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HomeMy WebLinkAboutCDCRes2016.06.02ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO.00b " 06 'O;� 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 (Exhibit:) is subject to final review of the CDC's legal counsel and any necessary approval by the City of Anna City Council. P,ED AND �PPROVED by the Anna Community Development Corporation this " day of , 2016. CD resident, John Houcek ATTEST: `CDC Se G CDC OF ANNA, TEXAS RESOLUTION NOPI6 -06- 0a 0-&i-,, PAGE 1 OF 1 ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO - C` l &-b(' 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. APPROVED: DC President, Constance Stump ATTEST: - 1 � EDC Secret , 3 erily 'dfr EDC OF ANNA, TEXAS RESOLUTION NOA01&-C&-,-( a,�, PAGE 1 OF 1 0TV OF ANNA, TEXAS RESOLUTIO61,1 110. Akt&,­ 0"L20,Q (EDC/CDC Real Estate Sales Contract) A RESOLUTION OF THE CITY COUNCIL OFTHECI TV OF ANNA 1APPROViNGIAND AUTHORIZING A PROJECT RELA-rr::D TO A ICE AL rs­rATr-_ SALES CONTRACT BY THE ANNA COMMUNITY DEVELOPMENT CORPONATION 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 4B, 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 Gl-ff 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. Sec0on 2. A"thorization 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 26th day of July, 2016. APPROVED: Cit�Secre�tary, arrie L. Smith Resolution No. ;V( - O2 - ')� >', (EDC/CDC Real Estate Contract) ATTEST: /4ZY Mayor, Mike Crist 2 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 Farnest 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 l 10 Type of entity: Texas Corporation Beyer: 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.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 t"property") Title Company: Address: Phone: Underwriter: Purchase 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 lane 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 t 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: $50,000.00 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 acid 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 (l 0) 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; provided, however, its any event the Closing Date shall occur by November 30, 2016. 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, Sel ter 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 D (the "Deed") B 4111 of Sale Real Estate Sales Contract Page 2 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." co Exhibits The follow tig exhibits are attached to and are a part of this contract: Exhibit A Description of the Property Exhibit B---Representations; Environmental Matters Exhibit C--- Affidavit of No Leasehold Interests Exhibit D—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 Buyer may direct Title Company to invest the Earnest Money in an interest -bearing account in a federally insured financial institution by giving notice to Title Company and satisfying Title Company's requirements for investing the Earnest Money in an interest -bearing account. Any interest earned on the Earnest Money will be paid to the arty that becomes entitled to the Earnest Money. If Buyer fails to deposit the Earnest Money, in accordance • p m at Seller's option, terminate this contract b delivering a written with A.1, with the Title Company, then Seller may, p y 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 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 bate of this contract. Real 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 environmental testing, geotechnicat 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 in which event the Earnest Money shall be fully and completely refunded to Buyer. 4. Intentionally Deleted. S. Delivery of Title Comrnitrnent 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 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 ail 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 Dane of this contract, and cure the Title Objections that Seller has agreed to cure. 7. Sifrvey. 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 1A, 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 unto Closing; Cooperation; No Recording of Contract l . 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 i i or encumbrances, if any, without Buyer's prior written consent, except that Seller must ternnate 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 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 othenvise 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 contracts (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. HO Closing 1. Closing. This transaction will close at Title Company's offices on the Closing Date. At closing, the following will occur: a. (:losing 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 lions 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 $2,500.00. 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 tt)e 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 Taxes. As permitted under IRC 501 c3 regu lations 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 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 ender 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 in 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 commission to the brokers equal to the sum of (i) six percent (W) of the first $1,000,000 and (H) three percent (3%) 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 barmless � 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 paragraph 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. Reel Estate Sales Contract Page 6 of 11 I. Default and Remedies i . Seller's Default. If Seller fails to perform any of its obligations under this contract ("Seder's Default"), Buyer's sole and exclusive remedy is to either (i) enforce specific performance of Seller's obligations under this contract, or (H) terminate this contract by ,%witten 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 mnounts provided above are reasonable forecasts of just compensation to the nondefaulting party for the harm that would be caused by a default. J. AUseellaneous Prow isions 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 5068 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. Amendinent. This contract maybe amended only by an instniment 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 front its obligations and liabilities tinder 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 Lava; Venue; Allernalive 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 refrain in effect without the unenforceable parts. 10. Ambiguities Not to Be Consowed 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. NoSpecial 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 least 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. Terminciliar. 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 sliall 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. Allorneps'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' Zees and all other reasonable related expenses. 17. Lvchange. 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 ol'this contract, either party may assign this contract to a qualified intermediary 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. Cbnhcrcl 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 (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. Bv: Sures�_ShOdhammi,its President Date: 7 - 20 -11, Real Estate Sales Contract Page 9 of I I BUYER: Anna Economic peveiopment Corporation I" Printed Name: Ne Title: U 41 fnl.< Fl(; Pi - -I end Anna Community Development Corporation or Assigns By: Printed N ✓ �/� l�f'l �� Title: Date: 7 27 1 0 Real Estate Sales Contract Page 10 of I I Title Company Receipt Title Company acknowledges receipt of Earnest Money in the amount of $ of this contract executed by both Buyer and Seller. Reunion Title Company BY: Printed Name: Title: Date: , 201 d and a copy Real Estate dales Contract Page ! 1 of 11 EA 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.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 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. 29150422000453060 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 t.o 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. 2O09O317O00307070 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. 20071.004001.3761.20 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 apron 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 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 3,727,460 square Feet, or 85.571 acres of land. EIBrrB 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 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 46 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 lawn, 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 Exhi it 1 to Exhibit C, which Seller must terminate before dosing. 5. Condemnation; Zoning; .hand Ilse; 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 hawdous materials from the Property, except: NONE 6. jVo 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 (a) the Permitted Exceptions and (b) liens that will be paid from the proceeds of closing; no work or materials will have been ftimished 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. I0. - 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 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 IMPLIED 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 EDIT B. THE PROPERTY WH.L BE CONVEYED TO BUYER IN AN "AS IS, �iiHER.E IS" - CONDITION, WITII 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 DISCLADIED. BUYE1t gEREBY 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 LUAITEID TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS WHEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING9 BUT NOT LDHTEID TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS THAT MAY NOT HAVE BEEN REVEALED BY BUYEWS INSPECTIONS AND HWESTIGATIONS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUMING THE PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WTTIOUT REPRESENTATIC3N9 WARRANTIES OR COTENANTS, EXPRESS OR DULIEID, OF ANY FIND 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, OIL WrfH 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 Initials Initials PROVIDED IN THE CLOSING DOCUAMNTS 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 OWNERSHH', USE, CONDITION, LOCATION, MAINTENAIRTCE, REPAIR, OR OPERATION OF TIIE PROPERTY. IT IS FURTHER UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANV WARRANTIES OR REPRESENTATIONS OF ANY IOND OR CHARACTER, EXPRESS OR 1MPL[ED, AS TO (a) MATTERS OF TITLE, EXCEPT AS EXPRESSLY PROVIDED IN 113E CLOSING DOCUMENTS, (b) ZONING, (c) TAX CONSEQUENCES, (d) PHY'SICAL OR ENVIRONMENTAL CONDITIONS9 (e) AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (f) OPERATING HISTORY OR PROJECTIONS9 (9) VALIDATION, (h) GOVERNMENTAL APPRAISALS, (i) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECMG THE PROPERRTY, INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION9 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 WARRANT9 THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WM THE REQUMMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGUI ATION 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, FOLDS HARMLESS, AND RELEASES SELLER FROM LIABILITY FOR ANY LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING LIABILITY UNDER TBE 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 TICS 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 niA,r WOULD OTHERWISE Initials Initials IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR 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.] �rr 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. ``IVIy 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 bave personal knowledge of the facts stated herein, and they are true and correct. 2. I am the President of Harlan Properties, Inc. ("Harlan"), 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 Corporations or assigns (collectively, "Corporations"). Said contract is titled "Real Estate Sales Contract" and has an effective date of C"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 erect a single lease on all or any part of the property. A copy of said lease is attached hereto as Exhibit 1. 3. i 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 day of _ _ , 2016. Suresh Shridharani Subscribed and sworn to before me, the undersigned authority, by SURESH SB R.IDHARANI, who is personally known to me, on the day of $2016. Notary Public State of Texas f- EBIT i Agricultural Land Lease September 1, 2013 Landlord: Harlan PtpeMes, Suresh 5hridherani 'tenant: 0llly Bob Aycock and Karen AyCOCk Description FSNO: 10001 8659 Term of Lease: Crop Year 2016,, 9/I/IS — 8/32/16 and until notified by either Landlord or Tenant. Rent: Cash Tenant shall use the propeft for the sole purpose of farming. Landlord: 't Harlan Properties, Suresh Shrldharani 2404 Texas 06 , Suite 103 Inning. TH 75062 972-659-0655 Tenant:. - Billy Bob Ave 1170 Ca 2925 Haney Cr$ve, TIC ?S446 214-901.6381 Please sign and return one copy of the lease along with the W-9. g UIB]rr D Special Warranty Deed NOTICE OF CONFIDENTL4LITY RIGHTS** IF YOU ARE A NATURAL, PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF T14E 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. DRIVERS LICENSE NUMBER. Date: , 201 Grantor: HARLAN PROPERTIES, INC., a Texas corporation Grantors 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 Grmitee 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. TEUS SALE EVIDENCED BY THIS DEED IS AN ARMS -LENGTH AGREEMENT BETWEEN THE PARTIES. T14E 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 WARRAN'T`IES, 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, INIJERE 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 DOCUMENTS9 ARE DISCLAIM.' D* 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 DEVELOPMENT'S 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 SMALL 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 INVESTIGATIONS. GRANTEE F'UR MER ACKNOWLEDGES AND AGREES THAT GRANTEE IS ACQUIRING 'SHE PROPERTY ON AN "AS IS, Vi WRE IS" AND "WrM 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 WADES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATION% WARRANTLES OR COVENANTS, WHETHER EXPRESS OR 'LIED, WHICH MAY HAVE BEEN MADE OR GWEN, OR. WHICH 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 HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT GRANTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDHtECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITIONS LOCATION, MAINTENANCE, REPAIROR OPERATION OF THE PROPERTY. TT 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, (e) TAX COnNSEQUENCES, (d) PHYSICAL OIL ENVIRONMENTAL C€ NDfflONS, (e) AVAILABILITY OF ACCESS, INGRESS OIL EGRESS, (f) OPERATING HISTORY OR PROJECTIONS, (g) VALUATION, (b) GOVERNMENTAL APPRAISALS, (i) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITIIIDUT LIMITATION: (i) THE VALUE, CONDITION,) MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITYOR FITNESS FOR A. PARTICULAR USE OR PURPOSE OF THE PROPERTY AND (ii) THE MANNER9 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 CONWLY WITH THE REQMEMENTS OF ANY SAFETY CODE} ENVIRONMENTAL LAW OR REGULATION OF THE STATE OF TEXAS, CITY OF ANNA, THE COUNTY OF COLT. YN 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 INDEIYINIFIES, 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 C OMPREHENSIVE 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 INDEKNMES, HOLDS HARMLESS, AND RELEASES GRANTOR FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY. SUBJECT TO LAST SENTENCE OF THIS pARAGRAPH, GRANTEE INDEmTV yMS, 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. NOTWITHSTANDWG ANYTH NG TO THE CONTRARY CONTAINED HEREIN, GRANTEE'S INDEMNIFICATION AND BOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH SIIALL 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 OWNERSEUP OF THE PROPERTY; AND PROVIDED FURTHER THAT GRANTEE AND EACH TRANSFEROR OF THE PROPERTY (OR. ANY PORTION 'THEREOF) SHALL UPON THE CONS TION OF SUCH TRANSFER BE RELIEVED OF ALL FURTHER LIABILITY FOR SUCH OBLIGATIONS EXCEPT SUCH I.IABMIrJCY AS MAY HAVE ARISEN DURING THE PERIOD OF SUCH TRANSFEROR'S OWNERSHIP OF THE PROPERTY (Olt I 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 of11 _ 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. 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.W. Babb Survey and the Crandison 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 It 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 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 295.59 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 line of said Dallas Area a lP Rapid Transit tract; THENCE North IB degrees 44 minutes 49 seconds East, along the easterly line of said Gallas 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. L .0^ :BIT B (Attach title except ons)