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HomeMy WebLinkAboutEDCRes2015.10.02ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 9015-10-v CtC) A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION AUTHORIZING EXECUTION OF AN EXTENSTION TO THE AGREEMENT TO SELL PROPERTY OWNED BY THE EDC WHEREAS, the Anna Economic Development Corporation (the "EDC") intends to sell property described in further detail below; and WHEREAS, the EDC has determined that selling of the property is in the financial interests of the EDC; NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Authority to Execute Financing Agreement The EDC hereby authorizes the Chief Administrative Officer to execute, on the EDC's behalf, an extension of the purchase and sale agreement along with any associated documents (collectively, the "Sale Documents") necessary to set forth an arrangement between the EDC and the Buyer (the "Buyer") of the EDC property, which is approximately 48 acres and is described in more detail in the attached EXHIBIT A, incorporated herein for all purposes. Said authority to execute the Sale Documents is subject to approval of the form of same by the EDC's legal counsel, s-�- PASSED AND APPROVED by the Anna Economic Development Corporation this day of +V (s Q /1 , 2015. W-0-1410-0-16 r mve � wo, 1012150MAN, NO FA ��� • ATTEST: EDC SecrEMry,,11rerPn dfr(o EDC OF ANNA, TEXAS RESOLUTION NO b/S 10-09(ne) PAGE 1 OF 1 Exhibit A BEING all of that certain 48.004 acre tract of land situated in Collin County, Texas, in the J.C. Brantley Survey, Abstract No. 114, and being a re -survey of a called 47.98 acre tract of land described in a Special Warranty Deed recorded at County Clerk File No. 96-0062799 in the Collin County Deed Records, and being more particularly described by metes and bounds as follows: BEGINNING at a 112 inch iron rod found at a bend in County Road 427 at the most Northerly corner of said 47.98 acre tract, being the Southeast corner of a called 65.543 acre tract of land described as Tract 7 in a Quitclaim Deed recorded at County Clerk File No. 96-0110244, said point also being the Southwest comer of a called 25.024 acre tract of land described in a General Warranty Deed recorded in Volume 4942, Page 511 of said deed records, from which a PK nail set at the centerline intersection of County Road 427 and County Road 376 bears North 00 deg. 00 min. 37 sec. West, 874.54 feet, said found 112 inch iron rod being the most Northerly corner hereof; THENCE South 59 deg. 24 min. 09 sec. East generally along the center of County Road 427, the Northeasterly line of said 47.98 acre tract and the Southwesterly line of said 25,024 acre tract a distance of 577.27 feet to a 112 inch iron rod found in the center of County Road 427 at the common East corner thereof, from which a 112 inch iron rod found in concrete on the North side of County Road 427 bears North 33 deg. 06 min. 00 sec. East, 19.67 feet, said found 112 inch iron rod in the center of County Road 427 being the most Easterly corner hereof; THENCE South 33 deg. 59 min. 07 sec. West along a Southeasterly line of said 47.98 acre tract, at 24.66 feet pass over a 112 inch iron rod found at a fence corner post and continuing generally along or near a fence on a Southeasterly line of said 47.98 acre tract and a Northwesterly line of a called 24.722 acre tract of 1130d described in a Warranty Deed recorded at County Clerk File No. 95-0083721 a distance of 892.84 feet to a 1/2 inch iron rod found at a fence corner post at a common corner thereof; THENCE South 61 deg. 56 min. 28 sec. West generally along or near a fence on a Southeasterly line of said47.98 acre tract and a Northwesterly line of said 24.722 acre tract a distance of 1558.68 feet to a 112 inch iron rod found at a fence corner post at the common West corner thereof, said point being in the East line of the Dallas Area Transit (DART) rail right-of-way (50 feet from centerline) said found 1/2 inch iron rod being the most Southerly corner hereof; THENCE North 24 deg. 00 min. 42 sec. West generally along or near a fence on the East line of said DART rail right-of-way (50 feet from centerline) a distance of 1278.03 feet to a 112 inch iron rod found therein at the Southwest corner of said 65.543 acre tract, said found 1/2 inch iron rod being the Northwest corner hereof; THENCE North 76 deg. 53 min. 40 sec. East along the South line of said 65.543 acre tract, at 1.30 feet pass over a 112 inch iron rod found at the Northwest corner of said 47.98 acre tract, and continuing along the South line of said 65.543 acre tract and the North line of said 47.98 acre tract a distance of 1822.79 feet to a 1/2 inch iron rod found at a common Easterly corner thereof, said found 1/2 inch iron rod being a Northerly corner hereof; THENCE North 33 deg. 16 min. 07 sec. East along the Northwest line of said 47.98 acre tract and the Southeast line of said 65.543 acre tract a distance of 223.15 feet to the Place of Beginning and being calcU lated to Contain 48.004 acres of land, more or less. �,blr-- lD-b?, CEbL, Exhibit A Amendment and Extension of Real Estate Sales Contract This Amended and Extended Contract to buy and sell real properh (this "Amendment" or this "contract") is bet%yeen Seller and Buvcr as identified below and is effective on the date ("Effectirc Date') of the last of the signatures by Seller and Buyer as parties to this Amendment and by the Title Company to acknowlcdge the amendment and extension of the Real Estate Sales Contract executed by and between Seller and Buyer, dated to be effective on or about May 22, 2015 (the "Prior Contract"). Seller: Anna Economic Development Corporation Address: 1 I 1 N Pox%ell Parkea%, Anna. Texas 7W9 Phone: 972-924-3325 Fax: 972-924-26-0 Type of entrty A Texas Type A development corporation Buyer Propert\ Management Anal\ st. Inc. Address: 9400 N. Central Expressway. Suite 475 Dallas. Texas 7523 I Phone. 972479-8899 Tape of entity: A Texas corporation Property 48.004 acres of real property in the Cite of Anna. Collin County. Texas, more particularly described in Exhibit A. Much is incorporated here as if set forth in full Title Company Fidelity National Title. Agency. Inc. Address: S430 Lyndon B Johnson Ny Dallas. TX 75240 Phone: 972-770-2121 Underwriter Title Company's choice. Purchase Price Cash portion: $500,000 00 Total purchase puce: $500.000.00 Earnest Money: $45.000 00 County for Performance: Collin County. Texas A. Amendment, Extension, Deadlines and Other Dates To the extent that the Seller and Buyer have entered into one or more previous contracts for Buyer to purchase from Seller and for Seller to sell to Buycr the Property —regardless of whether any such previous contract has been amended (conditionally or othcn%ise). has been temrinated (conditionally or othenyise) or has for any reason expired —such previous contract(s) shall be deemed to be amended and extended by this Amendment: provided. however. that this Amendment. together a ith 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 and the purchase of the Amendment and Extension of Real Estate Sakes Contract Page i of 8 DA-33'�441 0 _A� Property by Buyer from Seller. There are no oral representations. warranties. agreements. or promises pertaining to the sale of the Property b% Seller to Buyer not full►- and expressly stated in this Amendment. All deadlines in this Amendment expire at 5:00 l'.M. local time ►►here the Propert� is located. If a deadline falls on a Saturday, Sunday, or national holiday. the deadline ►►ill be extended to the next day that is not a Saturday. Sundae, or national holiday. A national holiday is a holiday designated by the federal government. Time is of the essence. I. Earnest Monc% Deadline: upon Buffer's execution and delivery of this Amendment to 'Title Company. Notwithstanding anything to the contrary in this Amendment. if Buyer has already deposited an amount equal to the Earnest Moncv under the previous contract between Buycr and Seller and if that amount is still on deposit with the Title Company at the time that this Amendment is signed by Buyer and Seller and delivered to the Title Company, then Buyer mill be deemed to have fulfilled Buvcr's obligations with respect to timely depositing the Earnest Money with the Title Compan% 2 Delivery of Title Commitment: the Title Commitment previously delivered to Buyer by the Title Company shall be updated within twenty (20) days after the Effective Date (the "Updated Commitment"). Delivery of UCC Search: twenty (20) days after the Effective Date. 4. Dclivcr►- of legible copies of instruments referenced for the first time in the Updated Commitment and UCC Search: t►►enty (20) days after the Effective Date 5 Delivery of Title Objections: oventy (20) days after the deliver% of the Updated Commitment, legible copies of the instruments referenced in the updated Commitment, and the Surve►. h. Closing Date: a date that is on or before the 31 st day of December. 2015. Sur\c% 15 (fifteen) days after the Effective Date- B. Closing Documents At closing. Seller ►%ill deliver the following items: Special Warrant\ Deed. subject only to the Permitted Exceptions Bill of Sale and Assignment IRS Non -foreign Person Affidavit Evidence of Seller's authority to close this transaction At closing. Buyer "ill deliver the following items: Evidence of Buyer's authority to consummate this transaction The documents listed in this section B are collectl%ch kno►►n as the "Closing Documents.'- C. Exhibits Amendment and Extension of Real Estate Sales Contract Page 2 of 8 The following are attached to and are a part of this Amendment: Exhibit A —Description of the Propert\ Exhibit B—Representations; Environmental Matters D. Purchase and Sale of Property Seller agrees to sell and convc% the Proper\ to Buyer. and Buyer agrees to buy and pay Seller for the Property. The promises by Buyer and Seller stated in this Amendment 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 Compan\ and satisfying Title Company's requirements for I nvesting the Earnest Moncy in an interest -bearing account. An\ interest earned on the Earnest Money \\ill be paid to the part} that becomes entitled to the Earnest Money F. Title and Survey 1. Review of Title, The following statutor% notice is provided to Buyer on behalf of the real estate licensees. if any. involved in this transaction: Buv_ er 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 police of tide insurance. 2. Tale C nmmtrment: Title Poltci• "Title Commitment" means a Commitment for issuance of an 0\vner Policy of Title Insurance by Title Company. as agent for Under\\nter, stating the condition of title to the Property The " cf ective date`' stated in the Tide Commitment must be after the Effective Date of this contract. "Title Policy' means an Owner Policy of Title Insurance issued by Title Company. as agent for Under\ riter. in conformity \\ ith the last Title Commitment delivered to and approved by BuN er. /ntenttonallt, Left Blank. 4 UC'C Search, "UCC Search" means reports prepared b\ a nongovernmental provider. stating the instruments that are on file in the Texas secretary ofstate's UCC records. die UCC records in the jurisdiction in \\hick Seller is located, and the UCC records of the county in \\hich the Property is located, sho\\ Ing as debtor Seller and all other owners of the Propert\ during the five years before die EtTecti%e Date of this Amendment. 5. Delivery of Title C'otnnurmertt. I -AY' Scorch. and Legible C'ofws. Seller must deliver the Updated Commitment to Buyer by the deadline stated in section A•2.: the UCC Search by the deadline stated in section A. and legible copies of the instruments referenced in the Updated Commitment and UCC Search by the deadline stated in section A.A. h. Tale Oblections. Buver has until the deadline stated in section A 5. ('Title Objection Deadline") to review the Updated Commitment, UCC Search. legible copies of the title instruments referenced in them, and the Survc\ and notify Seller of Buyer's objections to any of them ("Title Objections") Buyer will be deemed to have approved all matters reflected b\ the Title Commitment. and UCC Search to \\ hich Buyer has made no Title Objection by the Title Objection Deadline The matters that Bu\ c r 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 Amendment and E\ten%ion of Real E%talc Sales Contract Page 3 of 8 notice to notify Buyer whethcr Seller agrees to cure the Title Objections before closing ("Cure Notice^'). if Seller does not timelN give its Cure Notice or timel gives its Cure Notice but does not agree to cure all the Title Objections before closing. Bu%cr may. %Nithin 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 Monc% shall be refunded to Buyer) or Buyer will proceed to close. subject to Scllcr'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 b}. through. or under Seller after the Effectl%e Date, and cure only the Title Objections that Seller has agreed to cure in the Cure Notice. At or before closing, Seller must resole the items that arc listed on Schedule C of the Updated Commitment. remove all such liens. remove all exceptions that arise by, through. or under Seller after the Effective Date of this Amendment, and cure the Title Objections that Seller has agreed to cure 7_ .Survey. Seller, at Sialcr's expense. has until the deadline stated in section A 7. to furnish a survey to Buycr. The survey shall be a reasonabl current on -the -ground survey of the Property that substantially complies with the requirements of a Category IA. Condition I or I1(as applicable) survey in the Manual of Practice for Land Surveying in the State of Texas promulgated b} the Texas Board of Professional Land Surveying and shall be adequate to enable the Title Company to delete the survey exception in the Title Police (except for "shortages in area") . G. Condition of the Property until Closing; Cooperation; No Recording of Contract I. Maintenance atut Ulwronon. Until closing. Seller %yell (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 x%as operated on the Effective Date. and (c) not further encumber the Propcm %%ith liens, casements, restrictions or any other matter affecting title to the Property. or modify the terms of any_ existing leases. contracts or encumbrances, if any. %%ithout Buycr's prior %%nttcn consent. 2. Casualty [Manage. Seller %N ill 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 %%ould matcriall% affect Buyers intended use of the Propertm. by giving notice. to Seller within fifteen days after receipt of Sellers notice of the casualty. in which client the Earnest Moncy 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 Nyith this section. the Purchase Price will be reduced b% the cost to repair the casualty damage 3 C'oncler nannn Seller "Ill notifi Buyer promptly after Seller receives notice that an% part of the Property has been or is threatened to be condemned or othcn%ise taken by a governmental or quasi -governmental authorih Buycr may terminate this contract if the condemnation «ould materialiv affect Buyer's intended use of the Property by giving notice to Seller %%ithin fifteen da%s after receipt of Seller's notice to Buyer (or before closing if Sellers notice is received less than fifteen days before closing). in which even the Earnest Moncy shall be refunded to the Buyer. If Buyer does not terminate this contract. (a) Bu}cr 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 Buffer. 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 \\ill notif} Buyer promptly of any litigation or any claim or administrative hearing that is threatened, filed. or initiated before closing that affects the Property. Amendment and Extension of Real Estate Sates C'ontrad Page 4 of 9 No Recorchns;. Buyer ma% not file this Amendment or any memorandum or notice of this Amendment in the real property records ofany county If. ho►%ever. Buyer records this contract or a memorandum or notice. Seller may terminate this contract and record a notice of termination. 6 The h.'Osemtints, Notwithstanding anything to the contran- contained in this Amendment. Buycr's obligation to close the purchase of the Property is expressl% conditioned upon the Scllcr's granting to the City of Anna ("Cih ") easements and/or dedications necessar► for public infrastructure/improvements (collectively. the "Easements") such that the Easements are legally effective ►%ith respect to the Property. The Easements that yyIII be granted or dedicated are as shown in the attached Exhibit C. Not,.%ithstanding anything to the contrary contained in this Amendment, if the grants of the Easements do not occur before the Closing Date, in Seller's sole and absolute discretion. Seller ma% terminate this contract by ►►ritten notice to Buver in ►which event the Earnest Money shall be refunded to Buyer and parties shall ha%c no further obligations under this contract (except for such obligations as are expressly provided in this contract as surviving the termination hereof). 7. The Approvals. Notwithstanding anything to the contrary- contained in this Amendment. BuN cr's obligation to close the purchase of the Propert% is expressly conditioned upon the Cite of Anna*s approval of: (i) the zoning change requested by Bu%cr: and (2) construction plans for all infrastructure/public improvements required to be constructed/installed to sere the Propert. (collectivel%. the "Approvals"). If the Approvals do not occur before the Closing Date. in Buyer's sole and absolute discretion, Bu%er may terminate this contract by %%ritten notice to Seller. in ►%hich event $20.000 of the Earnest Money shall be refunded to Buyer. the remaining portion of the Earnest Money (which shall be no less than $25,000) shall be paid over to Seller. and the parties shall have no further obligations under this Amendment (except for such obligations as are expressly provided in this Amendment as surviving the termination hereof). N. Closing C7ns►ng. This transaction ►gill close at Title Compan}'s offices at the Closing Date. At closing. the folio►. ing will occur: a. Closing Documents. The parties ►%ill execute and deliver the Closing Documents b. Pa of Purchase Price. Buyer %►ill deliver the Purchase Price and other amounts or documents that Bu%cr is obligated to pad or execute under this Amendment 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. Uisburcenierr► ol'Funds; Reeorchng. ('ogres Title Compan} ►%ill be instructed to disburse the Purchase Price and other funds in accordance "ith this Amendment. record the deed and the other Closing Documents directed to be recorded. and distribute documents and copies in accordance %%ith the parties' ►%ritten instructions. d. I'osses.+iun. Unless others► ise agreed. Seller ►%ill deliver possession of the Propert% to Buyer. subject to the Permitted Exceptions existing at closing Transaction Costs a. .Sellers Coss Seller ►%IH pad for the nc%% suncy: the basic charge for the Title Policy. one- half of the escro►► fee charged b% Title Compan%: the costs to prepare the deed; the costs to Amendment and Extension of Real Estate Sale% Contract 1(Y11 Page 4 of s 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 bN Seller. UCC Search. and certificates or reports of ad valorem taxes. the costs to deliver copies of the instruments described in section A.4-. and Seller's expenses and attomc%'s fees_ Btrrer's Costs. Buyer will pay one-half of the escrow fee charged b% 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 boundan deletion" in the Title Police. if the deletion is requested by Buwcr. the costs of work required by Buyer to have die survey reflect matters other than those required under this contract. and Buvcr-s expenses and attorney's fees Ad Valorem faxes. Ad valorem taxes for die PropertN 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 or credited to Buyer at closing as an adjustment to die Purchase Price. If the assessment for the calendar year of closing is not know n 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 %% ill 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. Seller shall pay to Buyer the additional taxes plus an} penalties and interest inuiiediately upon a written statement therefor The parties' obligations under this paragraph shall survive the Closing. d. Brokers ' C'ommissions. There is no listing broker for the Property. There is no buyers broker for the Property. No broker fee is required of Seller or Buyer. 3 Issuance of7itle Policv. Seller will cause Title Company to issue the Title Policy to Buyer as soon as practicable after closing- 1. Default and Remedies I. .Se/ler"s Default. If Seller fails to perform any of its obligations under this Amendment ("Seller's Default' ). Buyer's sole and exclusive remedy is to either (i) enforce specific performance of Sellcr's obligations under this Amendment. or (ii► terminate this Amendment by written notice to Scllcr in %%hick event the Earnest Money shall be delivered to Buyer. If title to the Property is awarded to Buyer.. the conveyance %%ill be subject to the Permitted Exceptions. Buyer waives any remedy for damages. 2. Buyer*s Ile indt. if Buyer fails to perform any of its obligations under this Amendment ("Buffer's Default"). Seller. as its sole and exclusive remedy. shall have the right to terminate this Amendment by giving notice to Buyer on or before the Closing Date and have the Earnest Money paid to Seller a liquidated damages (and not as a penalty). Seller %waives any remedy for damages 3. Liqutclared Ehintages. The parties agree that just compensation for the harm that would be caused b% a default by either party cannot be accurately estimated or would be ven- difficult to accurately estimate and that the Earnest Moncy and the amounts provided above are reasonable forecasts of just compensation to the nondcfauldng party for the harm that would be caused by a default. Amendment and Ettenslon or Real Estate Sales Contract Page 6 of 8 n:;-; ;s4; ,1 J. Miscellaneous Provisions 1 Notices. Am_ notice required b% or permitted under this Amendment must be in w riting. Any notice required by this Amendment 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 .Amendment. Notice may also be given by regular mail. personal delivery. couner delivery. facsimile transmission. or other commcrcialh reasonable means and wIII be effective when actually received. Amy address for notice may be changed by written notice delivered as provided herein. Copies of each notice must be giycn by one of these methods to the attomc% of the party to whom notice is given. Le1i plank Intentional&. Amendment. This document may be amended only by an instrument in writing sighted b% the parties. 4. Prohihirum of Assignment. Buycr may not assign this contract or any of Buyer's rights under it (other than to an entih that controls, is controlled by. or is under common control with. Buyer) without Scllcr`s prior written consent. and am attempted assignment (other than to such entity affiliated with Buyer) is void This contract binds. benefits, and may be enforced by the parties and their respective heirs. successors. and permitted assigns. �. 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 benccen the Closing Documents and this contract, the Closing Documents will control. 6. Choice o1 Lam : Verne. Alternative iJispute Resolution. This contract w ill be construed under the laws of the state of Texas, without regard to choice -of -law rules of any jurisdiction. Venue is in the County for Performance. except as othen%isc provided b\ applicable law. Time permitting, the parties will submit in good faith to an alternative dispute resolution process before filing a suit concerning this contract. 7. 141aiver of Delinilt. It is not a waiycr of default if the non -defaulting party fails to declare immediateh a default or dcla\ s taking any action with respect to the default. No l hird-1'artY Beneficiaries. There are no third -park beneficiaries of this contract. 9. Si verabi/aY. The provisions of this contract are severable. If a court of competent j urisdiction finds that any provision of this contract is unenforceable, the remaining provisions will remain in effect without the unenforceable parts. 10. The rule of construction that ambiguities in a document will be construed against the party who drafted it will not be applied in interpreting this contract. 11. No SI)ectal Relatiotnslup. The parties' relationship is an ordinar commercial relationship, and they do not intend to create the relationship of principal and agent. partnership. joint venture. or any other special relationship. 12. Counterpart_. If this contract is executed in multiple counterparts. all counterparts taken together will constitute this contract. 13. Drychpsurc. A principal of the Bu%cr is a licensed real estate broker in the State of Texas. Amendment and Extension of Real Estate Sales Contract Page 7 ors 14. C'onlidentialitY The parties %%ill keep confidential this contract. this transaction, and all information teamed in the course of this transaction, except to the extent disclosure is required b% law or court order or to enable third parties to advise or assist Bucer to investigate the Properh or either party to close this transaction. SELLER: ANNA ECONOMIC DEVELOPMENT CORPORATION Is I F) f� , BY: FSKA PERK N , Chief Administrative Officer Date: BUYS PRO MA AGEMENT ANALYST. INC. �- - ZLl 3N ai'� i TaIT Title Compam ackno%%Icdges receipt of Earnest Monex in the amount of $43.000 and a cop} of this Amendment executed by both Buver and Seller. Fidclit- National Tide Agcnc-, Inc. BN Name. Stc%cn Smith Date. Amendment and Eitension of Real Estate Sales Contract Page 8 of 8 Exhibit A Description of the Property. BEING, a tract of land situated in the J.0 Brantley Survey, Abstract Number 114, Collin County, Texos, and being all of a tract of land conveyed to Anna Economic Development Corporation, cis recorded in Volume 5813. Page 2769, of the Deed Records of Collin County, Texas, and being more particularly described as follows BEONNING at a 1/2 inch iron rod found at a bend in County Road 427. said point being the north corner sold Anna tract, the southeast corner of a troct of land to SHG Land Investments of Anna Five, LTD. As recorded in Instrument number 200605240007071E60, of the Official Public Records of Collin County, Texas, and the southwest corner of o tract of fond to O.P. Leonard Jr. investment Company, LTD, recorded in Volume 4942. Page 511, of the teed Records of Collin County, Texas; THENCE South 57 degrees 35 minutes 50 seconds East, along the near center of :raid County Road 427 (an asphalt road), the northeast line of said Annatract, and the southwest line of said O.P. Leonard tract. a distance of 577.27 feet io a 1 /2 inch iron rod found for corner; THENCE South 35 degrees 47 minutes 26 seconds West, leaving said asphalt road, along the southeast line of sold Anno tract, passing a 112 inch iron rod found for the north corner of a tract of land to NICD Limited Partnership, as recorded in Volunne 5878, Page 4689, of the Deed Records of Collin County, Texas, at 24.50 feet, and continuing along and neor a barbed wire Fence line for a totol distance of 892,84 feet to a 1 /2 inch Iron rod found on the southeast side of o wood corner post at an angle point in some; THENCE South 63 degree 44 minutes 47 seconds West, ,along the common line of said Anno Tract and sold NICD tract and along and neor a barbed wire fence, o distance of 1558.68 feet to a 1 /2 inch iron rod found lying on the northeast line of the Dallas Area Rapid Transit (DART) rail right--of—way, said point also being the south corner of said Anna tract, and the west corner of said NICD tract; THENCE North 22 degrees 12 minutes 23 seconds Test, along the common line of sold Anna Tract and scid DART right—oi—way and thong and near a barbed wire fence, o distance of 1278.03 feet to a 1 /2 inch iron rod found with cap stomped "BH & C*, said paint also, being the west corner of said Anna tract; THENCE North 78 degree 41 minutes 59 seconds East, along the north line of said Anna Tract, passing the southwest corner of the aforementioned SHE; Land tract at 1.31 feet, and continuing for a total distance of 1822.79 feet to a 1 /2 inch iron rod found for corner•, THENCE North 35 degrees 04 minutes 26 seconds East, along the common line of said Anna tract and said SHG Land tract, a distance of 223.15 feet, to the point of beginning and containing 2,091,081 square feet or 48.004 acres of land. Real Estate Sules Contract Page SolD DA- 112?Q44 -0 EXHIBIT B Representations; Environmental Matters A. Seller's Representations to Buyer Seller represents to Bu%cr (to Seller's actual kno%%ledge, without duty of investigation) that the following arc true and correct as of the Effective Date and will be true and correct on the Closing. Date 1. AtcthontY. Seller is a Tvpc A Development Corporation duly organized, validh existing, and in good standing under the laws of the state of Texas %% ith authority to conve% the Proper to Buyer. This contract is. and all documents required bN this contract to be executed and delivered to Buyer at closing. %%iil t c, duly authorized. executed. and delivered b% Seller Z Litigation- There is no litigation pending or threatened against Seller that might affect the Property or Scllcr's ability to perform its obligations under this contract except. NONE i. Violation of lcn+s Seller has not recciycd notice of violation of any lamb. ordinance, regulation, or requirements affecting the Property or Seller's use of the Proper[.. except NONE Lease. There: is no lease on the Property and there are no parties in possession of the Propert} . i. Contlemnation. Tjrtttng: Land Use: HazartiousMatenals. 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 pant with respect to the presencc of hazardous materials on the Propem or the migration of hazardous materials from the Property. except. NONE 6. No Other Obligation to .`yell the Properly or Restriction against .S,Ihrg the Prnlreriv. Except for having granting a security interest in the Propert. (which security interest shall be released at Closing) and time terms and conditions as stated therein. Seller has not obligated itself to sell the Proper to any party other than Buyer and Seller's performance of this contract %%ill not cause a breach of any other agreement or obligation to which Scaler is a party or to %%hich it is bound. 7. �Vo Liens. On the Closing Date, the Property will be free and clear of all mechanics and matcrialman's liens and other liens and encumbrances of any nature except the Permitted Exceptions, and no work or materials %ill have been fumished to the Property that might give rise to mechanic's_ rnatcrialman's, or other liens against the Property other than work or materials to which Buyer has given its consent. S. No Commitments. No commitments have been made by Seller to any governmental authority. utility company. school board or church_ or to any other religious bod}. or any other organization. group or individual relating to and of the Property. which would impose an obligation upon Buyer or its successors or assigns to make any contribution or dedication of monee or land to construct. install or maintain any improvements of a public or pnyatc nature on or off any of the Property 9. No Other Repre.ventatton. Except as stated above. Seller makes no representation with respect to the Property I(i. No Warraniv. Seiler has made no rearrumt- in connection x%all this contract. Real Estate Sales Contract Pai,,v 1 41 3 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 EMPRESS 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 EXHIBIT B. THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS. WHERE IS" CONDITION. WITH ALL FAULTS. SELLER MAKES NO WARRANTY OF CONDITION. MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY. ALL WARRANTIES, EXCEPT THE WARRANTY OF TITLE IN THE CLOSING DOCUMENTS. ARE DISCLAIMED The provisions of this section B regarding the Property «ill be included in the deed and bill of sale with appropriate modification of terms as the context requires. C. Environmental Matters AFTER CLOSING. AS BETWEEN BUYER AND SELLER, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS. EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF BUYER. REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED. SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH C.. BUYER INDEMNIFIES. HOLDS HARMLESS, AND RELEASES SELLER FROM LIABILITY FOR ANY LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY. INCLUDING LIABILITY UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE. COMPENSATION. AND LIABILITY ACT (CERCLA). THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT. OR THE TEXAS WATER CODE. SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH C.. BUYER INDEMNIFIES. HOLDS HARMLESS. AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH C.. BUYER INDEMNIFIES, HOLDS HARMLESS. AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY. OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR 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 Exhibit B Page 2 at3 UA.;x.swl 0 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 abo%e paragraph C regarding the Property be included in the deed and bill of sale with appropriate modification of terms as the context requires. IThe remainder of this page is left blank intentionally, I Exhibit B DA.i325.Ml k 1 Page 3 of 3 U