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Agenda Packet EDC 4B 10/05/2015Economic Development Corporation 4B (EDC 4B) Trophy Club Entities Meeting Agenda 100 Municipal Drive Trophy Club, Texas 76262 Svore Municipal Building Boardroom7:00 PMMonday, October 5, 2015 CALL TO ORDER AND ANNOUNCE A QUORUM CITIZEN PRESENTATIONS Citizens are allowed three (3) minutes to address the Board regarding an item over which the Board has policy or oversight authority as provided by Texas law, the ethics order, or other policy order. REGULAR SESSION 1.2015-0678-T Welcome and introduction of new EDC 4B Directors Angela Newell, Michael Richmond and Henry Brandt. 2.2015-0679-T Election of Officers: - President - Vice President - Treasurer/Secretary 3.2015-0684-T Receive an update regarding the International Council of Shopping Centers (ICSC) Conference & Deal Making event scheduled for November 4-6, 2015 in Dallas. 4.2015-0685-T Discuss and take appropriate action regarding the Old Town Development (OTD) Developer's Agreement. OTD Developers Agreement - 10-02-15 - Version 1 3 Revised TC - formatted.pdf Executed Letter Agreement - 02-20-15.pdf Amended OTD Term Sheet - November 25, 2014.pdf OTD Term Sheet - March 24 2014.pdf Attachments: 5.2015-0680-T Discuss and take appropriate action regarding the July 6, 2015 Minutes. 007 July 6 2015 Minutes.pdfAttachments: 6.2015-0681-T Discuss and take appropriate action regarding the August 25, 2015 Joint Session Minutes. August 25 2015 Joint Minutes.pdfAttachments: Economic Development Corporation 4B Page 1 of 51 Monday, October 5, 2015 October 5, 2015Economic Development Corporation 4B (EDC 4B) Meeting Agenda 7.2015-0682-T Discuss and take appropriate action regarding the June 2015 Financials. June Financial Report FY 2015-EDC 4B.pdfAttachments: 8.2015-0683-T Discuss and take appropriate action regarding the July 2015 Financials. July Financial Report FY 2015 EDC 4B.pdfAttachments: 9.2015-0686-T Town Manager Update: - Land purchase - MEAT "U" ANYWHERE BBQ & Bread Winners - PD-30 - The Village - Wonderland Montessori School & Retail Center - EDC Pool Bond Defeasance ADJOURN *THE BOARD MAY CONVENE INTO EXECUTIVE SESSION TO DISCUSS POSTED ITEMS AS ALLOWED BY THE TEXAS OPEN MEETINGS ACT, TEXAS LOCAL GOVERNMENT CODE 551.071. CERTIFICATION I certify that the above notice was posted on the front window of the Svore Municipal Building, 100 Municipal Drive, Trophy Club, Texas, on Friday, October 2, 2015 by 5:00 P.M. in accordance with Chapter 551, Texas Government Code. _____________________________ April Reiling PIO & Marketing Manager If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 682-831-4600, 48 hours in advance and reasonable accommodations will be made to assist you. I certify that the attached notice and agenda of items to be considered by this Board was removed by me from the front window of the Svore Municipal Building, 100 Municipal Drive, Trophy Club, Texas, on the __________ day of ______________________, 2014. ________________________________, Title: ___________________________ Economic Development Corporation 4B Page 2 of 51 Monday, October 5, 2015 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0678-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Welcome and introduction of new EDC 4B Directors Angela Newell, Michael Richmond and Henry Brandt. Attachments: Action ByDate Action ResultVer. Welcome and introduction of new EDC 4B Directors Angela Newell, Michael Richmond and Henry Brandt. Economic Development Corporation 4B Page 3 of 51 Monday, October 5, 2015 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0679-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Election of Officers: - President - Vice President - Treasurer/Secretary Attachments: Action ByDate Action ResultVer. Election of Officers: - President - Vice President - Treasurer/Secretary Economic Development Corporation 4B Page 4 of 51 Monday, October 5, 2015 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0684-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Receive an update regarding the International Council of Shopping Centers (ICSC) Conference & Deal Making event scheduled for November 4-6, 2015 in Dallas. Attachments: Action ByDate Action ResultVer. Receive an update regarding the International Council of Shopping Centers (ICSC) Conference & Deal Making event scheduled for November 4-6, 2015 in Dallas. Economic Development Corporation 4B Page 5 of 51 Monday, October 5, 2015 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0685-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Discuss and take appropriate action regarding the Old Town Development (OTD) Developer's Agreement. Attachments:OTD Developers Agreement - 10-02-15 - Version 1 3 Revised TC - formatted.pdf Executed Letter Agreement - 02-20-15.pdf Amended OTD Term Sheet - November 25, 2014.pdf OTD Term Sheet - March 24 2014.pdf Action ByDate Action ResultVer. Discuss and take appropriate action regarding the Old Town Development (OTD) Developer's Agreement. Economic Development Corporation 4B Page 6 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (“Agreement”) for a Public- Private Partnership is entered into by and between the Town of Trophy Club, Texas, a home rule municipality (hereinafter “Town”), Tax Increment Reinvestment Zone Number One (hereinafter “TIRZ #1), Trophy Club Economic Development Corporation 4B (hereinafter “EDC”), OTD TC2, LLC, and OTD TC, LLC , a Texas limited liability company (OTD TC and OTD TC2 collectively referred to hereinafter as “the Developer”), and all entities collectively referred to as Parties in this Agreement (“Parties”). W I T N E S S E T H: WHEREAS, the Town of Trophy Club is a home rule municipal corporation; and WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code (hereinafter referred to as "EDC Act"), on May 4, 1996, the Town created Economic Development Corporation 4B for the purpose of making economic development incentives and grants (hereinafter referred to as "EDC”); and WHEREAS, pursuant to Chapter 311 of the Texas Tax Code (hereinafter “TIRZ Act”), the Town created Reinvestment Zone No. 1, Town of Trophy Club, Texas (hereinafter “TIRZ”) which is a tax increment fund for a designated zone within the Town, and WHEREAS, Developer is the owner of an approximate 3.88 acre tract of land generally located in the Trophy Wood Plaza project comprised of Tract 1, Lots 1 and 2, and Tract 2 Lot 2R2 and zoned as part of Planned Development, PD No. 25, more particularly described on Attachment “A”, a copy of which is attached hereto and incorporated herein (hereinafter the “Property”), and Developer desires to develop its Property; and WHEREAS, the Property is located within the boundaries of Tax Increment Reinvestment Zone Number One; and WHEREAS, Developer desires to enter into this Agreement with Town, EDC and TIRZ in order to develop its property; and WHEREAS, in order to maintain and/or enhance the commercial economic and employment base of the Town of Trophy Club and the surrounding region for the long-term interest and benefit of the Town, in accordance with the EDC Act and TIRZ Act, the Town, EDC, and TIRZ #1 desire to enter into this Agreement to provide the terms of a public-private partnership between the Parties providing certain incentives for the development of the property in accordance with the standards set forth herein; and Economic Development Corporation 4B Page 7 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 2 WHEREAS, on the 24th day of March 2014, after negotiations with the Developer, the Town Council of the Town, the Board of Directors for EDC, and the Board of Directors for TIRZ approved a Term Sheet with Developer pursuant to applicable state law, outlining details of the proposed development and obligations of all Parties thereto; and WHEREAS, by agreement of the Parties, the Term Sheet was amended on November 25, 2014 and February 20, 2015, with payment obligations by EDC commencing on January 22, 2015; and WHEREAS, pursuant to the EDC Act, the TIRZ Act, Chapter 380 of the Texas Local Government Code and other legal authority, the Town, EDC, and TIRZ desire to provide incentives to the Developer to develop the Property in accordance with this as more specifically set forth herein; WHEREAS, the Developer agrees to develop the Property in a manner consistent with an approved development plan as described in Attachment “B”, attached hereto and made a part hereof, or as amended in accordance with all provisions of the Town; WHEREAS, the Town, EDC, and TIRZ find that the administration of an economic development agreement to provide incentives to the Developer, in return for developing the Property would promote local economic development and stimulate business and commercial activity within the Town and would directly establish a public purpose, and; WHEREAS, the Town, EDC, and TIRZ has determined that this Agreement contains sufficient controls to ensure that the above-mentioned public purposes are carried out in all transactions involving the use of public funds and resources in the establishment and administration of the Agreement; NOW, THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, the Parties do mutually agree as follows: ARTICLE I TERM 1.1 This Agreement shall be effective on the date that this Agreement is executed by all Parties (“Effective Date”) and shall continue until January 22, 2035 or until all obligations hereunder have been met, whichever occurs first (the “Term”) or, unless sooner terminated as provided herein. ARTICLE II DEFINITIONS 2.1 Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Agreement” has the meaning set forth in the introductory paragraph of this Agreement. Economic Development Corporation 4B Page 8 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 3 “Town” has the meaning set forth in the introductory paragraph of this Agreement. “Construction Costs” means the costs of all construction, including but not limited to, hard construction, construction equipment charges, the costs of construction materials and the delivery thereof, contractor fees, surveying and engineering costs and fees, insurance, bonding, fees for required bonds, or Town fees, including but not limited to inspection fees, impact fees and park development fees, related to the development of the Improvements and any parking, landscaping and lighting related to same. “Developer” has the meaning set forth in the introductory paragraph of this Agreement. “Effective Date” means the date established in Article I of this Agreement. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of Developer, including without limitation, acts of God or the public enemy, war, riot, terrorism, civil commotion, insurrection, governmental or de facto governmental action including, but not limited to, government actions pertaining to the determination of flood zones or FEMA actions (unless caused by acts or omissions of Developer), fire, explosion or flood, and strikes. “Payments” means monetary payments made to the Town by the Developer for the Purchase Price of the Property. “Property Improvement(s)” shall mean, at minimum, two (2) new restaurants including all ancillary improvements such as required parking and landscaping, more fully described in Attachment “B”. “Property” shall mean the 3.88 acres generally located at Trophy Wood Drive and Highway 114, as described in Attachment “A” and described by metes and bounds, lot and block or abstract and survey attached hereto, and made a part hereof, and the improvements located or to be located thereon. “Public Improvements” shall mean the public streets, public infrastructure (including, but not limited to, all curb and gutter, concrete parking, site lighting, landscaping, public utilities, permit fees, sidewalks, site preparation, and engineering) and related public facilities to be constructed on or benefiting the Property and all costs associated therewith. “Purchase Price” shall have the meaning set forth in Article IV of this Agreement. “Sales And Use Tax” means all of the sales and use tax imposed by the Town pursuant to Chapter 321 of the Texas Tax Code, as amended, and any other applicable law, on the sale of Taxable Items consummated on the Property. “Sales Tax Receipts” means 100% of the Town’s annual receipts from the State of Texas from the collection of Sales and Use Tax from the Property as a result of the sale of Taxable Items on the Property. Economic Development Corporation 4B Page 9 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 4 “Substantial Completion” means with regard to the Public Improvements, the date the Town issues a Letter of Acceptance for the Public Improvements. “Tax Certificate” (“Certificate”) means a certificate or other statement in a form reasonably acceptable to the Town setting forth the collection of Sales and Use Tax and Property Tax received by the Town, for Property Tax and the sale of Taxable Items on the Property consummated on the Property for the applicable period which are to be used to determine the Sales Tax Receipts, together with such supporting documentation as the Town may reasonably request. “Taxable Items” shall have the same meaning assigned by Chapter 151, TEX. TAX CODE ANN., as amended. ARTICLE III GENERAL PROVISIONS 3.1 As soon as practical after the Effective Date of this Agreement, the Developer shall commence construction of the Property Improvements on the Property in accordance with the Town approved plans and in substantial conformance with the Concept Plan, a copy of which is attached hereto and incorporated herein as Exhibit “B”. 3.1.1 The Developer has purchased the Property, as described in Exhibit A, for $1,064,278.25. The Developer shall submit or cause to be submitted to the Town for its review and approval final plans for the design of the Property Improvements in accordance with all Town ordinances and regulations. Property Improvements shall include the construction of, at minimum, two (2) high quality restaurants and associated improvements as shown on Exhibit “B” and further approved final site plan and construction plans on the Property. 3.1.2 The total investment on the Property, including any of Developer’s loans on the Property, construction of improvements and Public Improvements, and tenant improvements, or, alternatively, the appraised value of the Property following the improvements described herein, shall be approximately Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000). 3.2 Within twenty-four (24) months after January 22, 2015, Developer shall have obtained two (2) executed restaurant leases for two (2) restaurants located on the Property, and each lease shall have a ten (10) year minimum initial term. Additionally, within thirty-six (36) months from January 22, 2015, Developer shall also obtain two (2) Certificates of Occupancy for two (2) restaurants on the Property. 3.2.1 In the event of Force Majeure or, if in the reasonable opinion of the Town, EDC and TIRZ, the Developer has made substantial progress toward completion of construction, renovation and installation of the Property Improvements and Public Improvements, additional time may be granted to Developer by the Town, EDC and TIRZ as may be required to reasonably allow Developer to comply with its obligations under this Agreement. Developer may request additional time for compliance of its obligations hereunder to Town, EDC, and TIRZ, based upon good cause, for an event of Force Majeure or other causes of delay as Economic Development Corporation 4B Page 10 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 5 determined acceptable by Town, EDC and TIRZ in the reasonable discretion of Town, EDC, and TIRZ. 3.2.2 Developer shall use best efforts to provide two (2) separate restaurant quarterly gross sales reports to the Town within thirty (30) days following the end of each quarter, if Developer is able to obtain reports from tenants. This obligation shall end upon the date of termination of this Agreement. ARTICLE IV ECONOMIC DEVELOPMENT INCENTIVES – EDC Obligations 4.1 EDC Obligations: Pursuant to a Chapter 380 sales tax reimbursement agreement with Developer, EDC shall designate a portion of its annual budget to pay Developer’s Lender a total amount not to exceed $1,064,278.25 (Purchase Price excluding interest) upon Developer’s compliance with all conditions set forth in this section. EDC shall make such payments in accordance with subsection (a) of this Section and shall have the rights and remedies set forth below, and all payments shall be contingent upon Developer’s compliance with each of the following conditions: a. Payment Terms by EDC and Certificate of Occupancy Deadline. EDC shall pay Developer’s Lender monthly payments in the amount of $11,731.08, for a period of twenty-four (24) months, which payment by EDC commenced on January 22, 2015 pursuant to the terms of the Letter Agreement between the EDC and the Developer dated February 19, 2015, with a total payment by EDC not to exceed $140,773 annually to Developer’s Lender, which amount is the equivalent of principal and interest due by Developer for the Property purchased (the “Land Repayment”). If at the end of the twenty-four (24) month period, such date being January 22, 2017, Developer has failed to obtain two (2) executed leases for two (2) restaurants, then EDC’s Land Repayment obligations thereafter shall terminate, and EDC shall have the rights set forth in Section 4.1(b) (below), unless the parties agree to an extension of time as expressly authorized by this Agreement. Further, if Developer fails to obtain two (2) Certificates of Occupancy for each of the two (2) separate restaurant sites within the thirty-six (36) months after the first Land Repayment (January 22, 2018), then all further Land Repayment obligations of EDC hereunder shall terminate, unless the parties agree to an extension as expressly authorized by this Agreement, and EDC shall have the rights set forth in Sections 4.b and 4.f (below). If at the end of the initial twenty-four (24) month period, ending on January 22, 2017, Developer has complied with its obligations under this Section, EDC shall continue to make Land Repayments through the end of the thirty-six (36) month period ending on January 22, 2018. If at the end of the thirty-six (36) month period, Developer has complied with all obligations, EDC shall continue making Land Repayments in the amount of $11,731.08 with a total payment by EDC not to exceed $140,773 annually to the Developer’s Lender pursuant to the Developer Agreement for a period of seven (7) additional years, ending January 22, 2025, or Economic Development Corporation 4B Page 11 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 6 upon the date that Developer’s debt is paid in full, whichever occurs first. If EDC has exercised its right to purchase the Property pursuant to Section 4.1(b) (below), then EDC shall continue making Land Repayments to Developer’s Lender on its own behalf and Developer shall not be a party or beneficiary thereof, but shall comply with all of its obligations as set forth under Section 4.b (below). Notwithstanding the foregoing, such Land Repayment shall not exceed $140,773.00 each year in which it is due, and debt service due on any bonds issued shall be paid by EDC prior to any payments to Developer due pursuant to this Agreement. b. EDC/Town’s Right to Purchase/Financing Agreements/Mandatory Transfer of Property. The right of EDC and/or Town to purchase or require transfer of the Property by Developer shall be available at the end of the twenty four (24) month period, January 22, 2017, and again at the end of the thirty-six (36) month period, January 22, 2018, if Developer fails to comply with the requirements of Section 3.2 (above) related to such time periods. The Town and EDC’s election to purchase the Property as permitted by this Section 4.1(b) shall be exercisable in its sole discretion within one hundred twenty (120) days of the passage of the twenty four (24) and/or thirty-six (36) month periods (the “Option Periods”), after which Option Periods the Town and EDC waive their right to elect to purchase the Property. Developer, Town, and EDC shall structure the bank financing agreement(s) for the Property such that Town and/or EDC has the right to step into Developer’s shoes as the purchaser of the Property and/or Developer is required to transfer title to the Property to the EDC and/or Town if OTD has failed to comply with its obligations under Section 3.2 (above). All payments associated with such purchase made by EDC to Developer shall be paid directly to Developer’s Lender for satisfaction of Developer’s loan to purchase the Property. Developer agrees that upon request by Town and/or EDC, following Developer’s failure to comply with its obligations under Section 3.2 of this Agreement, Developer shall within fifteen (15) days of written notice of default and demand by Town and/or EDC, execute all necessary documents and take all actions necessary to transfer all rights and interest to the Property, all Property Improvements, Public Improvements and all improvements of any kind to the Property, to Town and/or EDC. Developer’s failure to timely comply with any requirement of this section shall be a default. c. Prepayment by EDC. The EDC has the right to pay the total principal amount to Developer’s Lender at any time during the Agreement term without penalty, as well as to make additional principal payments without penalty. d. Discretionary Sale by OTD. The Town and/or EDC shall have the Right of First Refusal to purchase the Property if Developer desires to sell the Property with or without Public Improvements or Property Improvements at any time during the Right of First Refusal Term (defined below). The right of Town and/or EDC under this section shall remain in effect until such time as two (2) separate restaurants on the Property have each received a Certificate of Occupancy and Economic Development Corporation 4B Page 12 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 7 Developer complies with all of its obligations under Section 3.2 and Section 4.1(a) of this Agreement (above), at which time the Town’s and EDC’s right of First Refusal shall terminate and be of no further force and effect (“Right of First Refusal Term”). If at any time during the Right of First Refusal Term Developer desires to sell the Property, Developer shall first advise Town, EDC, and TIRZ in writing by providing the name of the potential purchaser of the Property. Town, EDC and TIRZ shall have the right to reasonably approve any and all future purchasers of the Property during the term of this Agreement. Upon approval by Town, EDC and TIRZ of the proposed purchaser of the Property, this Agreement shall be fully transferrable to the approved purchaser. Town, EDC and TIRZ approval shall not be unreasonably withheld or delayed. e. Lien Status. The EDC shall hold third (3rd) lien status and, any such lien status of EDC shall be subordinate to Developer’s Lender’s position on all phases of development. Such EDC lien shall exist until all required milestones as set forth in Section 4.1 (a) (above) and in this Agreement have been met by Developer, at which point it shall terminate and cease to be of any force or effect, and the EDC shall issue and file all documents necessary to terminate and remove such lien. Notwithstanding the foregoing, EDC’s lien status shall only be subordinate to purchase money interest lien. f. Termination of Agreement. In addition to the rights and remedies provided to Town and EDC pursuant to Section 4.1 (a) and 4.1 (b) above for the failure of Developer to comply with the requirements of those Sections, this Agreement shall terminate, unless the parties agree to an extension of time, with no further obligation or payment of any kind by Town or EDC to Developer’s Lender, if as of January 22, 2017, the expiration of twenty-four (24) months from January 22, 2015, Developer has failed to provide two (2) separate executed restaurant leases, and if as of January 22, 2018, the expiration of thirty-six (36) months from January 22, 2015, Developer has failed to timely comply with every term of this Agreement, or Developer has failed to obtain at least two (2) Certificates of Occupancy for two (2) separate restaurant sites by January 22, 2018, in which event the provisions set forth in Section 4.1 (b) (above) shall take effect. However, if Developer complies with Sections 4.1 (a), 4.1(b), 4.1.(c), and 4.1 (d) (above), the EDC obligation to Developer shall terminate on January 22, 2025 or the date of payment in full of the Purchase by EDC and/or Town, whichever occurs first. Town’s rights pursuant to Section 4.1 (c) (above) shall not be effected by this section. g. Dissolution or Bankruptcy of Developer. If Developer ceases to exist or files for bankruptcy during the Term of this Agreement, EDC shall be excused from making any future payments to Developer’s Lender, and all agreements shall terminate pursuant to their terms. Notwithstanding the foregoing, Town’s rights pursuant to Section 4.1(b) (above) shall survive termination of this Agreement. Economic Development Corporation 4B Page 13 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 8 ARTICLE V TIRZ OBLIGATIONS 5.1 TIRZ Funding. a. TIRZ Reimbursement, Term and Public Improvements. –Developer shall be eligible for payment in an amount up to $1,000,000 in reimbursement for amounts spent by Developer for eligible Public Improvements plus all interest which Developer must pay to a third party accumulated on the costs associated with such Public Improvements (“TIRZ Reimbursement”). Developer shall submit to Town proposed Public Improvements for which it seeks approval with appropriate bid and invoice documentation. Town must approve proposed Public Improvements as eligible for reimbursement by TIRZ prior to such expense being reimbursable to Developer. Town’s determination shall be in the reasonable discretion of Town; such Town approval shall not be unreasonably withheld or delayed. Additionally, Developer shall comply with all applicable Town development regulations as a condition precedent to receipt of TIRZ Reimbursement. Beginning thirty days after the date of submission of the first invoice for TIRZ Reimbursement for an eligible Public Improvement_________________, TIRZ shall pay to Developer the TIRZ Reimbursement payable to Developer at a rate of sixty percent (60%) of total incremental revenue generated from the entire TIRZ for twenty (20) years, or until such time as a maximum amount of $1,000,000 is paid to Developer in TIRZ Reimbursements, whichever occurs first. As long as there are sufficient funds available to pay the TIRZ Reimbursements, such payments shall be made monthly. Notwithstanding the foregoing, if at the time of Town’s approval of Developer’s reimbursable expense(s), TIRZ has not generated sufficient funds to pay Developer the full amount of the TIRZ Reimbursement, TIRZ shall be entitled to defer payment of the TIRZ Reimbursement, without interest, to Developer until such time as TIRZ has sufficient funds to provide Developer with the TIRZ Reimbursement; and such a deferment shall result in an extension of the 20 year Term of this Agreement or until such time as all TIRZ Reimbursements are paid to Developer. b. TIRZ First Priority. Developer shall have “first priority” of payment of the TIRZ Reimbursements payable pursuant to Section 5.1(a); provided however that if Developer fails to comply with its obligations under this Agreement or is in any manner in default of one or more of its obligations under this Agreement, TIRZ may in its reasonable discretion revoke Developer’s first priority status upon ten (10) days prior written notice to Developer. Within thirty days (30) of date of Developer’s cure of such failure, Developer’s “first priority” status shall be reinstated. Economic Development Corporation 4B Page 14 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 9 5.2 TIRZ Payment. a. Lump Sum Payment. Upon issuance of the first building permit for Bread Winners and Quarter Bar, the Town shall pay to Developer $400,000 as part of the total $1,000,000 TIRZ Reimbursement. TIRZ shall repay the Town $400,000 from forty percent (40%) of the total increment revenue generated by the TIRZ, including interest if desired by the Town. The Town shall have “first priority” of revenue and payment at a percentage rate not to exceed forty percent (40%) of total incremental revenue generated from the entire TIRZ. b. Performance Payment Reduction of Reimbursable Expenses. During years six through twenty (6-20) after the date of the execution of this Agreement, if a restaurant on the Property is continuously vacant for a period of twelve (12) months plus one (1) day, and Developer also is not in possession of: (1) a Letter Of Intent; or (2) a Building Permit; or (3) a Certificate of Occupancy, then the TIRZ Reimbursements shall be reduced by the total proportional contribution to the TIRZ of the form of ad valorem and sales tax generated by the vacant restaurant’s highest incremental value generated. For example, if the former restaurant generated $10,000 to the TIRZ and the total TIRZ payment due to Developer was $20,000, then the $20,000 payment would be reduced by $10,000 until one or a combination of the foregoing events (1) through (3) occurs for a new restaurant upon the Property, at which time the TIRZ Reimbursements shall continue to be payable in full. ARTICLE VI TERMINATION 6.1 Termination of Developer Agreement. This Agreement shall terminate with no further payment of any kind by TIRZ to Developer if Developer has failed to timely comply with every term of this Agreement, and such failure has not been cured by January 22, 2018, or such later date as agreed to by the EDC. Notwithstanding the foregoing, EDC’s rights pursuant to Section 4.1(b) (above) shall survive termination of this Agreement. 6.2 Dissolution or Bankruptcy of Developer. If Developer ceases to exist or files for bankruptcy during the Term, TIRZ shall be excused from making any future payments to Developer, and this Agreement shall terminate. Notwithstanding the foregoing, Town’s rights pursuant to Section 4.1(b) (above) shall survive termination of this Agreement. 6.3 Default. In addition to the other events of default set forth in this Agreement, this Agreement may be terminated upon any one or more of the following: 1. By written agreement signed by both parties; 2. Expiration of the Term or fulfillment of all obligations as outlined in this Agreement; Economic Development Corporation 4B Page 15 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 10 3. By the non-breaching Party in the event the other Party breaches any of the terms or conditions of this Agreement and such breach is not cured within sixty (60) days after written notice thereof to the breaching Party; 4. By Town, if Developer suffers an Event of Bankruptcy or dissolution; and 5. By Town, if any taxes, assessments or payments owed to the Town or the State of Texas by Developer shall become delinquent and not cured within sixty (60) days after written notice thereof if Developer is not then protesting or contesting any such taxes or assessments, in which event Developer shall not be in default due to non- payment of the protested taxes. ARTICLE VII MISCELLANEOUS 7.1 Successors and Assigns. The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. Except as expressly provided otherwise herein, this Agreement cannot be assigned by the Developer unless written permission is first granted by the Town, which consent shall not be unreasonably withheld, so long as the Developer’s assignee agrees to be bound by all terms and conditions of this Agreement It is understood and agreed between the parties that the Developer, in performing its obligations thereunder, is acting independently, and neither the Town, EDC and/or TIRZ assumes any responsibility or liabilities in connection therewith to third parties; it is further understood and agreed between the parties that the Town, EDC and/or TIRZ, in performing its obligations hereunder, is acting independently, and the Developer assumes no responsibilities in connection therewith to third parties. 7.2 Notices. Notices required to be given to any party to this Agreement shall be given personally or by certified mail, return receipt requested, postage prepaid, addressed to the party at its address as set forth below, and, if given by mail, shall be deemed delivered three (3) days after the date deposited in the United States’ mail: For Town by notice to: Town of Trophy Club Attn: Stephen Seidel 100 Municipal Drive Trophy Club, TX 76262 For Developer by notice to: OTD TC, LLC Attn: Chris Gordon 2241 Veranda Avenue Trophy Club, Texas 76262 Economic Development Corporation 4B Page 16 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 11 With a copy to: The Law Offices of David T. Denney, P.C. Attn: David Denney 8350 N. Central Expwy., Suite 925 Dallas, Texas 75206 Any party may change the address to which notices are to be sent by giving the other parties written notice in the manner provided in this paragraph. 7.3 No Waiver. No claim or right arising out of a breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved. 7.4 Amendment. This Agreement may be modified or rescinded only by a writing signed by both of the parties or their duly authorized agents. 7.5 Venue. Exclusive venue for any litigation arising from this Agreement shall lie in Denton County, Texas. 7.6 Indemnity. Developer agrees to defend, indemnify and hold Town, EDC and/or TIRZ, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by Company's breach of this Agreement or by any negligent or strictly liable act or omission of Company, its officers, agents, employees or subcontractors, in the performance of this Agreement. The provisions of this paragraph are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. This paragraph shall survive the termination of this Agreement. 7.7 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto superseding all oral or written previous and contemporary agreements between the Parties relating to matters herein and, except as otherwise provided herein, cannot be modified without written agreement of all Parties. 7.8 Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which in the aggregate shall constitute one agreement. 7.9 Severability. If any provision contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. In lieu of each invalid, illegal or unenforceable provision there shall be added a new provision by agreement of the parties as similar in terms to such invalid, illegal or unenforceable provision as may be possible and yet be valid, legal and enforceable. Economic Development Corporation 4B Page 17 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 12 7.10 Context. Whenever the context requires, all words herein shall be deemed to include the male, female, and neuter gender, singular words shall include the plural, and vice versa. 7.11 No Third Party Beneficiary: For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and Agreement that: (1) the Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity, notwithstanding the fact that such third person or entities may be in a contractual relationship with TOWN, EDC, TIRZ or Developer, collectively or individually; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either TOWN, EDC, TIRZ, or Developer. This Agreement shall not create any third-party beneficiaries, including without limitation Developer’s Lender as defined in Section 7.13 (5). 7.12 Execution. This Agreement was authorized by action of the Town Council, EDC, and TIRZ and such action has authorized the Town Manager to execute this Agreement on behalf of the Town. 7.13 Developer’s Lender Provisions. Notwithstanding anything to the contrary set forth in this document, the following provisions shall control: 1. Before exercising any remedies of default against Developer or terminating the Land Repayment and/or TIRZ Reimbursement, the party exercising such remedies or termination shall first provide Developer’s Lender with at least sixty (60) days notice of Developer’s default and/or its intent to terminate the Land Repayment and/or TIRZ Repayment along with the specific reasons therefor, and allow the Developer’s Lender an opportunity to cure said default and/or prevent such termination. Developer shall not be considered in default and no right of termination of the Land Repayment and/or TIRZ Repayment shall exist, so long as Developer’s default under this Agreement is not creating material damage to the party exercising a remedy of default and/or termination of the Land Repayment and/or TIRZ Repayment, and Developer’s Lender has begun to cure said default within the sixty (60) day period and thereafter diligently prosecutes the same to completion within a reasonable period of time thereafter. 2. EDC’s rights of purchase and/or rights of first refusal under Article IV above shall be expressly subordinate to the rights and liens of Developer’s Lender, and any sale, transfer, assignment, or other conveyance of the Property shall be made expressly subject to the Developer’s Lender’s rights and liens. The parties hereto agree to execute in a form reasonably acceptable to Developer’s Lender and suitable for recording in the public records a Subordination, Non-Disturbance, and Attornment Agreement which includes this covenant. 3. In the event that TIRZ revokes Developer’s priority status, before doing so, TIRZ shall provide Developer’s Lender with at least thirty (30) days prior written notice of its intent to revoke Developer’s priority status, and allow Developer’s Lender an Economic Development Corporation 4B Page 18 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 13 opportunity to cure the reasons for such potential revocation within that thirty (30) day or other extended period provided in the written notice. 4. Although Developer’s Lender may have a right to perform an obligation or cure a default of the Developer under this Agreement, nothing herein shall require Developer’s Lender to perform any such obligation or cure any default of Developer. The performance of an obligation or a cure of a default of Developer by Developer’s Lender in one instance shall not operate to require the Developer’s Lender to perform any other future obligations or defaults. The determination to perform any obligations or cure any defaults of the Developer hereunder shall be made in the sole and complete discretion of Developer’s Lender. 5. As set forth herein, the term Developer’s Lender means “First State Bank, a Texas state bank”, and its successors and assigns. TOWN OF TROPHY CLUB, TEXAS Mayor, C. Nick Sanders Town of Trophy C lub, Texas Date:_______________________________ ____________________________________ President, Gregory Wilson EDC-4B, Town of Trophy Club, Texas Date:_______________________________ ________________________________ Chair, David Brod TIRZ #1, Town of Trophy Club, Texas Date:____________________________ ATTEST: Holly Fimbres, Town Secretary APPROVED TO FORM: Patricia Adams, Town Attorney Economic Development Corporation 4B Page 19 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 14 OTD TC, LLC a Texas limited liability company By: Name: Title: Date:________________________________ OTD TC2, LLC a Texas limited liability company By: Name: Title: Date:________________________________ Economic Development Corporation 4B Page 20 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 15 STATE OF TEXAS § § COUNTY OF DENTON & TARRANT § This instrument was acknowledged before me on the _____ day of ____________, 2015, by Mayor C. Nick Sanders of the Town of Trophy Club, Texas, a home-rule municipality of the State of Texas, on behalf of said political subdivision. ___________________________________ Notary Public, State of Texas STATE OF TEXAS § § COUNTY OF DENTON & TARRANT § This instrument was acknowledged before me on the _____ day of ____________, 2015, by President Gregory Wilson of the Economic Development Corporation 4B of the Town of Trophy Club, Texas, a home-rule municipality of said political subdivision. ___________________________________ Notary Public, State of Texas STATE OF TEXAS § § COUNTY OF DENTON & TARRANT § This instrument was acknowledged before me on the _____ day of ____________, 2015, by Chair David Brod of the Tax Increment Reinvestment Zone No. 1 of the Town of Trophy Club, Texas, a home-rule municipality of said political subdivision. ___________________________________ Notary Public, State of Texas Economic Development Corporation 4B Page 21 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 16 STATE OF TEXAS § § COUNTY OF ______________ § This instrument was acknowledged before me on the _____ day of ____________, 2015, by ___________________ OTD TC, LLC a Texas limited liability company, on behalf of said company. ___________________________________ Notary Public, State of Texas STATE OF TEXAS § § COUNTY OF _____________ § This instrument was acknowledged before me on the _____ day of ____________, 2015, by ___________________ OTD TC2, LLC a Texas limited liability company, on behalf of said company. ___________________________________ Notary Public, State of Texas Economic Development Corporation 4B Page 22 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 17 Exhibit “A” LEGAL DESCRIPTION Economic Development Corporation 4B Page 23 of 51 Monday, October 5, 2015 ECONOMIC DEVELOPMENT AGREEMENT Page 18 Exhibit “B” CONCEPT PLAN Economic Development Corporation 4B Page 24 of 51 Monday, October 5, 2015 February 19, 2015 Chris Gordon & Justin Springfield Old Town Development, LLC 2241 Veranda Avenue Trophy Club, TX 76262 Re: Letter Agreement Dear Mr. Gordon and Mr. Springfield: The purpose of this letter is to set forth the terms under which the Town of Trophy Club 4B Economic Development Corporation ("EDC") has agreed to make certain payments to Old Town Development, LLC ("OTD") on a temporary basis while the EDC, OTD, Town of Trophy Club ("Town") and Tax Increment Reinvestment Zone No. 1 ("TIRZ") finalize the terms of a development agreement for the restaurant development project ("Project") generally located in the Trophy Wood Plaza comprised of Lots 1, 2, & 3. This Letter Agreement shall obligate the parties in accordance with the provisions set forth below. On November 25, 2014, Town, EDC, and TIRZ approved a term sheet for the Project which outlined certain agreements between OTD, Town, EDC, and TIRZ which was subsequently executed by all parties. The executed Term Sheet for a Private — Public Partnership between Old Town Development (OTD) and the Town of Trophy Club, TIRZ #1, and EDC -413 ("Term Sheet") states under Section 4.a. Payment Terms by EDC and Certificate of Occupancy Deadline that the EDC is obligated to make monthly payments of $11,731.08 to the lender when OTD has closed on the 3.37 acre tract of land located in the Trophy Wood Plaza Lots 1, 2, & 3 that is the subject of the Term Sheet ("Property") and has executed a Developer's Agreement. A copy of the executed Term Sheet dated November 24, 2014 is incorporated herein by reference (hereinafter "Term Sheet"). On January 22, 2015, OTD closed on the Property; however, the actual acreage of the Property purchased by OTD was a total of 3.8 acres. OTD purchased that additional acreage without additional cost to the EDC due to the Seller's error on previous title work. The EDC recognizes that OTD has closed on the Property, and EDC has therefore determined it appropriate to modify the terms of payment from EDC to OTD as originally set forth in the Term Sheet. Section 4(a) of the Term Sheet provides that upon closing and execution of a Developer's Agreement, EDC will commence monthly payments to OTD's Lender in an amount not to exceed $140,773 annually for a maximum period of time not to exceed ten (10) years as long as specified conditions precedent have been met by OTD. On February 2, 2015, the EDC and OTD met and agreed to a change to the Term Sheet in order to commence performance by both EDC and OTD pursuant to Section 4 (a) of the Term Sheet on January 22, 2015, the closing date on the Property while the parties continue the process of finalizing the terms Economic Development Corporation 4B Page 25 of 51 Monday, October 5, 2015 of the Developer's Agreement. All other terms contained within the original Term Sheet remain in effect. By executing this Letter Agreement, the undersigned represents that he has the authority to execute this Agreement and to bind his respective entity. Regards, Stephen Seidel Acting Town Manager 44 J Greg Wilson Date EDC -4B, President '•.,\Justin Springfield Date OTDTC, LLC -^ -- z ,r� Ill5 , a iiv3or on � bate —.-OTD TC, LLC Economic Development Corporation 413 Page 26 of 51 Monday, October 5, 2015 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 2 7 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 2 8 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 2 9 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 3 0 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 3 1 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 3 2 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 TERM SHEET FOR A PUBLIC-PRIVATE PARTNERSHIP Between THE TOWN OF TROPHY CLUB, TEXAS (“TOWN”), TAX INCREMENT FINANCING DISTRICT #1 (TIRZ #1) THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION 4B (“EDC”) And OLD TOWN DEVELOPMENT (“OTD”) 1. Background: OTD seeks to purchase an approximately 5.4 acre tract of land generally located in the Town between the Baylor Medical Center and Trophy Wood Drive and proposes to construct development consisting of 3 – 4 restaurants which will generate ad valorem and sales tax revenue to the Town. 2. Proposed Development and Obligations: OTD proposes to develop the Property in accordance with PD-34 and all other Town ordinances and to timely comply with each of the following development standards for the project (the “Development”): a. Purchase approximately 5.4 acres to develop 3 – 4 high quality restaurants as specified below. b. For incentive purposes, the price per acre for the land shall not exceed $7.25/ft for a maximum total purchase price of $1,705,374. c. Make all public and private improvements which shall exceed $3,000,000 appraised value in accordance with the time frames set forth below. d. Each restaurant must sign, at minimum, a lease with a 10 year initial term. e. Construct two restaurants and obtain a Certificate of Occupancy for both within 24 months of Town approval of the final Developer’s Agreement. Construct a third restaurant and obtain a Certificate of Occupancy within 36 months of Town approval of the final Developer Agreement. f. Comply with all other requirements set forth below. 3. Estimated Appraised Value and Gross Sales Generation: The eventual Estimated Appraised Value and Gross Sales production of the Proposed Development is anticipated to be at least $12.8 Million per year within 5 years of receiving their first two Certificates of Occupancy. The estimated property tax and sales tax generation to the Town is estimated to be $250,000 per year within 5 years of receiving both of their first two Certificates of Occupancy. 4. EDC Obligations: Pursuant to a Chapter 380 sales tax reimbursement agreement, the EDC will designate a portion of their annual budget to pay OTD an amount not to exceed $1,705,374 (purchase price excluding interest) upon OTD’s compliance with all conditions set forth in this section. EDC shall have the rights and remedies set forth below, and all payments shall be contingent upon OTD’s compliance with each of the following conditions: Economic Development Corporation 4B Page 33 of 51 Monday, October 5, 2015 a. Upon OTD’s closing on the purchase of the Property and execution of a Developer’s Agreement, EDC shall pay OTD monthly payments in the amount of $11,731.08, for a period of twenty-four (24) months with a total annual payment not to exceed $140,773 to OTD for a period of twenty (20) years, which amount is the equivalent of principle and interest for the property purchased by OTD at a price of $7.25/SF for lump sum payment in an amount not to exceed $1,705,374 purchase price for approximately 5.4 acres (the “Property”). OTD is solely responsible for any purchase price that exceeds either the $7.25/ft or $1,705,374. OTD and Town, at the sole discretion of Town, shall structure the purchase agreement for the Property such that Town has the right to step into OTD’s shoes as the purchaser of the Property and/or OTD is required to transfer title to the Property to Town if upon EDC’s payment of $281,546, OTD has failed to obtain two (2) Certificates of Occupancy for two separate restaurant sites. All payments made by Town to OTD shall be paid directly to the mortgage holder for satisfaction of OTD’s loan to purchase the Property. b. The EDC has the right to pay the total principle amount to OTD at any time during the agreement term without penalty, as well as make additional principle payments without penalty. c. The EDC shall have the Right of First Refusal if OTD desires to sell the Property with or without infrastructure improvements during the term of the Developer Agreement. Additionally, should OTD desire to sell the Property, the EDC shall have the right to approve any and all future purchasers of property during the term of the Developer Agreement. d. The EDC shall have 1st lien status until a construction loan is obtained by OTD and then the EDC shall retain 2nd lien status. e. If OTD fails to obtain a Certificate of Occupancy for a third restaurant site within 36 months after the approval of the Developer Agreement, all obligations of EDC hereunder shall terminate. All time periods to obtain Certificates of Occupancy begin when the Developer Agreement is approved by the Town Council. The Developer Agreement will terminate with no further payment of any kind by EDC to OTD, if at the expiration of 36 months after the date of Town Council approval, OTD has failed to timely comply with every term of the Developer Agreement and/or has failed to obtain at least three (3) Certificates of Occupancy for three restaurant sites within thirty-six (36) months after approval of the Developer Agreement. Town’s right to purchase or require transfer of the Property shall also be available at the end of the thirty-six (36) month period if OTD fails to comply. f. If OTD ceases to exist or files for bankruptcy, the EDC shall be excused from making any future payments to OTD, and all agreements shall terminate as allowed by law. g. OTD shall ensure that a minimum of 100 Full Time Employees (FTE) are maintained or 192,000 work hours are maintained annually for the restaurant sites continuously. This standard shall be met by OTD within forty eight (48) months from the date of the approval of the Developer’s Agreement and shall continue until the date of termination of the Developer’s Agreement. Economic Development Corporation 4B Page 34 of 51 Monday, October 5, 2015 h. OTD may request additional time for compliance of its obligations hereunder based upon good cause for force majeure or other causes of delay as determined acceptable by Town. 5. TIRZ #1 Obligations: The TIRZ shall reimburse eligible expenses contingent upon the following conditions: a. OTD shall be eligible for up to $1,500,000 for eligible public improvements including, but not limited to, curb and gutter, concrete parking, site lighting, landscaping, public utilities, permit fees, sidewalks, site preparation, engineering and interest carry. b. OTD shall have “first priority” of revenue and payment from TIRZ #1 at a percentage rate not to exceed 73% of total increment revenue generated from the entire TIRZ #1. c. No TIRZ payment shall be made to OTD until such time as a Certificates of Occupancy for two (2) separate restaurants have been obtained by OTD and payment will only be made if both Certificates of Occupancy are issued within 24 months following the date of Town approval of the Developer’s Agreement. Subsequent payments are contingent upon receiving a third restaurant Certificate of Obligation with 36 months of the date of date of Town approval of the Developer’s Agreement. The Agreement will terminate with no obligation to TIRZ if 24 months have passed from the date of the Developer’s Agreement and a Certificate of Occupancy for two (2) separate restaurants has not been issued. Likewise, TIRZ shall have no additional obligations if 36 months have passed from the date of the Developer’s Agreement, and a Certificate of Occupancy for a third restaurant site has not been obtained by OTD. d. If OTD ceases to exist or files for bankruptcy, the TIRZ shall be excused from making any future payments to OTD, and all agreements shall terminate as allowed by law. e. During years 6-20 after the date of Town approval of the Developer’s Agreement, if a restaurant is vacant for a period of twelve (12) months + one (1) day without either one or a combination of the following occurrences: Letter Of Intent, Building Permit, or Certificate of Occupancy, the TIRZ payment shall be reduced by the total proportional contribution to the TIRZ (ad valorem & sales tax) by the former restaurant’s highest incremental value generated. For Ex ample, if the restaurant generated $10,000 to the TIRZ and the total TIRZ payment due to OTD was $20,000, then the $20,000 payment would be reduced by $10,000. f. Upon issuance of a Certificate of Occupancy for two restaurant sites within 24 months, OTD shall be entitled to a $400,000 payment from the Town as part of the total $1,500,000 TIRZ incentive. The TIRZ shall repay the Town $400,000 from 27% of the total increment revenue generated by the TIRZ, including interest if desired by the Town. The Town shall share “first priority” of revenue and payment with OTD at the designated percentage rates. g. TIRZ reimbursement shall occur annually on a date agreed upon by the parties. Economic Development Corporation 4B Page 35 of 51 Monday, October 5, 2015 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0680-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Discuss and take appropriate action regarding the July 6, 2015 Minutes. Attachments:007 July 6 2015 Minutes.pdf Action ByDate Action ResultVer. Discuss and take appropriate action regarding the July 6, 2015 Minutes. Economic Development Corporation 4B Page 36 of 51 Monday, October 5, 2015 MINUTES OF REGULAR SESSION FOR THE ECONOMIC DEVELOPMENT CORPORATION 4B BOARD LOCATION: 100 MUNICIPAL DRIVE, TROPHY CLUB, TEXAS Monday, July 6, 2015 7:00 p.m. STATE OF TEXAS COUNTY OF DENTON The Economic Development Corporation 4B of the Town of Trophy Club, Texas, met in Regular Session on July 6, 2015. The meeting was held within the boundaries of the Town and was open to the public. EDC 4B DIRECTORS PRESENT: Gregory Wilson President Eric Jensen Director Sean Bone Director Rebecca Shuman Director EDC 4B DIRECTORS ABSENT: Gerald Rapp Secretary/Treasurer Dave Brod Vice President Sean Weaver Director STAFF AND GUEST(S) PRESENT: Rhylan Rowe Council Liaison Stephen Seidel Town Manager April Reiling Public Information Officer & Marketing Manager President Gregory Wilson called the meeting to order and announced a quorum at 7:04 p.m. CITIZEN PRESENTATIONS PUBLIC HEARING 1. Public Hearing considering the expenditure of funds for the fiscal year 2015-2016 budget. President Greg Wilson opened the Public Hearing at 7:05 p.m. No public input received. 2. Public Hearing to receive public comment and input regarding the potential undertaking of a project and the expenditure of Corporation sales tax revenues for the purchase of approximately 7.441 total acres of land consisting of two parcels located generally at the northeast corner of Trophy Wood Drive and Plaza Drive and at Lot 2, Block 1 Solana Land Addition located generally north of State Highway 114 and west of Trophy Wood Drive within the Town of Trophy Club for the purpose of promoting new or expanded business development in accordance with authorized purposes under Chapter 505, Texas Local Government Code, as amended. (The sixty (60) day period during which the public may submit a petition with any objection(s) to the project commenced on June 19, 2015.) Public Hearing continued, no public input received. Public Hearing closed at 7:07 p.m. Economic Development Corporation 4B Page 37 of 51 Monday, October 5, 2015 REGULAR SESSION 3. Discuss and take appropriate action authorizing the Town Manager to execute any and all necessary documents for purchases associated with approved projects. This item authorizes the Town Manager to enter into necessary contracts or agreements to acquire property as discussed at the June 1, 2015 Joint meeting with Town Council. Director Eric Jensen made a motion to give Town Manager Stephen Seidel authorization to execute all necessary documents related to purchases associated with approved projects. Motion seconded by President Greg W ilson. Motion passed unanimously. 4. Discuss and take appropriate action regarding the fiscal year 2015-2016 EDC 4B budget. The majority of EDC 4B’s Fiscal Year 2015-2016 proposed budget is currently devoted to the OTD incentive agreement and the impending land acquisition project at Trophy Wood. The Board discussed making a request to Town Council for a pool defeasance waiver and removing funds previously allocated for staff salary. The Board asked various questions related to the proposed budget. Director Eric Jensen made a motion remove the $10k salary for Town Staff from the proposed FY15-16 EDC 4B budget. Motion seconded by Director Sean Bone. President Greg Wilson amended the motion to also request that Council permanently waive the pool bond defeasance. Motion to amend seconded by Director Eric Jensen. Motion to amend passed unanimously. The amended motion passed unanimously. 5. Discuss and take appropriate action regarding the April 2015 Financials. Motion by President Greg W ilson to accept the April 2015 and May 2015 Financials as presented. Motion seconded by Director Sean Bone. Motion passed unanimously. 6. Discuss and take appropriate action regarding the May 2015 Financials. Motion handled in previous item. 7. Discuss and take appropriate action regarding the May 4, 2015 Minutes. Motion by Director Rebecca Shuman to accept the May 4, 2015 Minutes as presented. Motion seconded by Director Eric Jensen. Motion passed unanimously. 8. Discuss and take appropriate action regarding the June 1, 2015 Minutes from the Joint Session with Town Council. Motion by Director Eric Jensen to approve the June 1, 2015 Minutes as presented. Motion seconded by Director Sean Bone. Motion passed unanimously. 9. Town Manager Update: - The Village - PD-30 - MEAT “U” ANYWHERE Town Manager Stephen Seidel provided updates and answered questions related to the topics above. Economic Development Corporation 4B Page 38 of 51 Monday, October 5, 2015 Adjourn Director Sean Bone motioned to adjourn. Motion seconded by Director Eric Jensen. Motion passed unanimously. The Board adjourned at 7:34 p.m. ______________________________ ____________________________ Gregory Wilson, President Eric Jensen, Treasurer/Secretary Economic Development Corporation 4B Page 39 of 51 Monday, October 5, 2015 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0681-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Discuss and take appropriate action regarding the August 25, 2015 Joint Session Minutes. Attachments:August 25 2015 Joint Minutes.pdf Action ByDate Action ResultVer. Discuss and take appropriate action regarding the August 25, 2015 Joint Session Minutes. Economic Development Corporation 4B Page 40 of 51 Monday, October 5, 2015 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 4 1 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 4 2 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 4 3 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 E c o n o m i c D e v e l o p m e n t C o r p o r a t i o n 4 B P a g e 4 4 o f 5 1 M o n d a y , O c t o b e r 5 , 2 0 1 5 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0682-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Discuss and take appropriate action regarding the June 2015 Financials. Attachments:June Financial Report FY 2015-EDC 4B.pdf Action ByDate Action ResultVer. Discuss and take appropriate action regarding the June 2015 Financials. Economic Development Corporation 4B Page 45 of 51 Monday, October 5, 2015 TOWN OF TROPHY CLUB JUNE 2015 FINANCIAL REPORT ECONOMIC DEVELOPMENT COPORATION 4B YEAR TO DATE JUNE 75% Revenue Original Budget Revised Budget Year to Date Variance % Received Sales Tax 327,272$ 327,272$ 266,499$ 60,773$ 81% Interest Income 300 300 376 (76) 125% Total Revenue 327,572$ 327,572$ 266,875$ 60,697$ 81% Expenditures Original Budget Revised Budget Year to Date Variance % Used Auditing 1,000$ 1,000$ 1,000$ ‐$ 100% Advertising 3,000 3,000 2,780 220 93% Printing 500 500 ‐ 500 0% Schools & Training 2,120 2,120 270 1,850 13% Dues & Membership 1,050 1,050 ‐ 1,050 0% Travel & Per Diem 1,533 1,533 30 1,503 2% Office Supplies 400 400 15 385 4% Miscellaneous Expense 7,100 7,100 4,915 2,185 69% EDC Projects 11,850 11,850 ‐ 11,850 0% Incentive Programs 140,773 140,773 58,655 82,118 42% Total Expenditures 169,326$ 169,326$ 67,666$ 101,660$ 40% Percent of Budget Year Transpired From FY 2014 Audited Financial Statements Other Uses Original Budget Revised Budget Year to Date Variance % Used Transfer to General Fund 155,634$ 89,964$ 44,982$ 44,982$ 50% Total Other Uses 155,634$ 89,964$ 44,982$ 44,982$ 50% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 167,530$ 167,530$ 339,715$ +Net Increase (Decrease) 2,612 68,282 154,227 Ending Fund Balance 170,142$ 235,812$ 493,942$ From FY 2014 Audited Financial Statements Economic Development Corporation 4B Page 46 of 51 Monday, October 5, 2015 TOWN OF TROPHY CLUB JUNE 2015 FINANCIAL REPORT FY 2015 FY 2014 October 27,691$ ‐$ November 31,248$ ‐$ December 28,158$ 21,477$ January 23,502$ 22,227$ February 47,901$ 36,928$ March 22,585$ 21,043$ April 25,324$ 20,816$ JUNE 30,767$ 29,865$ June 29,324$ 27,059$ July 25,664$ August 30,489$ September 28,277$ $‐ $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 $50,000 EDC 4B Sales Tax Comparative FY 2015 FY 2014 Economic Development Corporation 4B Page 47 of 51 Monday, October 5, 2015 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0683-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Discuss and take appropriate action regarding the July 2015 Financials. Attachments:July Financial Report FY 2015 EDC 4B.pdf Action ByDate Action ResultVer. Discuss and take appropriate action regarding the July 2015 Financials. Economic Development Corporation 4B Page 48 of 51 Monday, October 5, 2015 TOWN OF TROPHY CLUB JULY 2015 FINANCIAL REPORT ECONOMIC DEVELOPMENT COPORATION 4B YEAR TO DATE JULY 83% Revenue Original Budget Revised Budget Year to Date Variance % Received Sales Tax 327,272$ 327,272$ 293,978$ 33,294$ 90% Interest Income 300 300 427 (127) 142% Total Revenue 327,572$ 327,572$ 294,406$ 33,166$ 90% Expenditures Original Budget Revised Budget Year to Date Variance % Used Auditing 1,000$ 1,000$ 1,000$ ‐$ 100% Advertising 3,000 3,000 2,780 220 93% Printing 500 500 ‐ 500 0% Schools & Training 2,120 2,120 270 1,850 13% Dues & Membership 1,050 1,050 270 780 26% Travel & Per Diem 1,533 1,533 30 1,503 2% Office Supplies 400 400 15 385 4% Miscellaneous Expense 7,100 7,100 4,951 2,149 70% EDC Projects 11,450 11,450 ‐ 11,450 0% Incentive Programs 140,773 140,773 70,386 70,387 50% Total Expenditures 168,926$ 168,926$ 79,702$ 89,224$ 47% Percent of Budget Year Transpired From FY 2014 Audited Financial Statements Other Uses Original Budget Revised Budget Year to Date Variance % Used Transfer to General Fund 155,634$ 89,964$ 67,473$ 22,491$ 75% Total Other Uses 155,634$ 89,964$ 67,473$ 22,491$ 75% Fund Balance Original Budget Revised Budget Year to Date Beginning Fund Balance 332,636$ 332,636$ 339,715$ +Net Increase (Decrease) 3,012 68,682 147,231 Ending Fund Balance 335,648$ 401,318$ 486,946$ From FY 2014 Audited Financial Statements Economic Development Corporation 4B Page 49 of 51 Monday, October 5, 2015 TOWN OF TROPHY CLUB JULY 2015 FINANCIAL REPORT FY 2015 FY 2014 October 27,691$ ‐$ November 31,248$ ‐$ December 28,158$ 21,477$ January 23,502$ 22,227$ February 47,901$ 36,928$ March 22,585$ 21,043$ April 25,324$ 20,816$ May 30,767$ 29,865$ June 29,324$ 27,059$ July 27,479$ 25,664$ August 30,489$ September 28,277$ $‐ $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 $50,000 EDC 4B Sales Tax Comparative FY 2015 FY 2014 Economic Development Corporation 4B Page 50 of 51 Monday, October 5, 2015 100 Municipal Drive Trophy Club, Texas 76262Trophy Club Entities Legislation Details (With Text) File #: Version:12015-0686-T Name: Status:Type:Agenda Item Regular Session File created:In control:10/2/2015 Economic Development Corporation 4B (EDC 4B) On agenda:Final action:10/5/2015 Title:Town Manager Update: - Land purchase - MEAT "U" ANYWHERE BBQ & Bread Winners - PD-30 - The Village - Wonderland Montessori School & Retail Center - EDC Pool Bond Defeasance Attachments: Action ByDate Action ResultVer. Town Manager Update: - Land purchase - MEAT "U" ANYWHERE BBQ & Bread Winners - PD-30 - The Village - Wonderland Montessori School & Retail Center - EDC Pool Bond Defeasance Economic Development Corporation 4B Page 51 of 51 Monday, October 5, 2015