HomeMy WebLinkAboutEDCRes2016.06.01ANNA ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO b -) FbG
A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION
AUTHORIZING A LAND PURCHASE CONTRACT
WHEREAS, the Anna Economic Development Corporation (the "EDC") intends to
purchase property for the creation of primary jobs and to enable the EDC to perform
infrastructure and site improvements, which the board finds necessary to promote or
develop new or expanded business enterprises; and
WHEREAS, the EDC has determined that purchasing 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 attached Exhibit A purchase agreement along with
any associated documents (collectively, the "Purchase Documents") necessary to set
forth an arrangement between the EDC and the Seller.
Authority to fully execute the Land Purchase Contract (Exhibita) is subject to final
review of the EDC's legal counsel and any necessary approval by the City of Anna City
Council.
PASSE ND APPROVED by the Anna Economic Development Corporation this
day of , 2016.
DC President, Constance Stump
ATTEST:
I
EDC Secre' , S erily dfr
4
EDC OF ANNA, TEXAS RESOLUTION NOU O// -C&-O( aC-- PAGE 1 OF 1
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.6ZOO& " 06 'C;� C' 0C"
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
AUTHORIZING A LAND PURCHASE CONTRACT
WHEREAS, the Anna Community Development Corporation (the "CDC") intends to
purchase property found by the board to promote or expand new or expanded
business development; and
WHEREAS, the CDC has determined that purchasing property is in the financial
interests of the CDC;
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY
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 CDC hereby authorizes the attached ExhibitA purchase agreement along with
any associated documents (collectively, the "Purchase Documents") necessary to set
forth an arrangement between the CDC and the Seller.
Authority to fully execute the Land Purchase Contract (ExhibitA:) is subject to final
review of the CDC's legal counsel and any necessary approval by the City of Anna
City Council.
P SSED AND APPROVED by the Anna Community Development Corporation this
day of , 2016.
APPROVED:
CD resident, John Houcek
CDC OF ANNA, TEXAS RESOLUTION NWZNb -06- 0,9, IMC, PAGE 1 OF 1
CITY OF ANNA, TEXAS
RESOLUTION NO. JV 14- - 0- ;iD Q
(EDC/CDC Real Estate Sales Contract)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA APPROVING AND
AUTHORIZING A PROJECT RELATED TO A REAL ESTATE SALES CONTRACT
BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION AND THE ANNA
ECONOMIC DEVELOPMENT CORPORATION
WHEREAS, the Anna Community Development Corporation (the "CDC") and the
Anna Economic Development Corporation (the "EDC") were created by the City of
Anna, Texas (the "City"), in accordance with Article 5190.6, V.A.T.C.S., Section 4A
and 413, and now operate under Texas Local Government Code, Title 12, Subchapter
C-1 (the "Act"); and
WHEREAS, the CDC and the EDC intend to purchase and use, maintain, and
dispose of a certain tract of real property described in the attached EXHIBIT E (the
"Project") found by the CDC Board of Directors and the EDC Board of Directors
(collectively, "Corporations' Boards") to promote new or expanded business
development; and
WHEREAS, the Corporations' Boards have found that the Project and the written
agreement and associated documents necessary to purchase the subject property are
in the financial interests of the CDC and EDC; and
WHEREAS, the City Council, after considering the Project and giving this resolution two
separate readings, is in agreement with the above -referenced findings of the CDC and
the EDC and by this resolution authorizes the Project; and
WHEREAS, the above -referenced purchase will be financed with sales tax revenue
obligations to be issued by the Anna CDC Corporation and paid from sales tax
revenues and other resources of the Corporations;
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF ANNA CITY COUNCIL,
THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Authorization of Project
The City of Anna City Council hereby authorizes the Project and approves of the
authorized representative(s) of the CDC and EDC to enter into a Real Estate Sales
Contract (the "Agreement") attached hereto as EXHIBIT E. The City of Anna City
Council further approves of the authorized representative(s) of the CDC and EDC to
execute any associated documents necessary to consummate the purchase of the
property that is the subject of the Agreement and to use, maintain and dispose of said
property in accordance with the Act.
PASSED AND APPROVED by the Anna City Council on this 26t" day of July, 2016.
APPROVED: A
City Secretary, arrie L. Smith
Resolution No. 401L,-0'7-
(EDC/CDC Real Estate Contract)
ATTEST:
Mayor, Mike Crist
2
Exhibit A
Real Estate Sales Contract
This contract to buy and sell real property is betty-Feen 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 before the Earnest Money Deadline provided in section A.1. for
this contract to be effective.
Seller: Harlan Properties, Inc.
Address: 2404 Texas Dr Ste 103
Irving, TX 75062-7011
c/o Suresh Shridharani
Phone: (972) 659-0655 x 110
Type of entity: Texas Corporation
Buyer: Anna Economic Development Corporation and
Anna Community Development Corporation or Assigns
Address: 111 N. Powell Parkway
P.D. Box 776
Anna, TX 75409-0776
c/o Jessica Perkins
Phone: (972) 924-3325
Type of entity: Anna Economic Development Corporation -- a Type A Development Corporation;
and Anna Community Development Corporation — a Type B Development
Corporation
Property: .Approximately 85.571 gross acres of real property out of that certain 246.815 acre
tract located at the northeast corner of the intersection of the Collin County Outer
Loop and S.14. 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:
Address:
Phone:
Underwriter:
Pu mhase Price
Cash portion:
Total purchase price:
Reunion Title Company
2404 Texas Drive, # 102
Irving, Texas 75062
c/o Alana Bailey
(972) 871-7000
Title Company's choice.
$2,810,000.00
$22810,000.00
Additional Consideration. At Buyer's sole cost and in accordance with applicable municipal requirements,
subsequent to Closing, Buyer may provide and install a domestic water line from
Highway 5 to Clemmons Creek to be available for the future development of
Seller's remainder land upon the commencement of development of such
remainder of Seller's land. If Buyer does not provide and install such water line
then Seller may install said line at its own costs and receive reimbursement from
the City of Anna, Texas (the "City") to the extent appropriate under the City's
Capital Improvement Plan and any other applicable regulations. Size and location
of the line shall be determined by the City of Anna in its sole discretion and an
Real Estate Sales Contract Page i of 11
easement therefor shall be included in any plat of the Property. The covenants of
Buyer in this paragraph shall survive closing and shall run with the Property.
Earnest money: $54,000.00
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
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 (34th) day following the Feasibility Review
Period; provided, however, in any event the Closing Date shall occur by November 30, 2016. The Closing Date
shall not be extended unless extended wider 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,
TxDoti 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 D (the Deed")
Bill of Sale
Real Estate Sales Contract Page 7. of 11
Affidavit of No Leasehold Interests (fully executed and in the form and substance attached
hereto as Exhibit Q.
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
Exhibit G— Affidavit of No Leasehold Interests
Exhibit D—Teed
ID. 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
Buyer may direct Title Company to invest the Earnest Money in an interest -bearing account in a federally
• y giving notice to Title Company and satisfying Title Company's requirements for
insured financial institution by g g p y
investing the Earnest Money in an interest -bearing account. Any interest earned on the Earnest Money will be paid
to the party that becomes entitled to the Earnest Money. If Buyer fails to deposit the Earnest Money, in accordance
with A.1, with the Title Company, then Seller may, at Seller's option, terminate this contract by delivering a written
termination notice to Buyer at any time until Buyer deposits the Earnest Money with the Title Company.
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 Commitmenf' 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.
(teal Estate Sales Contract Page 3 of I 1
"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 one hundred and twenty (120) days (the "Feasibility
Review Period") after the Effective Date in which to conduct envkomnental 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 indemni4, 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 in which event the Earnest Money shall be fully and
completely refunded to Buyer.
4. Intentionally Deleted.
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 Z`itle
Commitment by the deadline stated in section A.3.
6. Title Objections. Buyer has until the deadline stated in section AA ("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 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 Seller 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
Real Estate Sales Contract Page 4 of 11
or encumbrances, if any, without Buyer's prior written consent, except that Seller must terminate any existing
leases before Closing.
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
auny 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. Seiler 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.
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. The Earnest
Money will be applied to the Purchase Price.
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
Real Estate Sales Contract Page 5 of 11
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 AA;
and Seller's expenses and attorney's fees. At closing, provided closing actually occurs,
Seller agrees to credit Buyer for the cost of the survey up to the maximum amount of
$23500.00.
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 Taces. As permitted under IRC 5010 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 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 promtions 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.
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 m connection with this transaction other than Funderburgh Realty
Corporation ("Buyer's Broker") and Cameron Co. ("Seller's Broker"), In the event of
Closing hereof, Seller shall pay a conunission to the brokers equal to the sum of (i) six
percent (6%) of the first $1,000,000 and (H) three percent (3°/a) of the remaining Purchase
Price (the "Fees"). Said Fees shall be equally divided between Buyer's Broker and 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 Para"a�ph 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.
Real Estate Sates Contract Page 6 of 11
1. Default and Remedies
1. Seller's DefaultIf Seller fails to perform any of its obligations under this contract ("Seller's
Default"), Buyer's sole and exclusive remedy is to either Q) enforce specific performance of Seller's obligations
under this contract, or (ii) terminate this contract by written notice to Seller in which event the Earnest Money shall
be delivered to Buyer. If title to the Property is awarded to Buyer, the conveyance will be subject to the Permitted
Exceptions.
2. Buyer's Default. If Buyer fails to perform any of its obligations under this contract ("Buyer's
Default"}, Seller, as its sole and exclusive remedy, shall have the right to tenninate this contract by giving notice to
Buyer on or before the Closing Date and have the Earnest Money paid to Seller as liquidated damages (and not as a
penalty). Seller waives any remedy for damages.
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 that
the Earnest Money and the amounts 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 Buyer:
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
Counsel for Seller:
John A. wise
$068 W. Plano Parkway, Suite 300
Plano, TX 75093
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. This contract is fully assignable by Buyer provided: (a) such assignment must be
in writing and signed by Buyer and its assignee, (b) Buyer must send a copy of any assignment to Seller at least
Real Estate Sales Contract Page 7 of 11
seven (7) days prior to closing, and (c) such assignment shall not release Buyer from its obligations and liabilities
under this contract. Upon compliance with the foregoing, the assignee(s) shall be entitled to enforce this contract as
against Seller, including but not limited to, the remedy of specific performance.
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 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 draped 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 patty to close this transaction.
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.
ii. ) To the best of Seller's current knowledge, but WITHOUT WARRANTY, water, sanitary sewer
and electric power line are available at the Property (excluding storm sewer).
iii. ) Buyer will determine during the Feasibility Review Period, to Buyer's satisfaction that, within
the Property area, at least two (2) entry/exit drives will be permitted each on (a) County Road 421
and (b) the Collin County Outer Loop (with at Yeast one median cut).
Real Estate Sales Contract Page 8 of 11
iv. ) 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. Terminalion. If this contract is terminated for any reason, the parties will have no further rights or
obligations under this contract, except that: (I) 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. Allorneys' 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. Exchange. Seller and Buyer shall cooperate with each other in connection with any tax deferred
exchange that either party may be initiating or completing in connection with Section 1031 of the Internal Revenue
Code, so long as neither party will be required to pay any expenses related to the other party's exchange and the
closing is not delayed. Notwithstanding any other provision that may prohibit the assignment of this contract, either
party may assign this contract to a qualified intennediary or exchange accommodation title holder, if the
assignment is required in connection with the exchange. The parties agree to cooperate with each other, and sign
any reasonable documentation that may be required, to effectuate any such exchange.
18. 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 pate does not accept that offer by signing this contract and delivering a
fully executed copy to the first pail), within thirty (30) 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:
Harlan Properties, Inc.
By: Nf��
Suresli Shridharani, its President
Date: I - 2a -11.
Real Estate Sales Contract Page 9 of I I
BUYER:
Anna Economic- eveiopment Corporation
B
Y�
Printed Name: -e
Title: r t e114-
Anna Community Development Corporation or Assigns
Date: 7 �7 % i
Real Estate Sales Contract Page 10 of 11,
Tithe Comnanv Receint
Title Company acknowledges receipt of Earnest Money in the amount o $
of this contract executed by both Buyer and Seller.
Reunion Title Company
BY:
Printed Name:
Title:
Date: , 2016
and a copy
Real Estate Sales Contract Page 11 of l 1
Y'i A
Description of the Property
BEING a portion of a tract of land located in the D.E.W. Babb Survey,
Abstract Number 33, situated in Collin County, Texas and being a
portion of a 361,545 acre tract of land described by deed to Harlan
Properties, Inc. recorded in Instrument No. 20121228001650300 of the
Official Public Records of Collin County, Texas, and being more
particularly -described by metes and bounds as follows;
BEGINNING at a 1/2 inch iron rod found for the northwest corner of
said 361.545 acre tract lying on the northerly edge of County Road No.
421 a gravel road, also lying on the easterly line of a tract of land
described by deed to Dallas Area Rapid Transit, recorded in Collin
County Clerks Document No. 2001-0078323 of the Official Public Records
of Collin County, Texas, the southwest corner of tract of land
described by deed to 40 PGE, Ltd., recorded in Volume 5387, Page 468
of the Deed Records of Collin County, Texas, also lying on the common
line of said D.E.I. Babb Survey and the Grandison Stark Survey,
Abstract No. 798;
THENCE South 89 degrees 11 minutes 36 seconds East, along the common
line of said Babb and Stark Survey, also along the common line of said
361,545 acre tract and said 40 PGE tract, a distance of 1743.74 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for corner
lying in the center of a 30 feet wide Sanitary Sewer easement,
recorded in Instrument No. 20150422000453060 of the official Public
Records of Collin County, Texas;
THENCE through the interior of said 361.545 acre tract along the
center of said 30 feet wide easement the following courses and
distances:
South 11 degrees 33 minutes 57 seconds East, a distance of 61.78 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for
corner;
South 00 degree 48 minutes 25 seconds West, a distance of 1346.23 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for
corner;
South 55 degrees 24 minutes 07 seconds East, a distance of 316.51 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for
corner;
South 00 degrees 55 minutes 19 seconds West, a distance of 224.46 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set lying on
the north line of Collin County Toll Road Authority tract recorded in
Instrument No. 20110222000194360 of the official Public Records of
Collin County, Texas;
THENCE North 89 degrees 04 minutes 41 seconds West, along the north
line of said Collin County Toll Road tract, a distance of 2530.22 feet
to a 2/2 inch iron rod with cap stamped "R.P.L.S. 3700" found for the
southwest corner of said 361.545 acre tract, also lying on the east
line of Collin County Toll Road Authority tract recorded in Instrument
No. 20090317000307070 of the official Public Records of Collin County,
Texas;
THENCE North 00 degrees 44 minutes 35 seconds West, along the east
line of last mentioned Toll Road tract, a distance of 207.51 feet to a
5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set lying on the
easterly line of the aforementioned Dallas Area Rapid Transit tract;
THENCE North 18 degrees 44 minutes 49 seconds East, along the easterly
line of said Dallas Area Rapid Transit tract, a distance of 38.85 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for the
southwest corner of a tract of land described by deed to the City of
Anna recorded in Instrument No. 20071004001376120 of the official
Public Records of Collin County, Texas;
THENCE South 77 degrees 31 minutes 27 seconds East, along the south
line of said City of Anna tract, a distance of 67.89 feet to a 1/2
inch iron rod with cap stamped "R . P . L . S . 3700" found for corner;
THENCE South 89 degrees 25 minutes 19 seconds East, continuing along
the south line of said City of Anna tract, a distance of 224.62 feet
to a 1/2 inch iron rod with cap stamped "R.P.L.S. 3700" found for the
southeast corner of same;
THENCE North 18 degrees 43 minutes 54 seconds East, along the east
line of said City of Anna tract, a distance of 156.81 feet to a 1/2
inch iron rod found for the northeast corner of same;
THENCE North 89 degrees 24 minutes 49 seconds West, along the north
line of said City of Anna tract, a distance of 295.53 feet to a 5/8
inch iron rod with cap stamped "R.P.L.S. 5430" set for the northwest
corner of same, also lying on the easterly line of said Dallas Area
Rapid Transit tract;
THENCE North 18 degrees 44 minutes 49 seconds East, along the easterly
line of said Dallas Area Rapid Transit tract, a distance of 1495.06
feet to the POINT OF BEGINNING containing 3y727,460 square Feet, or
85,571 acres of land.
E IB11 B
Representations; Environmental Matters
A. Seller's Representations to Buyer
Seller represents to Buyer (to Sellers 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 Texas 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. The only lease affecting the Property is attached as Exhibit l to Exhibit C which
Seller must terminate before Closing.
5. Condemnation; Zoning, Laird 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
b. No Other Obligation to Sell the Property or Restriclion against Selling the Property.
Except for having granting a security interest to the Property (which security interest shall be released at
Closing) and the terms and conditions as stated therein, Seiler 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 (a) the Permitted Exceptions
and (b) liens that will be paid from the proceeds of closing; 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,
Initials Initials
install or 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.
B. "As h, Where is"
THIS CONTRACT IS AN ARMS -LENGTH AGREEMENT BEEN 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 R"LIIED 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 IF,111111BIT
B.
THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS, WHERE IS"
CONDMON, WITH ALL FAULTS, SELLER MAKES NO WARRANTY OF CONDITION,
MERCHANTABILff V, OR SUITABILITY OR FITNESS FOR A PARTICIM" PURPOSE
WITH RESPECT TO TIIE PROPERTY. ALL WARRANTIES, EXCEPT THE WARRANTY OF
TIME IN THE CLOSING DOCUMENTS, ARE DISCLAIMEID.
BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS OR WILL HAVE,
PRIOR TO TiIE END OF THE FEASIBILITY REVEW PERIOD, THOROUGHLY
INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY
BY TIRE BUYER IN ORDER TO ENABLE THE BUYER TO EVALUATE THE PURCHASE OF
THE PROPERTY. BUYER REPRESENTS THAT IT IS A KNOWLEDGE ABLE 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 WELL
CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND R41]11!i3ffNTAL
CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL
ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT LBUTEID TO,
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS THAT MAY NOT HAVE
BEEN REVEALED BY BUYER'S INSPECTIONS AND DWESTIGATIONS. BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQU MffNG 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
'r'HE 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 WMC14 MAY HAVE BEEN DEEMED TO HAVE BEEN MADE OR GIVEN BY
SELLER, EXCEPT WITH RESPECT TO THE WARRANTY OF TITLE EXPRESSLY
Initials Initials ^�^
PROVIDED IN THE CLOSING DOCUMENTS OR IN 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 MAMG 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 TY3E 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 C)TEfER MATTER OR THING RELATING TO OR AFFECTING T IE PROPERTY,
INCLUDBNG, WITHOUT LIMITATIONM (i) THE VALUE, COlVDI3`IOl'�t,
1Vff RCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY, OR FITNESS
FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY AND (ii) T`HEMANNE14
QUALITY, STATE OF REPAIR OR HACK OF REPAIR OF THE PROPERTY. BUYER
FURTHER ACKNOWLEDGES THAT SELLER HAS NOT WARRANTEID, AND DOES NOT
BEREBY WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR
COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODDE, 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 LLkBILITY 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 (RCR.A,), THE TEXAS SOLID WASTE
DISPOSAL ACT, OR THE TEXAS WATER CODE. SUBJECT TO THE LAST SENTENCE OF THrS
PARAGRAPH C., BUYER INDEMNIFIES, HOLDS HARNLESS, AND RELEASES SELLER FROM
ANY LIABILITY FOR ENVIRONMIENTAL 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 UDDER NEW LAWS OR. CHANGES TO
EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE
Initials Initials
IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR.
EN V.IRON M ENTAL PROBLEMS AFFECTING THE PROPERTY. NOTWrMSTANDING
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 OWN ERS H 1 P 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.]
EBT C
AFFIDAVIT OF NO LEASEHOLD INTERESTS
STATE OF
COUNTY OF
BEFORE ME, the undersigned authority personally appeared Suresh Shridharani, who,
being by me duly sworn, testified as follows:
1. "My name is Suresh Shridharani. I am over twenty-one years of age, of sound mind,
capable of making and competent to make this Affidavit. Further, I have personal knowledge of
the facts stated herein, and they are true and correct.
2. I am the President of Harlan Properties, Inc. C'Harla% which owns real property in or
near the City of Anna, Texas (the "Property"). The Property is under contract for sale to the
Anna Community Development Corporation and the Anna Economic Development Corporation,
or assigns (collectively, "Corporations"). Said contract is titled "Real Estate Sales Contract" and
has an effective date of ("Sales Contract"). I am knowledgeable of this real estate
transaction and of the lease of all or any part of the Property during Harlan's ownership of the
Property. As of the effective date of the Sales Contract there was in effect a single lease on all or
any part of the Property. A copy of said lease is attached hereto as Exhibit 1.
3. 1 hereby certify that any and all leases of all or any part of the Property have been
terminated in full and that Harlan is under no obligation with regard to any possessory interest in
the Property. As there exists no leasehold interest in the Property at the time of closing on the
Sales Contract, there is no need for the Corporations to take any lease by assignment or to
otherwise assume the obligations of any lease. Any and all leases of all or any part of the
Property were duly and lawfully terminated before closing on the Sales Contract."
Signed on the r day of , 2016.
Suresh Shridharani
Subscribed and sworn to before me, the undersigned authority, by SURESH SHRIDHA1tANI,
who is personally known to me, on the day of , 2016.
Notary Public State of Texas
EMUBIT I
Agricultural Land Lease
September 1, 2013
Landlord: Harlon Properties, Suresh 5hridherani
Tenant: 11111y Bob Aycock and Karen AV"Kk
Description FSNO: 108018659
Tern of Lease: Crop Year 2016, 911 f lS -- 8/32/16 and until notified by either
Landlord or Tenant.
Rent: Cash
Tenant shall use the property for the sole purpose of farming.
Landlord: t .
Harlan Properties, Suresh Shrldharani
2404 Texas Orive, Suite 203
Irving, T'x 75062
972-659-06SS
Tenant: ��..
B111y Bob Ayk
1170 C0 2825
Money Gfove, Tit 75446
214-801-6381
Please sign and return one copy of the lease along with the W-9.
Eli1 R
Special Warranty Deed
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OIL ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN T IE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER CAR YOUR DRIVER'S LICENSE NUMBER.
Date: 7201
Grantor: HARLAN PROPERTIES, INC., a Texas corporation
Grantor's Mailing Address: 2404 Texas Dr., Ste 103, Irving, TX 75062-7011
Grantee: Anna Economic Development Corporation -- a Type A Development Corporation; and
Anna Community Development Corporation -- a Type B Development Corporation, or assigns
Grantee's Mailing Address: 111 N. Powell Parkway, P.O. Box 776, Anna, TX 75409-0776
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
BEi"WEEN THE PANTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASF 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, VVIWM 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 WARRANTUS, EXCEPT THE WARRANTY OF
TITLE IN THE CLOSING DOCUMENTS, ARE DISCLAIMED.
GRANTEE HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS PRIOR TO IRE
END OF '16 FEASIBILITY REVIEW PERIOD.) THOROUGHLY INSPECTED AND
EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY THE GRANTEE
IN ORDER TO ENABLE THE GRAME 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 LEWTED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSINGS Orr ALJ1'
U
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 INVESTIGATIONS. GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT GRANTEE IS ACQUIRING THE
PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT
REPRESENTATIONS WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY
KIND OR NATURE, EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY PROVIDED IN
THIS DEED. GRANTEE HEREBY NAIVES AND RELMUISHES ALL RIGHTS AND
PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY
REPRESENTATIONS, 'WARRANTIES OR COVENANTS, EXPRESS OR
IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WMCH MAY HAVE BEEN
DEEMED TO HAVE BEEN MADE OR GIVEN BY GRANTOR, EXCEPT WITH RESPECT TO
THE WARRANTY OF TITLE EXPRESSLY PROVIDED IN THE CLOSING DOCUMENTS OR
IN THE CONTRACT BETWEEN THE PARTIES. GRANTEE Ii - BY 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, (I) OPERATING HISTORY OR PROJECTIONS, (9)
VALUATIONS (h) GOVERNMENTAL APPRAISALS, (i) GOVERNMENTAL REGULATIONS
OR ANY OTHER MATTER. OR THING RELATING TO OR AFFECTING THE PROPERTY,
INCLUDING, OUT LIMHATION: (i) THE VALUE, CONDITION,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY, OR FITNESS
FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY AND (ii) THEMANNE14
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, ENVMONNW TAL LAW
OR REGULATION OF THE STATE OF TEXAS, THE CITY OF ANNA, THE COUNTY OF
COLLI1N OR ANY OTHER AUTHORITY OR JURISDICTIOTN.
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 TIDE ENNVIRONWNTAL
PROBLEMS WERE KNOWN OR UNKNOWN AS OF THE DATE HEREOF. GRANTEE
INDEMNIFFIES, 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 RESPOINSE, COMPENS,A►TION, AND LIABILITY
ACT (CERCLA), TIE 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 HARMLESS3, AND RELEASES GRANTOR
FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE
PROPERTY ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND
STRICT Y,YABiLITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS
ENACTED AFTER EFFECTIVE IRATE 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 I.JAB ARISING OUT OF ANY EVENTS THAT OCCURRED, OR ANY
CONDITIONS THAT WERE CREATED, DURING THE PERIOD OF GRANTOWS
OWNERSHIP OF THE PROPERTY; AND PROVIDED FURTHER THAT GRANTEE AND
EACH TRANSFEROR OF THE PROPERTY (OR ANY PORTION THEREOF) SHALL UPON
THE CONSI BU"TION OF SUCH TRANSFER BE RELIEVED OF ALL FURTHER
LIABILITY FOR SUCH OBLIGATIONS EXCEPT SUCH LIAS 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.
HARLAN PROPERTIES, INC.
0
Suresh Shridharani
Its: President
STATE OF
COUNTY OF
This instrument was acknowledged before me on , 2016, by Suresh
Shridharani, President of Harlan Properties, Inc. a Texas corporation, on behalf of said
corporation.
Notary Public, State of _
My commission expires:
(SEAL)
EXHIBIT A
(Legal description of the Property)
BEING a portion of a tract of land located in the D.E.W. Babb Survey,
Abstract Number 33, situated in Collin County, Texas and being a
portion of a 361,545 acre tract of land described by deed to Harlan
Properties, Inc. recorded in Instrument No. 20121.228001650300 of the
Official Public Records of Collin County, Texas, and being more
particularly described by metes and bounds as follows;
BEGINNING at a 1/2 inch iron rod found for the northwest corner of
said 361.545 acre tract lying on the northerly edge of County Road No.
421 a gravel road, also lying on the easterly line of a tract of land
described by deed to Dallas Area Rapid Transit, recorded in Collin
County Clerks Document No. 2001-0078323 of the Official Public Records
of Collin County, Texas, the southwest corner of tract of land
described by deed to 40 PGE, Ltd., recorded in Volume 5387, Page 468
of the Deed Records of Collin County, Texas, also lying on the common
line of said D.E.W. Babb Survey and the Grandison Stark Survey,
Abstract No. 798;
THENCE South 89 degrees 11 minutes 36 seconds East, along the common
line of said Babb and Stark Survey, also along the common line of said
361,545 acre tract and said 40 POE tract, a distance of 1743.74 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for corner
lying in the center of a 30 feet wide Sanitary Sewer easement,
recorded in Instrument No. 20150422000453060 of the official Public
Records of Collin County, Texas;
THENCE through the interior of said 361.545 acre tract along the
center of said 30 feet wide easement the following courses and
distances: .
South 11. degrees 33 minutes 57 seconds East, a distance of 61.78 feet
to a 5/8 inch iron rod with cap stamped "R.P.L S. 5430" set for
corner;
South 00 degree 48 minutes 25 seconds west, a distance of 1346.23 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for
corner;
South 55 degrees 24 minutes 07 seconds East, a distance of 316.51 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for
corner;
South 00 degrees 55 minutes 19 seconds West, a distance of 224.46 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set lying on
the north line of Collin County Toll Road Authority tract recorded in
Instrument No. 20110222000194360 of the official Public Records of
Collin County, Texas;
THENCE North 89 degrees 04 minutes 41 seconds West, along the north
line of said Collin County Toll Road tract, a distance of 2530.22 feet
to a 1/2 inch iron rod with cap stamped "R.P.L.S. 3700" found for the
southwest corner of said 361,545 acre tract, also lying on the east
line of Collin County Toll Road Authority tract recorded in Instrument
No. 20090317000307070 of the official Public Records of Collin County,
Texas;
THENCE North 00 degrees 44 minutes 35 seconds west, along the east
Line of last mentioned Toll Road tract, a distance of 207.51 feet to a
5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set lying on the
easterly line of the aforementioned Dallas Area Rapid Transit tract;
THENCE North 1S degrees 44 minutes 49 seconds East, along the easterly
line of said Dallas Area Rapid Transit tract, a distance of 38.85 feet
to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for the
southwest corner of a tract of land described by deed to the City of
Anna recorded in Instrument No. 20071004001376120 of the Official
Public Records of Collin County, Texas;
THENCE South 77 degrees 31 minutes 27 seconds East, along the south
line of said City of Anna tract, a distance of 67.89 feet to a 1/2
inch iron rod with cap stamped "R.P.L.S. 3700" found for corner;
THENCE South 89 degrees 25 minutes 19 seconds East, continuing along
the south line of said City of Anna tract, a distance of 224.62 feet
to a 1/2 inch iron rod with cap stamped "R.P.L.S. 3700" found for the
southeast corner of same;
THENCE North 18 degrees 43 minutes 54 seconds East, along the east
line of said City of Anna tract, a distance of 156.81 feet to a 1/2
inch iron rod found for the northeast corner of same;
THENCE North 89 degrees 24 minutes 49 seconds West, along the north
line of said City of Anna tract, a distance of 295.59 feet to a 5/8
inch iron rod with cap stamped "R.P.L.S. 5430" set for the northwest
corner of same, also lying on the easterly lame of said Dallas Area
t9 A- (16
Rapid Transit tracts
THENCE North 18 degrees 44 minutes 49 seconds East, along the easterly
line of said Dallas Area Rapid Transit tract, a distance of 1495,06
feet to the POINT OF BEGINNING containing 3,727,460 square Feet, or
85,571 acres of land.
-a- _R.
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(Attach title exceptions)