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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. -r--------- ►+ire+.a►wr f 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 <'9 '')o'�;�ssto�'�'Q SU Ry�-t 11AProjccts\An= EDOGcncral Scr%icrs-4013W013-104\Eazccncnt PlatAMscriptionA4013-104 Block A Lot 3.doc Page 2 of 3 ANNA ECONOMIC DEVELOPMENT CORP. ii I I TRACT 178, ABSTRACT 33, SHEET 2 74.755 ACRE REMAINDER OF A CALLED 85.571 ACRES SB9'59'SB"E I I 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' I ! D.E.W. BABB SURVEY ABSTRACT 33 80' : N ANHARLAN PROPERTIES, INC. 75.673 ACRE REMAINDER OF A CALLED I 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 mcr b LOGITIAAI x, Cowes COUNTy OUTER LOOP LOCATION MAP g 1 �2" I.R.F. . ' I. SSEARINGS AND DISTANCES CHID ON THEIN THIS PLAT E ARE BASEDRDINATE %PLANE ! CODESCRIPOON SYSIEM, NAD—TD 7EXA S NORTH CENTRAL ZONE 4202. Poo'(� ,O '�? W I ! 2. FIELD SURVEYS CONCLUDED ON 07/07/2017. cl o^p I 3. A FIELD NOTE DESCRIPTION OF EVEN DATE HEREWITH ACCOMPANIES THIS EXHIBIT. 0 200 S�`��F �. 4. 5/8' IRON ROD WITH YELLOW PLASTIC GAP STAMPED oH&Cm SEr AT ALL CORNERS 1 INCH = 200 FEET q0r'l � � `'� `'� ems'• �= EASEMENT & R.O.W. TEXAS POWER AND LIGHT COMPANY8,0 O F 'isT ��' RF''•'9 VOL�- L 1359, PG. 335 N8925;35V — '— ` ` -' " -' —' GARY CLINTON HENDRICKS " `� 1/2 C.I.R.F. �� _� PROPOSED 20' WATER LINE EASEMENT CITY OF ANNA, TEXAS I ! EASEMENT do R.O.W. M TXU ELECTRIC COMPANY G4 -- VOL 4951, PG. 833 61" 2 ....;......................:....� ..a 5073 .�..; 'A, •°FFss���'• O� REFERENCE BEARING V .- .$ Q s.....•�� x S89'04'41 "E 1883.18' �' y - I `�; R.O.W. 0 ! _ _-, ! ANNA ECONOMIC DEVELOPMENT CORP j 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)