HomeMy WebLinkAboutEDCRes2017.09.22ANNA ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO.: e/ 7 LA )
A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION
AUTHORIZING EXECUTION OF AN AGREEMENT TO SELL PROPERTY OWNED
BY THE EDC
WHEREAS, the Anna Economic Development Corporation (the "EDC") intends to sell
a tract of real property described in further detail below; and
WHEREAS, the EDC has determined that selling of the property is in the financial
interests of the EDC;
NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT
CORPORATION, THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Authority to Execute Financing Agreement
The EDC hereby authorizes the Chief Administrative Officer to execute, on the EDC's
behalf, a purchase and sale agreement along with any associated documents
(collectively, the "Sale Documents") necessary to set forth an arrangement between
the EDC and the Buyer (the "Buyer") of the EDC property, which is approximately 10
acres and is described in more detail in the attached EXHIBIT A, incorporated herein
for all purposes. The sales price of the property is $ 10.00 . The authority to execute
the Sale Documents is subject to approval of the form of same by the EDC's legal
counsel, and any necessary approval by the City of Anna City Council.
f�
PASSED ND PP VED by the Anna Economic Development Corporation this 7
day of ,E' , 2017.
APPROVED: ATTEST:
QC �/GC�
Cdfisthnce Stump, DC President Lau etta Blacketer, EDC Secretary
/�) u/ 7 — e / - � � e &/)C
Exhibit A
Real Estate Sales Contract
This contract to buy and sell real property is between Seller and Buyer as identified below and is effective
on the date ("Effective Date") of the last of the signatures by Seller and Buyer as parties to this contract. Buyer must
deliver the Earnest Money to Title Company for this contract to be effective.
Seller: Anna Economic Development Corporation, a Texas Type A Development
Corporation; and Anna Community Development Corporation or Assigns, a
Texas Type B Development Corporation
Address: I I I N. Powell Parkway
P.O. BOX 776
Anna, TX 75409-0776
c/o Jessica Perkins
Phone: (972) 924-3325
Buyer: Kirby Smith Machinery, Inc., an Oklahoma corporation, and
KSMI Properties, LLC, an Oklahoma limited liability company
Address: P.O. Box 270300
Oklahoma City, OK 73137
c/o David Cooper
Phone: (214) 371-7777
Property: Approximately 10.816 gross acres of real property out of that certain 85.571 acre
tract located at the northeast corner of the intersection of the Collin County Outer
Loop and S.H. 5 in the City of Anna, Collin County, Texas, more particularly
described in Exhibit A, which is incorporated here as if set forth in full ("Property").
Title Company: Red River Title Company
100 N. Travis Street ##200
Sherman, Texas 75090
c/o Doris Caston
Phone:
(903) 868-4446
Underwriter:
Title, Company's choice.
Purchase Price
Cash portion:
Not Applicable.
Total purchase price:
$10.00 good and valuable consideration.
Earnest Money: NONE.
County for Performance: Collin County, Texas
A. Deadlines and Other Dates
All deadlines in this contract expire at 5:00 P.M. local time where the Property is located. If a deadline falls
on a Saturday, Sunday, or national holiday, the deadline will be extended to the next day that is not a Saturday,
Sunday, or national holiday. A national holiday is a holiday designated by the federal government. Time is of the
essence.
1. Earnest Money Deadline: within five (5) days of Buyer's execution and delivery of this contract to
Real Estate Sales Contract Page 1 of 10
Title Company.
2. Delivery of Title Commitment: twenty-one (21) days after the Effective Date.
3. Delivery of legible copies of instruments referenced in the Title Commitment: twenty-one (21) days
after the Effective Date.
4. Delivery of Title Objections: ten (10) days after the delivery of the Title Commitment, legible copies
of the instruments referenced in the Title Commitment and the Survey.
5. Closing Date: a date that is on or before the thirtieth (30th) day following the Feasibility Review
Period. The Closing Date shall not be extended unless extended under a mutually agreeable duly executed
amendment to this Agreement.
6. Survey: fifteen (15) days after the Effective Date.
7. Due Diligence Materials: Within twenty-one (21) days of the Effective Date, Seller will deliver
copies of any Property -related zoning, environmental reports, tests or drawings currently in Seller's possession (the
"Materials") to Buyer.
8. Governmental Notifications: Within twenty-one (21) days of the Effective Date, Seller will deliver
copies of any pending or proposed governmental matters related to the Property including, without limitation, TxDot,
county or municipal notifications (the "Notifications") currently in Seller's possession to Buyer.
B. Closing Documents
1. At closing, Seller will deliver the following items to the Title Company:
Special Warranty Deed, subject only to the Permitted Exceptions, in form attached hereto
as Exhibit C (the "Deed")
Bill of Sale
IRS Nonforeign Person Affidavit
Evidence of Seller's authority to close this transaction
2. At closing, Buyer will deliver the following items to the Title Company:
Evidence of Buyer's authority to consummate this transaction
The documents listed in this section B are collectively known as the "Closing Documents."
C. Exhibits
The following exhibits are attached to and are a part of this contract:
Exhibit A Description of the Property
Exhibit B Representations; Environmental Matters
Real Estate Sales Contract Page 2 of 10
Exhibit C Deed
D. Purchase and Sale of Property
Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to buy and pay Seller for the Property
in accordance with the terms of this contract. The promises by Buyer and Seller stated in this contract are the
consideration for the formation of this contract.
E. Interest on Earnest Money
Intentionally left blank.
F. Title and Survey and Feasibility Review Period
1. Title Advice. The following statutory notice is provided to Buyer on behalf of the real estate licensees,
if any, involved in this transaction: Buyer is advised that it should either have the abstract covering the Property
examined by an attorney of Buyer's own selection or be furnished with or obtain a policy of title insurance.
2. Title Commitment; Title Policy. "Title Commitment" means a Commitment for Issuance of an Owner
Policy of Title Insurance by Title Company, as agent for Underwriter, stating the condition of title to the Property.
The "effective date" stated in the Title Commitment must be after the Effective Date of this contract. "Title Policy"
means an Owner Policy of Title Insurance issued by Title Company, as agent for Underwriter, in conformity with the
last Title Commitment delivered to and approved by Buyer.
3. Feasibility Review Period. Buyer shall have thirty (30) days (the "Feasibility Review Period") after
the Effective Date in which to conduct environmental testing, geotechnical borings and other studies of the Property
and, in connection therewith, Buyer and its agents and contractors shall have the right of entry onto the Property for
such purposes and Buyer agrees to indemnify Seller for Buyer's on -site related Property activities and all costs
associated with such entry and tests made on the Property; this indemnity shall survive closing or termination of this
contract. If Buyer determines, in Buyer's sole and absolute discretion, that the Property is not suitable for Buyer's
intended use or purpose, Buyer shall have the right upon written notice to Seller within the Feasibility Review Period
to terminate this contract.
4. UCC Search. "UCC Search" means reports prepared by a nongovernmental provider, stating the
instruments that are on file in the Texas secretary of state's UCC records, the UCC records in the jurisdiction in which
Seller is located, and the UCC records of the county in which the Property is located, showing as debtor Seller (if
applicable) and all other owners of the Property during the five years before the Effective Date of this contract.
5. Delivery of Title Commitment and Legible Copies. Seller must deliver the Title Commitment to
Buyer by the deadline stated in section A.2. and legible copies of the instruments referenced in the Title Commitment
by the deadline stated in section A3.
6. Title Objections. Buyer has until the deadline stated in section A.4. ("Title Objection Deadline") to
review the Title Commitment, legible copies of the title instruments referenced in it, and the Survey and notify Seller
of Buyer's objections to any of them ("Title Objections"). Buyer will be deemed to have approved all matters reflected
by the Title Commitment to which Buyer has made no Title Objection by the Title Objection Deadline. The matters
that Buyer either approves or is deemed to have approved are "Permitted Exceptions." If Buyer notifies Seller of any
Title Objections, Seller has fifteen (15) days from receipt of Buyer's notice to notify Buyer whether Seller agrees to
cure the Title Objections before closing ("Cure Notice"). If Seller does not timely give its Cure Notice or timely gives
its Cure Notice but does not agree to cure all the Title Objections before closing, Buyer may, within five days after
the deadline for the giving of Seller's Cure Notice, notify Seller that either this contract is terminated (in which event
Real Estate Sales Contract Page 3 of 10
the Earnest Money shall be refunded to Buyer) or Buyer will proceed to close, subject to Seller's obligations to
resolve the items listed in Schedule C of the Title Commitment, remove all liens affecting the Property, remove all
exceptions that arise by, through, or under Seller after the Effective Date, and cure only the Title Objections that
Seller has agreed to cure in the Cure Notice. At or before closing, Seller must resolve the items that are listed on
Schedule C of the Title Commitment which are Seller's responsibility to resolve, remove all such liens, remove all
exceptions that arise by, through, or under Seiler after the Effective Date of this contract, and cure the Title Objections
that Seller has agreed to cure.
7. Survey. Buyer, at Buyer's expense, will obtain a new survey of the Property and deliver a copy thereof
to Seller by the deadline specified in A6 above. The survey shall be a current on -the -ground survey of the Property
that substantially complies with the requirements of a Category IA, Condition I or II (as applicable) survey in the
Manual of Practice for Land Surveying in the State of Texas promulgated by the Texas Board of Professional Land
Surveying and shall be adequate to enable the Title Company to delete the survey exception in the Title Policy (except
for "shortages in area"). Once the Survey has been completed, the legal description of the Property shown therein
shall be substituted for the legal description in Exhibit A and shall serve as the legal description of the Property in
the Deed.
G. Condition of the Property until Closing; Cooperation; No Recording of Contract
1. Maintenance and operation. Until closing, Seller will (a) maintain the Property as it existed on the
Effective Date, except for reasonable wear and tear and casualty damage; (b) operate the Property in the same manner
as it was operated on the Effective Date; and (c) not further encumber the Property with liens, easements, restrictions
or any other matter affecting title to the Property, or modify the terms of any existing leases, contracts or
encumbrances, if any, without Buyer's prior written consent.
2. Casualty Damage. Seller will notify Buyer promptly after discovery of any casualty damage to the
Property. Seller will have no obligation to repair or replace the Property if it is damaged by casualty before closing.
Buyer may terminate this contract if the casualty damage that occurs before closing would materially affect Buyer's
intended use of the Property, by giving notice to Seller within fifteen days after receipt of Seller's notice of the
casualty, in which event the Earnest Money shall be refunded to Buyer. If Buyer does not terminate this contract,
Seller will (a) convey the Property to Buyer in its damaged condition, (b) assign to Buyer all of Seller's rights under
any property insurance policies covering the Property, and (c) pay to Buyer the amount of the deductibles and
coinsurance provisions under any insurance policies covering the Property, but not in excess of the cost to repair the
casualty damage and less any amounts previously paid by Seller to repair the Property. If Seller has not insured the
Property and Buyer does not elect to terminate this contract in accordance with this section, the Purchase Price will
be reduced by the cost to repair the casualty damage.
3. Condemnation. Seller will notify Buyer promptly after Seller receives notice that any part of the
Property has been or is threatened to be condemned or otherwise taken by a governmental or quasi -governmental
authority. Buyer may terminate this contract if the condemnation would materially affect Buyer's intended use of the
Property by giving notice to Seller within fifteen days after receipt of Seller's notice to Buyer (or before closing if
Seller's notice is received less than fifteen days before closing), in which event the Earnest Money shall be refunded
to the Buyer. If Buyer does not terminate this contract, (a) Buyer and Seller will each have the right to appear and
defend their respective interests in the Property in the condemnation proceedings, (b) any award in condemnation
will be assigned to Buyer, and (c) if the taking occurs before closing, the description of the Property will be revised
to delete the portion taken.
4. Claims; Hearings. Seller will notify Buyer promptly of any litigation or any claim or administrative
hearing that is threatened, filed, or initiated before closing that affects the Property.
Real Estate Sales Contract Page 4 of 10
H. Closing
1. Closing. This transaction will close at Title Company's offices on the Closing Date. At closing, the
following will occur:
a. Closing Documents. The parties will execute and deliver the Closing Documents.
b. Payment of Purchase Price. Buyer will deliver the Purchase Price and other amounts or
documents that Buyer is obligated to pay or execute under this contract to or by Title
Company in funds or documents acceptable to Title Company and Seller.
C. Disbursement of Funds; Recording; Copies. Title Company will be instructed to disburse
the Purchase Price and other funds in accordance with this contract, record the deed and any
other Closing Documents necessary to be recorded, and distribute copies of the Closing
Documents to each party.
d. Possession. Unless otherwise agreed, Seller will deliver possession of the Property to Buyer,
subject to the Permitted Exceptions existing at Closing.
2. Transaction Costs
a. Seller's Costs. Seller will pay for the basic charge for the Title Policy; one-half of the escrow
fee charged by Title Company; the costs to prepare the deed; the costs to obtain, deliver, and
record releases of all liens to be released at closing; the costs to record all documents to cure
Title Objections agreed to be cured by Seller, and certificates or reports of ad valorem taxes;
the costs to deliver copies of the instruments described in section A.4.; and Seller's expenses
and attorney's fees.
b. Buyer's Costs. Buyer will pay for the new survey; one-half of the escrow fee charged by
Title Company; the costs to obtain, deliver, and record all documents other than those to be
recorded at Seller's expense; the additional premium for the "survey/area and boundary
deletion" in the Title Policy, if the deletion is requested by Buyer; the costs of work required
by Buyer to have the survey reflect matters other than those required under this contract; and
Buyer's expenses and attorney's fees.
C. Ad Valorem Twces. As permitted under IRC 501 c3 regulations for Buyer, ad valorem taxes
for the Property for the calendar year of closing will be prorated between Buyer and Seller
as of the Closing Date. Seller's portion of the prorated taxes (if applicable) will be paid to
Buyer at closing as an adjustment to the Purchase Price. If the assessment for the calendar
year of closing is not known at the Closing Date, the proration will be based on taxes for the
previous tax year, and Buyer and Seller will adjust the prorations in cash within thirty days
of when the actual assessment and taxes are known. Seller will promptly notify Buyer of all
notices of proposed or final tax valuations and assessments that Seller receives after the
Effective Date and after closing. All taxes due as of closing will be paid at closing. If this
sale or a change in use of the Property or the denial of any special use valuation on the
Property results in the assessment after Closing of additional taxes applicable to the period
of time before the Closing (including any so called "roll back" impositions), Buyer shall pay
the additional taxes plus any penalties and interest immediately upon a written statement
therefor and hold Seller harmless therefrom. The parties' obligations under this paragraph
shall survive the Closing.
Real Estate Sales Contract Page 5 of 10
d. Brokers' Commissions and Disclosure. Buyer and Seller each represents and warrants to the
other that they have had no contact with any real estate broker, finder or other person who
might be entitled, or claim to be entitled, to a brokerage commission, finder's fee or other
compensation in connection with this transaction other than Funderburgh Realty Corporation
("Seller's Broker"). Buyer and Seller each hereby indemnify and agree to defend and hold
the other party harmless from and against any and all claims, demands, liabilities, causes of
action, costs or expenses (including reasonable attorneys' fees) caused by or arising out of
any breach of its foregoing warranty. The provisions of this paragrraph shall survive the
Closing or termination of this contract and shall not be subject to any limitation of liability
otherwise set forth in this contract.
3. Issuance of Title Policy. Seller will cause Title Company to issue the Title Policy to Buyer as soon
as practicable after closing.
I. Default and Remedies
1. Seller's Default. If Seller fails to perform any of its obligations under this contract ("Seller's
Default"), Buyer's sole and exclusive election of remedies includes: (1) enforcing specific performance of this
contract; or (2) terminating this contract by written notice to Seller.
2. Buyer's Default. If Buyer fails to perform any of its obligations under this contract ("Buyer's
Default"), Seller, shall have the right to either (i) enforce specific performance of Buyer's obligations under this
contract or (ii) terminate this contract by giving notice to Buyer on or before the Closing Date).
3. Liquidated Damages. The parties agree that just compensation for the harm that would be caused by
a default by either party cannot be accurately estimated or would be very difficult to accurately estimate and the
remedies provided above are reasonable forecasts of just compensation to the nondefaulting party for the harm that
would be caused by a default.
J. Miscellaneous Provisions
1. Notices. Any notice required by or permitted under this contract must be in writing. Any notice
required by this contract will be deemed to be delivered (whether actually received or not) when deposited with the
United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended
recipient at the address shown in this contract. Notice may also be given by regular mail, personal delivery, courier
delivery and will be effective when actually received. Any address for notice may be changed by written notice
delivered as provided herein. Copies of each notice must be given by one of these methods to the attorney of the party
to whom notice is given.
Counsel for Seller:
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
Real Estate Sales Contract Page 6 of 10
Counsel for Buyer:
._ i i► �-V►
MIND
I
2. Entire Contract. This contract, together with its exhibits, and any Closing Documents delivered at
closing constitute the entire agreement of the parties concerning the sale of the Property by Seller to Buyer. There are
no oral representations, warranties, agreements, or promises pertaining to the sale of the Property by Seller to Buyer
not incorporated in writing in this contract.
3. Amendment. This contract may be amended only by an instrument in writing signed by the parties.
4. Assignment. This contract will inure to the benefit of and be binding on the parties and their
respective successors and assigns; provided, however, that this contract may not be assigned by either party without
each of the other parties' written consent.
5. Survival. The obligations of this contract that cannot be performed before termination of this
contract or before closing will survive termination of this contract or closing, and the legal doctrine of merger will
not apply to these matters. If there is any conflict between the Closing Documents and this contract, the Closing
Documents will control.
6. Choice of Law; Venue; Alternative Dispute Resolution. This contract will be construed under the
laws of the state of Texas, without regard to choice -of -law rules of any jurisdiction. Venue is in Collin County, Texas.
Time permitting, the parties will submit in good faith to an alternative dispute resolution process before filing a suit
concerning this contract.
7. Waiver of Default. It is not a waiver of default if the nondefaulting party fails to declare immediately
a default or delays taking any action with respect to the default.
8. No Third -Party Beneficiaries. There are no third -party beneficiaries of this contract.
9. Severability. The provisions of this contract are severable. If a court of competent jurisdiction finds
41
that any provision of this contract is unenforceable, the remaining provisions will remain in effect without the
unenforceable parts.
10. Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of construction that
ambiguities in a document will be construed against the party who drafted it will not be applied in interpreting this
contract.
11. No Special Relationship. The parties' relationship is an ordinary commercial relationship, and they
do not intend to create the relationship of principal and agent, partnership, joint venture, or any other special
relationship.
12. Counterparts. If this contract is executed in multiple counterparts, all counterparts taken together
will constitute this contract.
13. Confidentiality. The parties will keep confidential this contract, this transaction, and all information
learned in the course of this transaction, except to the extent disclosure is required by law or court order or to enable
third parties to advise or assist Buyer to investigate the Property or either party to close this transaction.
Real Estate Sales Contract Page 7 of 10
14. Additional Matters.
i. ) Seller agrees to cooperate with Buyer if, during the Feasibility Review Period, Buyer or the City
of Anna requires the Property to be preliminarily platted; provided, all costs of such plat shall be
borne by Buyer; and
ii.) Buyer will secure at its own expense any necessary use permits, platting and signage
requirements and Seller agrees to cooperate as necessary to accomplish such.
15. Termination. If this contract is terminated for any reason, the parties will have no further rights or
obligations under this contract, except that: (1) Buyer shall pay the costs to repair any damage to the Property caused
by Buyer or Buyer's agents; (2) Buyer shall return to Seller any reports or documents delivered to Buyer by Seller;
and (3) each party shall perform any other obligations that, by the explicit provisions of this Contract, expressly
survive the termination of this Contract. The obligations of this Section 15 will survive the termination of this
Contract.
16. Attorneys' Fees. The prevailing party in any proceeding brought to enforce this contract, or brought
relating to the transaction contemplated by this contract, will be entitled to recover, from the non -prevailing party,
court costs, reasonable attorneys' fees and all other reasonable related expenses.
17. Contract as offer. The execution of this contract by the first party to do so constitutes an offer to
purchase or sell the Property. If the other party does not accept that offer by signing this contract and delivering a
fully executed copy to the first party within thirty (3 0) days after the date this contract is executed by the first party,
then the first party may withdraw that offer by delivering a written notice to the other party at any time before the
other party accepts that offer, in which case the Earnest Money, if any, will be returned to Buyer.
SELLER:
Anna Econo 'c Development Corporation
Anna Communi l3 lopmen rporation or Assigns
Ar 'd
By:
Printed Name: arE,
8.e.-ao � - C"'nC.,
Date: � /%
Real Estate Sales Contract Page 8 of 10
BUYER:
Kirby — Smith Machinery, Inc.
am
its President
STATE OF OKALHOMA
COUNTY OF �
Before me, the undersigned notary public, on the ZL day of 2017, personally appeared
�At Y%..% cAna-A I t 1. known to me (or proved to me) to be the perso hose name is subscribed to the
foregoing insZZmAj and acknowledged to me that he executed the same in his capacity as President of Kirby —
Smith Machinery, Inc. and on behalf of
a �. rr � � od �•• r �o+r �iriQ4.roo�e���ri��. r. �.��. 0
de SLEWETT
t 4AL fy Pui
18tifis d Oklahoma
i
Co"ImIcb(aloji 0 07410027 Eup1 07124119 I
OSOOPOOC.�61Gi.0
KSMI Properties, LLC
By: ,
H. E. Kirby, its Mana g tember
STATE OF OKLAHOMA
Notary Public, State of Oklahoma
s
COUNTY OF totr\ § je3r(
Before me, the undersigned notary public, on the _a day of , 2017, personally appeared H.
E. Kirby known to me (or proved to me) to be the person whose name is s cribed to the foregoing instrument and
acknowledged to me that he executed the same in his capacity as Managing Member of KSMI Properties, LLC and
on behalf of said entity.
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C. BLEWE`I"T
two
SEAL
Notary Putfoc
State of Oklahoma
commleelon 0 07007027 Wires 07124/99 �
no,-'e -
Notary Public, State of Oklahoma
Real Estate Sales Contract Page 9 of 10
Title Company Receipt
Title Company acknowledges receipt of Earnest Money in the amount of $0.00 and a copy of this contract
executed by both Buyer and Seller.
Red River Title Company
Printed Name: 0ACAOq Twre�>-
Title: G-5c- r
Date: 5q-kCOA4,C � �, 2017
Real Estate Sales Contract Page 10 of 10
Anna Economic Development Corp.
711012017
Anna Business Park
EXHIBIT "A"
FIELD NOTE DESCRIPTION
Being a 10.816 acre tract of land out of the called 85.571 acre Tract No.178 of the D.E.V. Babb Survey,
Abstract Number 33, Sheet No. 2, situated in Collin County, Texas, said 85.571 acre tract of land conveyed to
Anna Economic Development Corporation, recorded in Instrument Dumber 20170103000004800 of the
Official Public Records of Collin County, Texas (O.P.R.C.C.T.), said 10.816 acre tract being more
particularly descn*bed as follows;
BEGIlVIlVG at a 5/8" iron rod set with yellow plastic cap stamped "BH&C" for corner, said set iron rod lying
on the south property line of said 85.571 acre Arena EDC tract, and on the north property line of a called
21.6960 acre Tract 2, Parcel 2 dedicated to Collin County Toll Road Authority (Collin County Outer Loop
right-of-way) by deed recorded in nt Number 20110222000194360 of the O.P.R.C.C.T., said set iron
rod also lying on the south line of a utility easement and right-of-way dedicated to Texas Power and Light
Company by deed recorded in Volume 1359, Page 335 of the Deed Records of Collin County, Texas
(D.R.C.C.T.). said set iron rod bearing S 36025151" E, a distance of 2,268.17 feet from a 1/2't iron rod found
for the northwest comer of said 85.571 acre Anna EDC tract lying on the northerly edge of County Road 421
(a 30-foot wide undedicated gravel road), also lying on the cof said D.E.V. Babb Survey and the
Grandison Stark Survey, Abstract Number 798, said point also bears S 89°04'41" E, a distance of 1,883.18
feet from a 1/2" iron rod found with cap stamped "R.P.L.S. 3700" for the southwest corner of said 85.571 acre
Anna EDC tract;
THENCE, N 8900441" w, along the the south property line of said 85.571 acre Anna EDC tract, and along
the south line of said Texas Power and Light utility easement and right-of-way, and said Collin County Outer
Loop north right-of-way line, a distance of 80.01 feet to a 5/8" iron rod set with yellow plastic cap stamped
"BH&C" for corner;
THENCE, N 0000W00" E. departing said common property line, and said Collin County Outer Loop north
right-of-way line, and south line of said Texas Power and Light utility easement and right-of-way, a distance
of 987.54 feet to a 5/8" iron rod set with yellow plastic cap stamped `13H&C" for corner,
THENCE, N 90°00'00" E, a distance of 80.00 feet to a 5/8" iron rod set with yellow plastic cap stamped
"BH&C" for corner;
THENCE, N 00°00'00" E, a distance of 199.12 feet to a 5/8" iron rod set with yellow plastic cap stamped
"BH&C" for corner;
THENCE, S 89*5913811 E, a distance of 401.22 feet to a 5/8" iron rod set with yellow plastic cap stamped
"BH&C" for corner, said set iron rod being in the east property line of said 85.571 acre Anna EDC tract and
the west line of a called 75.673 acre Wider tract of land of an original 161.2440 acre tract of land
conveyed to Harlan Properties, Inc. as recorded in Instrument Number 20121228001650300 of the
D.R.C.C.T., said point also being in the center of a 30-foot wide Sanitary Sewer Easement, recorded in
Instnunent Number 20150422000453060 of the O.P.R.C.C.T.;
THENCE, along the east line of said 85.571 acre Anna EDC tract and the west line of said 75.673 acre Harlan
Properties, Inc. tract, and along the center of said 30-foot wide Sanitary Sewer Easement, the following
courses and distances;
S 00048t25" W, a distance of 794.24 feet to a 5/8" iron rod set with yellow plastic cap stamped
"BH&C" for corner;
M-U tajaduum 13-104 Block A Lot 3Aoc - - - Page I o, f '3
Anna Economic Development Corp.
711012017 Anna Business Park
EXHIBIT "Aft
S 55°24'07" E, a distance of 278.49 feet to a 5/8" iron rod set with yellow plastic cap stamped
"BH&C" for corner, said set iron rod lying on the north line of a utility easement and right-of-way
dedicated to TXU Electric Company by deed recorded in Volume 4951, Page 833 of the D.R.C.C.T.;
THENCE, N 89025135" w, departing the east line of said 85.571 acre Anna EDC tract and the west line of
said 75.673 acre Harlan Properties, Inc. tract and the center of said 30-foot wide Sanitary Sewer Easement,
and along the north line of said TXU Electric Company utility easement and right-of-way, a distance of
619.31 feet to a 5/8" iron rod set with yellow plastic cap stamped "BH&C" for corner;
THENCE, S 00000'00" E, departing the north line of said TXU Electric Company utility easement and right-
of-way, a distance of 241.81 feet to the POINT OF BEGINTNG, containing 10.816 acres (471,135 square feet)
of land, more or less, and leaving a 74.755 acre remainder of the original called 85.571 acre Anna Economic
Development Corporation tract.
Notes:
1. Bearings and distances cited in this field note
description are based on the Texas State Plane
Coordinate System, NAD-83, Texas North
Central Zone 4202.
2. Field survey concluded on 07/07/2017.
3. An Easement Plat of even date herewith
accompanies this Field Note Description.
Gary C. Hendricks, P.E., R.P.L.S.
Texas Registration No. 5073
Birkhoff, Hendricks & Carter, L.L.P.
TBPLS Firm No.100318-00
11910 Greenville Ave., Suite 600
Dallas, Texas 75243
SOFT
................................
GARY CLINTON HENDRICKS
5073 .. Q
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11AProjccts\An= EDOGcncral Scr%icrs-4013W013-104\Eazccncnt PlatAMscriptionA4013-104 Block A Lot 3.doc Page 2 of 3
ANNA ECONOMIC DEVELOPMENT CORP.
ii
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TRACT 178, ABSTRACT 33, SHEET 2
74.755 ACRE REMAINDER OF A
CALLED 85.571 ACRES
SB9'59'SB"E
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INST. NO. 20170103000004800
a O.P.R.C.C.T.
401.22'
30' SANITARY SEWER EASEMENT
INS% NO. 20150422000453060
N90.00'00jE
O.P.R.C.C.T.
a 80.00'
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SURVEY
ABSTRACT 33
80' :
N
ANHARLAN PROPERTIES, INC.
75.673 ACRE REMAINDER OF A CALLED
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IO.P.R.C.C.T.
.10.816-.,ACRES
161.2440 ACRES
INST. NO. 20121228001650300
o
EXHIBIT "A"
PAGE 3 OF 3
C.R. 421—Lfli
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OUTER LOOP
LOCATION MAP
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2. FIELD SURVEYS CONCLUDED ON 07/07/2017.
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3. A FIELD NOTE DESCRIPTION OF EVEN DATE
HEREWITH ACCOMPANIES THIS EXHIBIT.
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GARY CLINTON HENDRICKS
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PROPOSED 20' WATER LINE EASEMENT
CITY OF ANNA, TEXAS I
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EASEMENT do R.O.W.
M TXU ELECTRIC COMPANY G4
-- VOL 4951, PG. 833 61"
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ANNA ECONOMIC DEVELOPMENT
CORP
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300R.O.W. N89'04*41 v TRACT 2, PARCEL 2
COLLIN CO. 80.01COLLIN COUNTY TOLL ROAD AUTHORITY
OUTER LOOP INST. NO. 20110222000194360
O.P.R.C.C.T.
EXHIBIT B
Representations; Environmental Matters
A. Seller's Representations to Buyer
Seller represents to Buyer (to Seller's actual knowledge, without duty of investigation) that the
following are true and correct as of the Effective Date and will be true and correct on the Closing Date.
1. Authority. Seller is a Type A Development Corporation and a Type B Development
Corporation duly organized, validly existing, and in good standing under the laws of the state of Texas with
authority to convey the Property to Buyer. This contract is, and all documents required by this contract to
be executed and delivered to Buyer at closing will be, duly authorized, executed, and delivered by Seller.
2. Litigation. There is no litigation pending or threatened against Seller that might affect the
Property or Seller's ability to perform its obligations under this contract except:
NONE
3. Violation of Laws. Seller has not received notice of violation of any law, ordinance,
regulation, or requirements affecting the Property or Seller's use of the Property, except:
NONE
4. Lease. There is no lease on the Property and there are no parties in possession of the
Property.
5. Condemnation; Zoning; Land Use; Hazardous Materials. Seller has not received notice of
any condemnation, zoning, or land -use proceedings affecting the Property or any inquiries or notices by
any governmental authority or third party with respect to the presence of hazardous materials on the
Property or the migration of hazardous materials from the Property, except: NONE
6. No Other Obligation to Sell the Property or Restriction against Selling the Property.
Except for having granting a security interest in the Property (which security interest shall be released at
Closing) and the terms and conditions as stated therein, Seller has not obligated itself to sell the Property
to any party other than Buyer and Seller's performance of this contract will not cause a breach of any other
agreement or obligation to which Seller is a party or to which it is bound.
7. No Liens. On the Closing Date, the Property will be free and clear of all mechanic's and
materialman's liens and other liens and encumbrances of any nature except the Permitted Exceptions, and
no work or materials will have been furnished to the Property that might give rise to mechanic's,
materialman's, or other liens against the Property other than work or materials to which Buyer has given
its consent.
8. No Commitments. No commitments have been made by Seller to any governmental
authority, utility company, school board or church, or to any other religious body, or any other organization,
group or individual relating to any of the Property, which would impose an obligation upon Buyer or its
successors or assigns to make any contribution or dedication of money or land to construct, install or
Initials Initials
maintain any improvements of a public or private nature on or off any of the Property.
9. No Other Representation. Except as stated above, Seller makes no representation with
respect to the Property.
10. No Warranty. Seller has made no warranty in connection with this contract.
Seller's representations set forth in this contract shall survive Closing for a period of twelve (12) months.
Be "As Is, Where Is"
THIS CONTRACT IS AN ARMS -LENGTH AGREEMENT BETWEEN THE PARTIES.
THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS"
TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE
NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR I M PLIED WARRANTIES,
EXCEPT FOR THE WARRANTY OF TITLE STATED IN THE CLOSING DOCUMENTS AND
SELLER'S REPRESENTATIONS TO BUYER SET FORTH IN SECTION A OF THIS EXHIBIT
Be
THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS, WHERE IS"
CONDITION, WITH ALL FAULTS. SELLER MAKES NO WARRANTY OF CONDITION,
MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE
WITH RESPECT TO THE PROPERTY. ALL WARRANTIES, EXCEPT THE WARRANTY OF
TITLE IN THE CLOSING DOCUMENTS, ARE DISCLAIMED.
BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS OR WILL HAVE,
PRIOR TO THE END OF THE FEASIBILITY REVIEW PERIOD, THOROUGHLY INSPECTED
AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY THE BUYER
IN ORDER TO ENABLE THE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY.
BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF DEVELOPMENTS
SUCH AS THE PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE,
AND THAT OF BUYER'S CONSULTANTS, AND THAT BUYER WILL CONDUCT SUCH
INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND
SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK OF ANY
ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS THAT MAY NOT HAVE BEEN REVEALED BY BUYER'S
INSPECTIONS AND INVESTIGATIONS. BUYER FURTHER ACKNOWLEDGES AND
AGREES THAT BUYER IS ACQUIRING THE PROPERTY ON AN "AS IS, WHERE IS" AND
"WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION, WARRANTIES OR
COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE
WARRANTY OF TITLE EXPRESSLY PROVIDED IN THE DEED OR AS EXPRESSLY
PROVIDED IN THIS CONTRACT. BUYER HEREBY WAIVES AND RELINQUISHES ALL
RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO,
ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR
IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN
DEEMED TO HAVE BEEN MADE OR GIVEN BY SELLER, EXCEPT WITH RESPECT TO THE
WARRANTY OF TITLE EXPRESSLY PROVIDED IN THE CLOSING DOCUMENTS OR IN
Initials Initials
THIS CONTRACT. BUYER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES
THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT,
CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR
RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE,
REPAIR, OR OPERATION OF THE PROPERTY.
IT IS FURTHER UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND
SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND
OR CHARACTER, EXPRESS OR IMPLIED, AS TO (a) MATTERS OF TITLE, EXCEPT AS
EXPRESSLY PROVIDED IN THE CLOSING DOCUMENTS, (b) ZONING, (c) TAX
CONSEQUENCES, (d) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (e) AVAILABILITY
OF ACCESS, INGRESS OR EGRESS, (f) OPERATING HISTORY OR PROJECTIONS, (g)
VALUATION, (h) GOVERNMENTAL APPRAISALS, (i) GOVERNMENTAL REGULATIONS
OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY,
INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR
USE OR PURPOSE OF THE PROPERTY AND (ii) THE MANNER, QUALITY, STATE OF
REPAIR OR LACK OF REPAIR OF THE PROPERTY, BUYER FURTHER ACKNOWLEDGES
THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE
PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE
REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGULATION OF
THE STATE OF TEXAS, THE CITY OF ANNA, THE COUNTY OF COLLIN OR ANY OTHER
AUTHORITY OR JURISDICTION.
The provisions of this section B regarding the Property will be included in the deed and bill of sale
with appropriate modification of terms as the context requires.
C. Environmental Matters
AFTER CLOSING, AS BETWEEN BUYER AND SELLER, THE RISK OF LIABILITY OR
EXPENSE FOR ENVIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS BEFORE
CLOSING, WILL BE THE SOLE RESPONSIBILITY OF BUYER, REGARDLESS OF WHETHER THE
ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING
HAS OCCURRED, SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH C., BUYER
INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM LIABILITY FOR ANY
LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS
AFFECTING THE PROPERTY, INCLUDING LIABILITY UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (CERCLA), THE
RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE
DISPOSAL ACT, OR THE TEXAS WATER CODE. SUBJECT TO THE LAST SENTENCE OF THIS
PARAGRAPH C., BUYER INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM
ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY. SUBJECT
TO THE LAST SENTENCE OF THIS PARAGRAPH C., BUYER INDEMNIFIES, HOLDS
HARMLESS, AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL
PROBLEMS AFFECTING THE PROPERTY ARISING AS THE RESULT OF THEORIES OF
PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO
EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE
IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR
Initials w;+;nlo
ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUYER'S INDEMNIFICATION AND
HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH C. SHALL NOT APPLY TO ANY
CLAIMS OR LIABILITIES ARISING OUT OF ANY EVENTS THAT OCCURRED, OR ANY
CONDITIONS THAT WERE CREATED, DURING THE PERIOD OF SELLER'S OWNERSHIP OF
THE PROPERTY; AND PROVIDED FURTHER THAT BUYER AND EACH TRANSFEROR OF THE
PROPERTY (OR ANY PORTION THEREOF) SHALL UPON THE CONSUMMATION OF SUCH
TRANSFER BE RELIEVED OF ALL FURTHER LIABILITY FOR SUCH OBLIGATIONS EXCEPT
SUCH LIABILITY AS MAY HAVE ARISEN DURING THE PERIOD OF SUCH TRANSFEROR'S
OWNERSHIP OF THE PROPERTY (OR THE PORTION THEREOF SO CONVEYED) AND WHICH
REMAINS UNSATISFIED.
The provisions of the above paragraph C regarding the Property will be included in the deed and
bill of sale with appropriate modification of terms as the context requires.
[The remainder of this page is left blank intentionally.]
EXHIBIT C
Special Warranty Deed
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
Date: , 2017
Grantor: Anna Economic Development Corporation — a Type A Development Corporation; and
Anna Community Development Corporation — a Type B Development Corporation
Grantor's Mailing Address: 111 N. Powell Parkway, P.O. Box 776, Anna, TX 75409-0776
Grantee: Kirby Smith Machinery, Inc., an Oklahoma corporation and KSMI Properties, LLC an
Oklahoma limited liability company.
Grantee's Mailing Address: P.O. Box 270300, Oklahoma City, OK 73137
Consideration: $10.00 and other good and valuable consideration in hand received and adequacy
of which is acknowledged
Property (including any improvements): The real property described on Exhibit A, attached
hereto and incorporated herein by reference
Reservations from Conveyance: None
Exceptions to Conveyance and Warranty: The restrictions, easements, covenants, and other
matters described on Exhibit B. attached hereto and incorporated herein.
Grantor, for the Consideration and subject to the Reservations from Conveyance and the
Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property,
together with all and singular the rights and appurtenances thereto in any way belonging, to have
and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds
Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the
Property to Grantee and Grantee's heirs, successors, and assigns against every person
whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under
Grantor, but not otherwise, except as to the Reservations from Conveyance and the Exceptions to
Conveyance and Warranty.
THIS SALE EVIDENCED BY THIS DEED IS AN ARMS -LENGTH AGREEMENT
BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF
AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE
PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR
IMPLIED WARRANTIES, EXCEPT FOR THE WARRANTY OF TITLE STATED IN THE
CLOSING DOCUMENTS AND GRANTOR'S REPRESENTATIONS TO GRANTEE SET FORTH
IN THE CONTRACT BETWEEN THE PARTIES,
THE PROPERTY IS CONVEYED TO GRANTEE IN AN "AS IS, WHERE IS"
CONDITION, WITH ALL FAULTS. GRANTOR MAKES NO WARRANTY OF CONDITION,
MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE
WITH RESPECT TO THE PROPERTY. ALL WARRANTIES, EXCEPT THE WARRANTY OF
TITLE IN THE CLOSING DOCUMENTS, ARE DISCLAIMED.
GRANTEE HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS PRIOR TO THE
END OF THE FEASIBILITY REVIEW PERIOD, THOROUGHLY INSPECTED AND
EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY THE GRANTEE
IN ORDER TO ENABLE THE GRANTEE TO EVALUATE THE PURCHASE OF THE
PROPERTY. GRANTEE REPRESENTS THAT IT IS A KNOWLEDGEABLE GRANTEE OF
DEVELOPMENTS SUCH AS THE PROPERTY AND THAT IT IS RELYING SOLELY ON ITS
OWN EXPERTISE, AND THAT OF GRANTEE'S CONSULTANTS, AND THAT GRANTEE
WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL
ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO,
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS THAT MAY NOT HAVE BEEN
REVEALED BY GRANTEE'S INSPECTIONS AND IlWESTIGATIONS. GRANTEE FURTHER
ACKNOWLEDGES AND AGREES THAT GRANTEE IS ACQUIRING THE PROPERTY ON AN
"AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION,
WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE,
EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY PROVIDED IN THIS DEED.
GRANTEE HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES
ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS,
WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE
BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO HAVE BEEN MADE
OR GIVEN BY GRANTOR, EXCEPT WITH RESPECT TO T WARRANTY OF TITLE
EXPRESSLY PROVIDED IN THE CLOSING DOCUMENTS OR IN THE CONTRACT
BETWEEN THE PARTIES. GRANTEE HEREBY ASSUMES ALL RISK AND LIABILITY (AND
AGREES THAT GRANTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT,
INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR
RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE,
REPAIR, OR OPERATION OF THE PROPERTY,
IT IS FURTHER UNDERSTOOD AND AGREED THAT GRANTOR IS NOT MAKING AND
SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND
OR CHARACTER, EXPRESS OR IMPLIED, AS TO (a) MATTERS OF TITLE, EXCEPT AS
EXPRESSLY PROVIDED IN THE CLOSING DOCUMENTS, (b) ZONING, (c) TAX
CONSEQUENCES, (d) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (e) AVAILABILITY
OF ACCESS, INGRESS OR EGRESS, (f) OPERATING HISTORY OR PROJECTIONS, (g)
VALUATION, (h) GOVERNMENTAL APPRAISALS, (i) GOVERNMENTAL REGULATIONS
OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY,
INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR
USE OR PURPOSE OF THE PROPERTY AND (ii) THE MANNER, QUALITY, STATE OF
REPAIR OR LACK OF REPAIR OF THE PROPERTY. GRANTEE FURTHER
ACKNOWLEDGES THAT GRANTOR HAS NOT WARRANTED, AND DOES NOT HEREBY
WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY
WITH THE REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR
REGULATION OF THE STATE OF TEXAS, THE CITY OF ANNA, THE COUNTY OF COLLIN
OR ANY OTHER AUTHORITY OR JURISDICTION.
THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS,
EVEN IF ARISING FROM EVENTS BEFORE THE DATE HEREOF, WILL BE THE SOLE
RESPONSIBILITY OF GRANTEE, REGARDLESS OF WHETHER THE ENVIRONMENTAL
PROBLEMS WERE KNOWN OR UNKNOWN AS OF THE DATE HEREOF. GRANTEE
INDEMNIFIES, HOLDS HARMLESS, AND RELEASES GRANTOR FROM LIABILITY FOR
ANY LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL
PROBLEMS AFFECTING THE PROPERTY, INCLUDING LIABILITY UNDER THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY
ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE
TEXAS SOLID WASTE DISPOSAL ACT, OR THE TEXAS WATER CODE. SUBJECT TO
THE LAST SENTENCE OF THIS PARAGRAPH C., GRANTEE INDEMNIFIES, HOLDS
HARMLESS, AND RELEASES GRANTOR FROM ANY LIABILITY FOR ENVIRONMENTAL
PROBLEMS AFFECTING THE PROPERTY. SUBJECT TO THE LAST SENTENCE OF THIS
PARAGRAPH, GRANTEE INDEMNIFIES, HOLDS HARMLESS, AND RELEASES GRANTOR
FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE
PROPERTY ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND
STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS
ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON
GRANTOR IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL
PROBLEMS AFFECTING THE PROPERTY. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, GRANTEE'S INDEMNIFICATION AND HOLD
HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH SHALL NOT APPLY TO ANY
CLAIMS OR LIABILITIES ARISING OUT OF ANY EVENTS THAT OCCURRED, OR ANY
CONDITIONS THAT WERE CREATED, DURING THE PERIOD OF GRANTOR'S
OWNERSHIP OF THE PROPERTY; AND PROVIDED FURTHER THAT GRANTEE AND
EACH TRANSFEROR OF THE PROPERTY (OR ANY PORTION THEREOF) SHALL UPON
THE CONSUMMATION OF SUCH TRANSFER BE RELIEVED OF ALL FURTHER
LIABILITY FOR SUCH OBLIGATIONS EXCEPT SUCH LIABILITY AS MAY HAVE ARISEN
DURING THE PERIOD OF SUCH TRANSFEROR'S OWNERSHIP OF THE PROPERTY (OR
THE PORTION THEREOF SO CONVEYED) AND WHICH REMAINS UNSATISFIED
When the context requires, singular nouns and pronouns include the plural.
Anna Community Development Corporation
By: 04 ie
Nate Pike, its President
STATE OF TEXAS §
COUNTY OF COLLIN §
:�'o:' P�'•: LAURETTA KAY BLACETER
�• M
My Notary 1D # 129369379
'} Expires April 19 2021
Before me, the undersigned notary public, on the day of ��.� .a , 20173
personally appeared Nate Pike known to me (or proved to me) to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed the same in his
capacity as President of the Anna Community Development Corporation and on behalf of the
Anna Community Development Corporation.
o ary Public, StatAof exas
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
EXHIBIT A
(see attached Field Notes)
EXHIBiT B
(Attach title exceptions)