF WYLIE, a
Texas municipality ("Seller") and WYLIE ECONOMIC DEVELOPMENT
CORPORATION, a Texas nonprofit corporation ("Purchaser").
WITNESSETH:
WHEREAS, Seller desires to sell and convey the Property (as defined in Section 1.01
below) to Purchaser, and Purchaser desires to acquire and pay for the Property, pursuant to the
terms,provisions, and conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the premises and mutual covenants
and agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser hereby covenant and agree
as follows:
ARTICLE I
ACQUISITION OF THE PROPERTY
Section 1.01 The Property. Subject to the terms and provisions of this Agreement,
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of the
following described property (sometimes referred to collectively as the"Property"):
4.79 acre tract in the E.C. Davidson Survey, Abs. A0266 EC Davidson Survey,
Tract 3 as more fully described in Exhibit A attached hereto and incorporated
herein by reference (the "Land") together with all rights, privileges, easements
and appurtenances pertaining to the Land.
Section 1.02 Purchase Price.
(a) The purchase price (the "Purchase Price") for the Property shall be Three
Million and No/100 Dollars ($3,000,000.00).
(b) The Purchase Price shall be payable by Purchaser in immediately available
funds at Closing (as hereinafter defined), subject to credits and prorations (if any)
provided herein.
Section 1.03 Earnest Money. Within five (5) business days after the Effective Date of
this Agreement, Seller shall deposit Purchaser's earnest money in a non-interest-bearing account
with Lawyer's Title, 250 Highway 78 S., Wylie, Texas 75098, Attn: Christi Foster, telephone
(972) 442-3541 (the "Title Company"), in immediately available funds the sum of Ten Thousand
Dollars ($10,000) (the "Earnest Money"). The Earnest Money shall be held and disbursed by
the Title Company in strict compliance with the terms and provisions of this Agreement. In the
Purchase and Sale Agreement—Page 1
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event this Agreement is closed, the Earnest Money and any Approval Extension Fees (defined
below), if applicable, shall be applied to the Purchase Price at Closing.
Section 1.04 Contract Consideration. One Hundred and No/100 Dollars ($100.00) of
the Earnest Money shall be non-refundable for any reason and shall constitute independent
consideration for Seller's execution and delivery of this Agreement, and shall be payable to Seller in
the event this Agreement is terminated or fails to Close for any reason, notwithstanding any other
provisions of this Agreement.
ARTICLE II
TITLE AND SURVEY REVIEW PERIOD
Section 2.01 Due Diligence Items. Within five (5) days after the Effective Date, Seller
shall deliver to Purchaser copies of all documents in Seller's possession related to the Property,
including without limitation, any and all development plans, surveys, declarations, and reciprocal
easement agreements in Seller's possession affecting the Property or adjacent property;
environmental reports; engineering reports; and soils reports. Notwithstanding the delivery of
the above described due diligence items, if any, Purchaser acknowledges that any infoiiiiation of
any type which Purchaser has received or may receive from Seller, or its agents, is furnished to
Purchaser as a courtesy only and on the express condition that Purchaser shall make an
independent verification of the accuracy of such information, all such information is being
furnished without any representation or warranty by Seller as to the truth, accuracy, or
completeness of such information, other than the representations and warranties contained
herein.
Section 2.02 Survey. Purchaser, at Purchaser's expense, may elect to obtain an ALTA
survey (the "Survey") describing the Property. The Survey will be certified to be accurate,
complete and correct to Title Company, Purchaser, Purchaser's lender (if any) and Seller, and
shall otherwise be in a form acceptable to the Title Company in order to allow the Title
Company to delete, at Purchaser's election and expense, the survey exception (except as to
"shortages in area") from the Owner's Title Policy to be issued by the Title Company. Such
Survey shall be made in accordance with the 2016 Minimum Standard Detail Requirements for
ALTA/NSPS Land Title Surveys,jointly established and adopted by ALTA and NSPS.
Section 2.03 Title Insurance.
(a) Within twenty (20) days after the Effective Date, Seller shall deliver or
cause to be delivered to Purchaser a commitment for title insurance, together with
complete, legible copies of all Exception Documents as defined herein below
(collectively, the "Title Commitment") issued by the Title Company covering the
Property and addressed to Purchaser, binding the Title Company to issue to Purchaser at
Closing an Owner's Policy of Title Insurance paid for by the Seller (the "Title Policy")
on the standard form of policy in the full amount of the Purchase Price insuring good and
indefeasible title to the Property in Purchaser subject only to the Permitted Exceptions.
Purchase and Sale Agreement—Page 2
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(b) Seller shall deliver or cause to be delivered, with the delivery of the
Title Commitment, a legible copy of any instrument referred to in the Title
Commitment that affects the title of Seller to the Property or that constitutes an
exception or restriction upon the title of Seller to the Property (the "Exception
Documents").
(c) Tax Statements. Within ten (10) days after the Effective Date, Seller
shall provide Purchaser with a copy of the most recent property tax statement affecting
the Property.
Section 2.04 Purchaser's Review.
(a) Purchaser shall have ten (10) calendar days from the date the last of the
following items is received by Purchaser: (i) Title Commitment, (ii) Exception
Documents, and (iii) the existing survey as may be in Seller's possession, to examine the
same and to deliver to Seller in writing the Purchaser's objections to any items contained
or set forth in the Title Commitment, Exception Documents, or survey as may be
provided by Seller or the Survey (the "Unacceptable Exceptions"). If Purchaser does not
receive the Title Commitment and all Exception Documents within the prescribed ten
(10) day period, the Feasibility Period shall be extended one (1) day for each day said
documents are late.
(b) Seller may, but shall not be required to, expend any cost to eliminate or
remove the Unacceptable Exceptions, if any. If Seller is unable, or unwilling to eliminate
and remove the Unacceptable Exceptions, Seller shall, within fifteen (15) days after
receipt of Purchaser's written notice of Unacceptable Exceptions, notify Purchaser in
writing of its inability or unwillingness to remove the Unacceptable Exceptions and such
notice shall set forth which Unacceptable Exceptions it is unable or unwilling to remove.
If Seller is unable or unwilling to remove the Unacceptable Exceptions, Purchaser may
teliiiinate this Agreement by giving written notice of such election delivered to Seller. If
Purchaser so terminates this Agreement, the Earnest Money shall be returned to
Purchaser and neither party shall have any further rights, duties or obligations hereunder,
except as expressly provided in this Agreement to the contrary. If Purchaser does not so
teliiiinate this Agreement after receiving Seller's written notice, then the Unacceptable
Exceptions together with other exceptions not objected to by Purchaser shall become
Permitted Exceptions ("Permitted Exceptions"). Notwithstanding the foregoing, the
parties agree that all matters appearing on Schedule C to the Title Commitment and all
monetary liens (specifically including without limitation any and all liens that appear
against the Property) shall be satisfied (as a condition to Purchaser's obligation to
purchase the Property) by Seller prior to Closing and shall not be deemed Permitted
Exceptions.
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ARTICLE III
REPRESENTATIONS,WARRANTIES AND COVENANTS
Section 3.01 Representations and Covenants of Seller. Seller hereby represents to
Purchaser that the facts recited below are true and accurate and will be true and accurate at
Closing.
(a) Seller has, or will have at Closing, good and indefeasible fee simple title
to the Property, free and clear of all liens, and no party has or shall have any rights in or
to acquire the Property except as reflected in the Title Commitment;
(b) Seller has no knowledge of any pending condemnation, liens, assessments,
or similar proceedings or charges affecting the Property by any governmental authority;
(c) Seller is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate, or non-resident alien for purposes of US income taxation, pursuant to
Section 1445 of the Internal Revenue Code;
(d) There are no leases affecting all or any portion of the Property and there
are no options or contracts granting any rights to acquire any right, title or interest in all
or any portion of the Property, save and except those listed in the Title Commitment.
(e) Seller has not received any written notice of any violation of any
ordinance, regulation, law or statute of any government agency or instrumentality
pertaining to the Property of any portion thereof which has not been complied with;
(f) All facilities for furnishing Utilities to the Property have been completed
and installed by the Closing Date, and that all Utilities are available to Purchaser, at a
perimeter or boundary of the Property and subject to tap in by Purchaser. (The term
"Utilities" as used herein shall include telephone, gas, electric and water. Excluding:
storm sewer, sanitary sewer, and natural gas)
(g) There is no action, suit, proceeding or claim affecting Seller or the
Property, or any portion thereof, relating to or arising out of any Lease or the ownership,
operation, use or occupancy of the Property, pending or being prosecuted in any court or
by or before any agency or other governmental instrumentality nor, to the knowledge of
Seller, has any such action, suit, proceeding or claim been threatened or asserted. There
is no proceeding pending or presently being prosecuted in connection with the assessed
valuation or taxes of other impositions payable in respect of any portion of the Property.
(h) No work has been performed or is in progress by Seller at, and no
materials have been furnished to, the Property or any portion thereof which might give
rise to mechanic's, materialman's or other liens against the Property.
(i) All Utilities required for the operation of the Property pass through
adjoining public streets or if they pass through an adjoining private land, do so in
Purchase and Sale Agreement—Page 4
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accordance with valid public easements or private easements which will inure to the
benefit of the Purchaser, its successors and assigns. All of such public utilities have been
validly and properly installed and are fully operational, excluding: storm sewer, sanitary
sewer, and natural gas.
(j) The Property has not been used by Seller during its ownership for the
handling, storage, transportation, or disposal of any hazardous materials. As used herein,
"hazardous materials" means any explosives, radioactive materials, gasoline, diesel fuel,
asbestos, or other hazardous waste including, without limitation, substances defined as
"hazardous substances," "hazardous materials," or "toxic substances," in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 or
any regulations promulgated thereunder; The Hazardous Materials Transportation Act or
any regulations promulgated thereunder; or "hazardous waste" as defined in the Resource
Conservation and Recovery Act, or any regulations promulgated thereunder; or any
substance regulated by the Toxic Substances Control Act, or any regulations promulgated
thereunder, all as amended.
(k) There are no contracts, leases, options to purchase or rights of first refusal
that will impede Seller from delivering exclusive possession of the Property to Purchaser
at Closing.
ARTICLE IV
CLOSING
Section 4.01 Closing.
(a) The Closing of the purchase and sale of the Property pursuant to this
Agreement (the "Closing") shall take place at the Title Company on the date (the
"Closing Date") that is October 22, 2021 (as extended) or such earlier date as is elected
by Purchaser by giving not less than three (3) days prior notice to Seller, subject to and
contingent on the Conditions to Close.
(b) At the Closing, Seller shall deliver to Purchaser the following:
(i) A duly executed and acknowledged special warranty deed (the
"Deed"), conveying good and indefeasible title in fee simple to all of the
Property, free and clear of any and all liens, encumbrances, conditions, easements,
assessments, and restrictions, except for the Permitted Exceptions;
(ii) The Title Policy, which shall be delivered within a reasonable time
after Closing;
(iii) The most recent tax statements in Seller's possession;
(iv) Certification of Non-Foreign Status pursuant to Section 1445 of
the Internal Revenue Code of 1986, as amended;
Purchase and Sale Agreement—Page 5
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(v) Such other instruments as are customarily executed in the county
in which the Property is located to effect the conveyance of property similar to the
Property, with the effect that, after the Closing, Purchaser will have succeeded to
all of the rights, titles and interests of Seller related to the Property and Seller will
no longer have any rights, titles, or interests in and to the Property;
(vi) Exclusive possession of the Property; and
(vii) Seller's closing certificate verifying that each of the Seller's
covenants have been fully satisfied and that the representations and warranties of
Seller set forth in this Agreement are true, correct and complete on and as of the
Closing Date.
(c) Conditions to Close. Purchaser's obligation to close on the purchase of
the Property is subject to and contingent upon the satisfaction of all closing conditions in
this Agreement, including without limitation:
(i) No material or adverse changes to the Property shall have occurred
subsequent to the Effective Date of the Contract and prior to the Closing Date.
(ii) Seller has delivered to Purchaser the required items set forth in
Section 4.01(b).
(iii) There are no contracts, leases, options to purchase or rights of first
refusal that will impede Seller from delivering exclusive possession of the
Property to Purchaser at Closing.
(c) At the Closing, Purchaser shall deliver to Seller the following:
(i) The Purchase Price, as provided, herein; and
(ii) Such evidence as Seller's counsel and/or the Title Company may
reasonably require as to the authority of the person or persons executing
documents on behalf of Purchaser.
Section 4.02 Closing Costs. Purchaser and Seller hereby covenant and agree that:
(a) Seller shall bear the cost of the Title Commitment, Title Policy, all real
estate transfer taxes, real estate commissions as defined in Section 4.05, one-half(1/2) of
the recording fees and the escrow fee charges by the Title Company, and Seller's
attorneys' fees.
(b) Purchaser shall pay the cost of the recording fees for any loan documents,
one-half(1/2) of the recording fees and escrow fee charged by the Title Company, and its
own attorneys' fees.
Purchase and Sale Agreement—Page 6
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(c) All other closing costs not specifically identified in Sections 4.02(a) and
(b) shall be allocated as is customary in the local area.
Section 4.03 Default by Seller; Remedies of Purchaser. In the event Seller fails to
comply with any obligation, covenant or agreement to be performed, honored, or observed by
Seller prior to or at Closing pursuant to the terms and provisions hereof, and such failure
continues for five (5) days after written notice thereof from Purchaser, then Purchaser may as
Purchaser's sole and exclusive remedy, either (a) terminate this Agreement by giving written
notice thereof to Seller, at which time the Earnest Money, Additional Earnest Money, if any,
shall be returned to Purchaser or (b) enforce specific performance. Any lawsuit to enforce
specific performance must be filed by Purchaser within sixty (60) days of Seller's default.
Section 4.04 Default by Purchaser; Remedies of Seller. In the event Purchaser fails
to comply with any obligation, covenant or agreement to be performed, honored, or observed by
Purchaser prior to or at Closing pursuant to the terms and provisions hereof, and such failure
continues for five (5) days after written notice thereof from Seller, then Seller, as its sole and
exclusive remedy, may terminate this Agreement by giving Purchaser written notice thereof, in
which event Seller shall retain, as liquidated damages, the Earnest Money, and neither party shall
thereafter have any rights, duties or obligations hereunder.
Section 4.05 Broker's Commission. Each of the parties hereto hereby represents and
warrants to the other parties that no real estate commissions or finder's fees are due or payable as
a result of or in connection with this Agreement or the transactions contemplated herein to any
person or agency, and that each of the parties hereby agrees to indemnify the other party and
hold the other party hauiiless from and against any and all claims for real estate commissions
and/or finders fees occasioned by its acts.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Effective Date of Agreement. The teim "Effective Date" as used herein
shall mean the date this Agreement has been fully executed by Seller and Purchaser, as indicated
by their signatures below, and delivered to and acknowledged by Title Company.
Section 5.02 Notices. All notices, demands, consents, statements, offers, and other
communications required or permitted herein shall be delivered to the parties hereto by United
States registered or certified mail, return receipt requested, postage fully prepaid, or by a
nationally recognized overnight delivery service (e.g. Federal Express), or by email (pdf), or by
an independent courier service; provided, however, that in the event such courier service is used,
such service shall provide a receipt. Except as provided above, all such communications shall be
deemed delivered when actually mailed, emailed, or deposited with such overnight delivery or
courier service and shall be addressed to the intended recipient at the following address as either
party may specify in writing:
Purchase and Sale Agreement—Page 7
3480369v1
If to Purchaser: City of Wylie
300 Country Club Road
Wylie, TX 75098
Attn: Chris Holsted
Email: chris.holsted(cOmylietexas.gov
With a copy to: City of Wylie
300 Country Club Road
Wylie, TX 75098
Attn: Glenna Hayes, Purchasing Mgr.
Email: Glenna.hayes@wylietexas.gov
If to Seller: Wylie Economic Development Corporation
250 Highway 78
Wylie, Texas 75098
Attn: Jason Greiner
Email: jason@wylieEDC.com
With a copy to: Abernathy, Roeder, Boyd& Hullett, P.C.
1700 Redbud Blvd., Suite 300
McKinney, Texas 75069
Attn: Randy Hullett
Email: rhullett@abernathy-law.com
Section 5.03 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
AND ALL PROCEEDINGS OR OBLIGATIONS HEREUNDER SHALL BE MADE AND
ARE PERFORMABLE IN COLLIN COUNTY, TEXAS.
Section 5.04 Successors and Assigns. This Agreement shall apply to, inure to the
benefit of and be binding upon and enforceable against the parties hereto and their respective
heirs, administrators, successors and assigns.
Section 5.05 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which shall constitute but one
and the same instrument.
Section 5.06 Time. Time is of the essence in the perfoimance of each term, condition,
and covenant contained in this Agreement. No extension of time for performance of any
obligation or act shall be deemed an extension of time for performance of any other obligation or
act. If any date for performance of any term, condition or provision hereof shall fall on a
Saturday, Sunday or legal holiday, then the time of such performance shall be extended to the
next business day.
Section 5.07 Severability. This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations.
Purchase and Sale Agreement—Page 8
3480369v1
If any provision of this Agreement or the application thereof to any person or circumstance shall,
for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other persons or circumstances shall not be affected
thereby,but shall be enforced to the greatest extent permitted by law.
Section 5.08 Authority to Execute. Seller and Purchaser warrant that each of the
persons executing this Agreement in its behalf has full power and authority to enter into and
perform this Agreement and that, upon the execution of this Agreement by all parties, this
Agreement shall be binding upon each and enforceable in accordance with its terms.
Section 5.09 Entire Agreement. Purchaser and Seller each acknowledges and agrees
that at all times it has intended that none of the preliminary negotiations concerning this
Agreement would be binding on any party. This Agreement contains all the covenants,
conditions, agreements and understandings between the parties and shall supersede all prior
covenants, conditions, agreements, and understandings between Seller and Purchaser with
respect to the purchase and sale of the Property and all other matters contained in this
Agreement. This Agreement may not be amended except in writing subscribed by each of the
parties.
Section 5.10 Property Description. If different from the description contained in
Exhibit A attached to this Agreement, the legal description of the Property contained on the
Survey shall be substituted for the description of the Property in said Exhibit A and this
Agreement shall be amended by the substitution of the legal description of the Property
contained on the Survey as a new Exhibit A, without the necessity of the parties executing any
additional amendments to this Agreement. In addition, such description shall be used in the Title
Policy and the Deed to be delivered by Seller to Purchaser at Closing.
Section 5.11 Expiration. The offer of Purchaser shall extend by the delivery of this
Agreement to Seller shall be automatically revoked unless Seller shall execute this Agreement
and deliver same to the Title Company as evidenced by the Title Company receipt of this
Agreement on or before 5:00 p.m. on the date which is fifteen (15) business days from the date
on which Purchaser has executed this Agreement.
Section 5.14 Risk of Loss. Until Closing risk of loss shall be borne by Seller. In the
event that any damage or destruction of the Property, or any part hereof, by fire or other casualty,
or through condemnation or sale in lieu thereof, occurs prior to the actual Closing of the
transactions contemplated hereby, the Purchaser shall, at its option, elect one of the following:
(a) to terminate this Agreement and receive an immediate refund of all Earnest Money and
Additional Earnest Money previously deposited; or (b) to close this transaction as provided
herein and receive an assignment from Seller at Closing (or credit, as the case may be) of all of
Seller's rights in the award or insurance proceeds to be granted for the portion of the Property so
damaged, taken or condemned.
[Remainder of page intentionally left blank—signatures on next page]
Purchase and Sale Agreement—Page 9
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under proper authority and effective and binding as of the date first set above.
Purchaser:
City of Wylie, a Texas municipality
By:
Name:
Title:
Date:
Seller:
Wylie Economic Development Corporation, a
Texas nonprofit corporation
By:
Name:
Title:
Date:
Purchase and Sale Agreement—Page 10
3480369v1
RECEIPT OF EARNEST MONEY
The undersigned Title Company hereby acknowledges its receipt of an executed copy of
this Agreement and agrees to comply with and be bound by the terms and provisions of this
Agreement, without demand, including, without limitation, those terms relating to the disposition
of the Earnest Money and compliance with Section 6045(e) of the Internal Revenue Code of
1986, as amended from time to time, and as further set forth in any regulation or forms
promulgated thereunder.
Lawyer's Title
By:
Name:
Title:
Date:
Purchase and Sale Agreement—Page 11
3480369v1
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Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: September 27, 2021 Item Number: 2
(Staff Use Only)
Department: WEDC
Prepared By: Jason Greiner Account Code:
Date Prepared: 9/24/21 Exhibits:
Subject
Consider and act upon Resolution 2021-02(R)between the WEDC and Government Capital Corporation.
Recommendation
No action is required.
Discussion
This item was a placeholder in order to satisfy timing requirements for closing in the event that additional
discussion was required. No action is required on this item.
Page 1 of 1
Wylie Economic Development
Board
AGENDA REPORT
Meeting Date: September 27, 2021 Item Number: DS1
Prepared By: Jason Greiner Account Code:
Date Prepared: 9/23/21 Exhibits:
Subject
Staff report: WEDC Property Update and Upcoming Events.
Recommendation
No action is requested by staff for this item.
Discussion
Staff will lead a discussion regarding WEDC Property Updates and Upcoming Events.
Page 1 of 1