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HomeMy WebLinkAboutCDCpkt2017-09-07AGENDA ANNA COMMUNITY DEVELOPMENT CORPORATION Thursday, September 7, 2017 @ 5:00 PM COMMUNITY Anna City Hall, Council Chambers DEVELOPMENT CORPORATION 111 N. Powell Parkway, Anna, Texas 75409 The Anna Economic Development Corporation will conduct a meeting at 5:00 PM on September 7, 2017, at the Anna City Hall Administration Building, 111 N. Powell Parkway, to consider the following items: 1. Call to Order, Roll Call and Establishment of Quorum 2. Invocation and Pledge 3. Citizen Comments 4. CLOSED SESSION (EXCEPTIONS) a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072) b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); c. Discuss or deliberate personnel matters (Tex. Gov't Code §551.074); appointment of Chief Administrative Officer d. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); discuss potential sales tax reimbursement agreement. 5. Consider/Discuss/Approve the job description for the Chief Administrative Officer. 6. Consider/Discuss/Action regarding passing a resolution authorizing an agreement with the City of for city employee services for the position of Chief Administrative Officer. 7. Consider/Discuss/Action regarding adopting a resolution approving the proposed FY 2017-2018 budget and authorizing publication of the proposed budget. 8. Consider/Discuss/Action regarding approving a resolution authorizing the execution and expenditure of funds for an annual sponsorship agreement with the Greater Anna Chamber of Commerce. 9. Consider/Discuss/Action regarding approving a resolution authorizing representatives to travel to the annual TEDC Conference in Houston, Texas from October 18-20, 2017. 10. Consider/Discuss/Action regarding approving a resolution authorizing the execution of a land sale contract with Kirby Smith for approximately 9 acres of land located in the Anna Business Park located at the northeast corner of hwy. 5 and the Collin County Outer Loop. 11. Discuss possible sponsorship of Anna ISD Homecoming. (Alonzo Tutson) 12. Consider/Discuss/Action approving minutes from the August 3, 2017 meeting. 13. Adjourn. This is to certify that I, Jessica Perkins, Chief Administrative Officer, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on September 4, 2017. Jessica Perkins, Chief Administrative Officer IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into closed session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 4. CDC Agenda Staff Report Meeting Date: 9/7/2017 Staff Contact. Jessica Perkins a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072) b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); c. Discuss or deliberate personnel matters (Tex. Gov't Code §551.074); appointment of Chief Administrative Officer d. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); discuss potential sales tax reimbursement agreement. SUMMARY: STAFF RECOMMENDATION: COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 5. CDC Agenda Staff Report Meeting Date: 9/7/2017 Staff Contact. Jessica Perkins Consider/Discuss/Approve the job description for the Chief Administrative Officer. SUMMARY: Staff is seeking approval of the job description for the Chief Administrative Officer. Once approve and the budget passed by the board and city council, staff will be in a position to begin advertising the job opening. STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Upload Date Type :,OA-job des. 8/29/2017 Backup Material JOB DESCRIPTION CITY OF ANNA. TEXAS POSITION: Chief Administrative Officer DEPARTMENT: City Manager REPORTS TO: Assistant to the City Manager FLSA STATUS: Exempt SALARY GRADE: 29 ($55,000) Job description statements are intended to describe the general nature and level of work being performed by employees assigned to this job title. They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required. JOB SUMMARY: Under general direction, is responsible for assisting in the planning, implementation, and coordination of economic development programs and for providing support for department operations. Provide staff and management support to the Anna Economic and Community Development Corporations and their board members. Good knowledge of economic development, planning and marketing principles; knowledge of community and local geography; knowledge of city licensing and permitting procedures; knowledge of city budgeting policies; knowledge of the principles and practices of Public Administration; good knowledge of research methodology; good knowledge of local business and industries; good knowledge of financial practices and procedures. Ability to plan, develop and coordinate economic development programs; ability to prepare technical reports and materials; ability to make oral presentations; ability to establish and maintain effective working relationships with fellow employees, officials, businesses and the general public; ability to maintain records and prepare reports. ESSENTIAL JOB FUNCTIONS AND RESPONSIBILITIES: Essential duties and functions may include the following. Must possess required knowledge skills, abilities and experience and to be able to explain and demonstrate, with or without reasonable accommodations that the essential functions of the job can be performed. Other related duties may be assigned. • Provide professional support to the City's type A and type B economic development corporations. • In cooperation with the respective Boards of Directors plan, manage and oversee the activities and operations of the City's economic development efforts. • Develop and implement programs to retain and support existing businesses in the City. • Identify and implement programs to attract new business investment and employment in the City. 1 • Develop and nurture community relationships and organizational partnerships. • Develop and maintain accurate data and resources necessary to support the goals and objectives of the City's economic development corporations. • Represents the EDC when necessary at various public events and broker/developer events. • Travel to attend meeting, conference and training. • Regular and consistent attendance for the assigned work hours is essential. • Perform other duties as assigned. KNOWLEDGE, SKILLS AND ABILITIES • Proficient skills to evaluate, audit, deduce, and/or assess data and/or information using established criteria. Includes exercise of discretion in determining actual or probable consequences, and in referencing such evaluation to identify and select alternatives. • Ability to inform and guide others by applying principles of professional counseling in addressing specific situations. • Ability to operate, maneuver and/or control the actions of equipment, machinery, tools, and/or materials used in performing essential functions. • Ability to utilize a variety of advisory and design data and information, such as the Texas Local Government Code, Open Meetings/Records Act Handbook, the City Code of Ordinances, etc. • Ability to perform addition, subtraction, multiplication, and division; ability to calculate decimals and percentages; ability to utilize principles of fractions; ability to interpret graphs. • Ability to apply principles of logical or synthesis functions. Ability to deal with several concrete and abstract variables, and to analyze major problems that require complex planning for interrelated activities that can span one or several work units. • Ability to exercise the judgment, decisiveness and creativity required in situations involving the evaluation of information against sensory, judgmental, or subjective criteria, as opposed to that which is clearly measurable or verifiable. • Ability to make oral presentations. • Knowledge of City and department management policies and procedures. • Ability to work under deadlines and stressful situations. • Ability to handle sensitive and confidential business and client information. MINIMUM QUALIFICATIONS: • Bachelor's degree in Public Administration, Business Administration, Planning, Economics or related field. • Two (2) years' experience in the municipal government administrative work involving tasks similar to the duties described in this job description. LICENSES AND CERTIFICATIONS: • Possesses valid Texas Class "C" license when hired Valid Texas Driver's License. Must have and maintain a good driving record in accordance with the driving standards as established by the City of Anna. Must report all driving events to his/her supervisor within 24 hours. PJ WORK ENVIRONMENT/PHYSICAL REQUIREMENTS: The work environment and physical demands described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. • Could be exposed to hostile or angry citizens and business owners. • The work will primarily be in climate controlled office environment. • Physical demands consist of sedentary elements, sitting for prolonged periods of time. • Work performed may cause fatigue of eyes and other faculties because of fairly continuous use of motor senses in the use of a personal computer This job description is not an employment agreement, contract agreement or contract. Management has the exclusive right to alter this job description at any time without notice. EMPLOYEE ACKNOWLEDGEMENT: I acknowledge that I have received a copy of my job description and will direct any questions to my supervisor or Human Resources. Printed Name Signature Date 3 COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 6. CDC Agenda Staff Report Meeting Date: 9/7/2017 Staff Contact. Jessica Perkins Consider/Discuss/Action regarding passing a resolution authorizing an agreement with the City of for city employee services for the position of Chief Administrative Officer. SUMMARY: The City is asking the board to consider paying the full salary, benefits, and and proportional overhead charges for the position of Chief Administrative Officer (CAO) for the CDC. The CAO position would include the administration and day-to-day responsibilities of the City's and CDC's economic development activities. STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Employment Services Agreement Res. Employment Services Upload Date Type 8/29/2017 Backup Material 8/29/2017 Resolution AGREEMENT FOR CITY EMPLOYEE SERVICES THIS AGREEMENT FOR CITY EMPLOYEE SERVICES ("Agreement") is made by and between the Anna Community Development Corporation ("CDC"), and the City of Anna, Texas ("City"). Section 1. Purpose In accordance with the Bylaws of the Anna Community Development Corporation, Art. III, Sec. 7(b), and in exchange for services of City staff to be provided to the CDC, the CDC will pay the City compensation for the services of a City employee, who shall dedicate reasonable and necessary time and effort to accomplish the duties and responsibilities of the CDC's Chief Administrative Officer ("CAO"). Section 2. CDC's Obligations In accordance with the terms of this Agreement, CDC shall pay the annual salary, benefits, and proportional overhead charges incurred by the City to fill the CAO position with responsibilities that include the administration of the CDC's economic development activities. Section 3. City's Obligations In accordance with the terms of this Agreement, the City agrees to fill the COA position with a person who has the requisite skills and background to adequately perform the duties of the CAO position. The City shall be responsible for administration of all benefits and human resource matters related to the CAO position. The CAO shall be employed solely by the City and the supervision and authority over the CAO is vested solely in the City Manager. Section 4. Hiring Procedure and Employment The hiring committee shall consist of two CDC board members, the City Manager, and other City employees designated by the City Manager. Upon vacancy of the CAO job position, the position will be posted and applications processed in general conformance with the City's hiring policies and practices. The City Manager may appoint an interim to the CAO position during the vacancy. The hiring committee will participate in the interviews of qualified applicants identified by the City Manager. Once the interviews are completed, the hiring committee will review any finalists with the CDC board of directors. After receiving input from the CDC board, the hiring committee will make a formal nomination of a candidate. The City Manager shall have final hiring authority. All aspects of the employment of the CAO—including without limitation the termination of the CAO—shall be governed under the terms of the City of Anna Home -Rule Charter and the City of Anna Personnel Policy Manual. If a AGREEMENT FOR CITY EMPLOYEE SERVICES PAGE 1 OF 3 CAO is terminated for any reason, the hiring procedure in this Agreement will be used to fill the vacancy. Section 5. Term and Termination The initial term of this Agreement is from the date of execution of the parties until September 30, 2018. This Agreement shall automatically renew on October 1 of each subsequent year, unless one of the parties provides written notice to the other party on or before June 30 of such year. Any such termination shall not take effect until 90 days after said written notice has been provided in accordance with this Agreement. Section 6. Amendment This Agreement may not be amended except pursuant to a written instrument signed by both parties. Section 7. No Waiver of Immunity Nothing in this Agreement waives any governmental immunity available to either party or either party's officials, officers, agents or employees under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity, including but not limited to the person designated as Chief Administrative Officer. Section 8. Notice To be effective, notice as required by this Agreement shall be in writing and delivered via U.S. certified mail, return receipt requested, at the addresses listed below: CDC CDC President Anna Community Development Corp 111 N. Powell Parkway Anna, Texas 75409 City City Manager City of Anna 111 N. Powell Parkway Anna, Texas 75409 Each party shall notify the other in writing within 10 days of any change in the mailing - address information listed in this section. Section 9. Severability The provisions of this Agreement are severable. In the event that any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement shall be found to be contrary to the law, or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of this Agreement. AGREEMENT FOR CITY EMPLOYEE SERVICES PAGE 2 OF 3 Section 10. No Third -Party Beneficiaries There shall be no third -party beneficiaries to this Agreement and this Agreement shall not be interpreted to be a contract of employment with the CAO, whose position shall always be a position of at -will employment. Section 11. Entire Agreement This Agreement represents the entire and integrated Agreement between CDC and the City regarding the subject matter of this Agreement and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. IN WITNESS WHEREOF, CDC and the City have executed this Agreement. By: Philip Sanders Nate Pike City Manager CDC President Date: Attest: Carrie L Smith, City Secretary Date: Attest: Lauretta Blackter, CDC Secretary AGREEMENT FOR CITY EMPLOYEE SERVICES PAGE 3 OF 3 ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION AUTHORIZING EXECUTION OF AN AGREEMENT FOR EMPLOYEE SERVICES FOR THE POSITION OF CHIEF ADMINISTRATIVE OFFICER WHEREAS, the Anna Community Development Corporation (the "CDC"), has a need for employee services; and WHEREAS, the CDC desires to approve the attached agreement to formalize the recruitment and hiring process for the needed employee services; 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. Authorization to Execute Agreement for Employee Services The Board of Directors of the Anna Community Development Corporation approves the Agreement for Employee Services (Exhibit A) considered this day and authorizes the CDC President to execute, on its behalf, the agreement with the City of Anna. PASSED AND APPROVED by the Anna Community Development Corporation this day of , 2017. APPROVED: Nate Pike CDC President ATTEST: Lauretta Blacketer CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 7. CDC Agenda Staff Report Meeting Date: 9/7/2017 Staff Contact. Jessica Perkins Consider/Discuss/Action regarding adopting a resolution approving the proposed FY 2017-2018 budget and authorizing publication of the proposed budget. SUMMARY: Staff will present the fiscal year budget in detail during the meeting. However, the attached budget has not deviated from previous draft versions. The attached budget has been reviewed by council. STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Upload Date Type res. fy 17-18 budget 7/31/2017 Resolution exhibit CDC budget 7/31/2017 Backup Material 17-18 Publication Notice 8/1/2017 Backup Material ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION ADOPTING THE FY 2017-2018 FISCAL YEAR BUDGET WHEREAS, to be effective October 1, 2017, the Anna Community Development Corporation (the "CDC") and subject to approval of the City of Anna City Council, the Board of directors of the CDC desires to approve and adopt the CDC budget for the 2017-18 fiscal year; 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. Adoption of Fiscal Year 2017-18 Budget The CDC Board of Directors hereby approves adopting the Anna Community Development Corporation 2017-2018 fiscal year budget as set forth in Exhibit A, attached hereto and incorporated herein for all purposes as if set forth in full, subject to approval by the City of Anna City Council. PASSED AND APPROVED by the Anna Community Development Corporation this day of , 2017. APPROVED: Nate Pike, CDC President ATTEST: Lauretta Blacketer, CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO PAGE 1 OF 1 CITY OF ANNA FUND DEPARTMENT DIVISION 89 COMMUNITY DEVELOPMENT CDC 89 825E 825 CORPORATION DETAILS 2016 2017 2017 2018 LINE ITEMS / CHANGE ACTUAL BUDGET ESTIMATED PROPOSED 6101 SALARIES $0 $0 $0 $55,608 0.00% 6114 PAYROLL TAXES -CITY PART FICA $0 $0 $0 $4,262 0.00% 6121 HEALTH INSURANCE $0 $0 $0 $8,712 0.00% 6125 TMRS RETIREMENT $0 $0 $0 $8,133 0.00% 6126 UNEMPLOYMENT $0 $0 $0 $200 0.00% 6127 WORKERS COMPENSATION $0 $0 $0 $140 0.00% 6129 MISCELLANEOUS PAYROLL $0 $0 $0 $100 0.00% PAYROLL $0 $0 $0 $77,155 0.00% 6208 OFFICE SUPPLIES $12 $250 $250 $500 100.00% basic needs $250 $500 6209 OTHER SUPPLIES - MISC. $18 $250 $150 $1,800 620.00% meals, meetings supplies, or other $150 $1,800 administrative items 6210 CLOTHING SUPPLIES $0 $0 $0 $500 0.00% new logo, new council members, new board $0 $500 members etc. 6212 POSTAGE $9 $50 $75 $100 100.00% mailing bills, etc.. $75 $100 SUPPLIES $39 $550 $475 $2,900 427.27% 6303 MAINT. AND REPAIR - BUILDINGS $0 $0 $0 $0 0.00% repairs for building at 312 North Powell $0 $0 parkway MAINTENANCE $0 $0 $0 $0 0.00% 6700 ECONOMIC DEVELOPMENT GRANT EXPENSE $0 $0 $0 $111,000 0.00% Sales Tax Reimbursement Agreement with $0 $111,000 Chief Partners for Phase I of retail development 6703 CONTRACT SERVICES $10,585 $17,500 $19,000 $89,400 410.86% CITY OF ANNA FUND DEPARTMENT DIVISION 89 COMMUNITY DEVELOPMENT CDC 89 825E 825 CORPORATION DETAILS 2016 2017 2017 2018 LINE ITEMS / CHANGE ACTUAL BUDGET ESTIMATED PROPOSED CDC agreement with City Finance and $2,000 $4,000 Accounting Services CDC Cost Share of IT and McLain Budgeting $500 $800 Software Contract Services for First Southwest to file $1,500 $1,500 the Continuing Disclosure for the CDC Bonds Contract Services/Marketing/Retail $13,000 $13,000 Assistance (budget amendment) Office Space $2,000 $4,000 Professional Services Agreement with $0 $46,000 EDC/CDC for Chief Admin. Officer Remove budget for office space. New $0 ($4,000) Manager will be located at the EDC/CDC building Remove the professional services budget to $0 ($46,000) reimburse the City for 1/2 of the Chief Admin. Officer's salary Retail Assistance Professional Services - D. $0 $66,500 Funderburgh(2018) budget amendment moved this to other professional services (2017) Xceligent - available properties program $0 $3,600 6711 TRAVEL EXPENSE $0 $250 $0 $5,800 2,220.00% $0 $0 ICSC Dallas - 2 people $0 $1,200 ICSC Las Vegas - 2 people $0 $2,200 TEDC - annual training, conference $0 $1,000 Travel expenses for CAD or Board Members - $0 $1,400 Misc. extra person, car rental, other trainings 6721 EDUCATION AND TRAINING $0 $250 $0 $3,100 1,140.00% Conference Registration - ICSC, TEDC $0 $2,600 250 TEDC pp 640 ICSC pp 400 ICSC dallas pp Training -TEDC, other $0 $500 training for a CDC related project or $0 $0 organization such as TACDC (Texas Association of Community Development Corporations) or TEDC 6722 INSURANCE - PROPERTY AND LIABILITY $0 $0 $0 $3,500 0.00% Insurance 312 North Powell Parkway $0 $0 Insurance for the Business park Property $0 $3,500 6731PUBLIC NOTICES -ADVERTISING $0 $200 $200 $300 50.00% publish notices, $200 $300 6735 PROMOTION EXPENSE $35,619 $34,800 $34,800 $57,000 63.79% CITY OF ANNA FUND DEPARTMENT DIVISION 89 COMMUNITY DEVELOPMENT CDC 89 825E 825 CORPORATION DETAILS 2016 2017 2017 2018 LINE ITEMS / CHANGE ACTUAL BUDGET ESTIMATED PROPOSED Business Directory Map $0 $0 GACC Banquet' $0 $5,000 GACC Christmas $3,000 $3,000 GACC Glowfest $8,000 $16,000 GACC July 4th $8,000 $15,000 Golf Tournament $0 $3,000 North Star branding $0 $0 Promotional Materials - Print Ads, other $15,800 $15,000 sponsorship opportunities, magazines, displays, billboards, etc. 6753 LEGAL EXPENSE $7,820 $11,000 $10,000 $15,000 36.36% Legal services $10,000 $15,000 6755 AUDIT EXPENSE $2,149 $2,500 $3,000 $3,000 20.00% CPA services - audit, 990, 1099s $3,000 $3,000 6756 ENGINEERING $0 $0 $4,000 $15,000 0.00% Engineering $4,000 $15,000 6761 DUES, PUBLICATIONS, PERMITS AND LICENSES $65 $250 $3,500 $1,350 440.00% Professional Dues - ICSC - 50 pp (5) 250 $3,500 $1,350 TEDC - $550 (2) 1100 Permits - Business Park Plat and Zoning Application/Permit fees (2017 amendment) 6782 CITY UTILITIES WATER/SEWER/TRASH $0 $0 $0 $0 0.00% City utilities - 312 North Powell Parkway $0 $0 irrigation 6783 TELECOM $0 $0 $0 $0 0.00% 6789 DEBT -SERVICE PRINCIPAL $82,000 $133,000 $83,000 $204,000 53.38% $0 $0 Bond Debit Series B - Slayter Creek Park $15,000 $20,000 Phase II Bond Debt Series A - Refinance of TLF Loan $68,000 $69,000 Debt service on business park $0 $115,000 6790 INTEREST EXPENSE $56,327 $165,468 $98,698 $121,867 -26.35% Bond Debit Series A Refinance of TLF loan $2,081 $697 Debt service on business park $44,229 $69,360 Series 2012 B 1.6 Million Note for Slayter $52,388 $51,810 Creek Park 6799 OTHER SERVICES - MISC. $80,600 $90,000 $90,000 $92,000 2.22% $0 $0 Adjustment to increase for park maintenance $30,000 $30,000 support Cost Allocation pay a portion of the $60,000 $62,000 personnel cost for the Park Superintendent Salary SERVICES $275,165 $455,218 $346,198 $722,317 58.67% CITY OF ANNA FUND DEPARTMENT DIVISION 89 COMMUNITY DEVELOPMENT CDC 89 825E 825 CORPORATION DETAILS 2016 2017 2017 2018 LINE ITEMS / CHANGE ACTUAL BUDGET ESTIMATED PROPOSED 6912 BOND COST $0 $0 $0 $0 0.00% 6921 BUILDINGS AND IMPROVEMENTS $0 $0 $0 $0 0.00% $0 $0 Misc Park Equipment or projects $0 $0 6941 OTHER CAPITAL EXPENDITURES $53,031 $80,232 $0 $0 -100.00% Additional based upon sales tax estimate and $0 $0 discussion with JP Land purchase $0 $0 park projects, land, or other park related site $0 $0 improvements CAPITAL EXPENDITURES $53,031 $80,232 $0 $0 -100.00% 8900 OTHER FINANCING USE - DEBT REFUNDINGS $0 $0 $0 $0 0.00% 9812 TRANSFERS OUT - GENERAL FUND $0 $0 $0 $0 0.00% OTHER USES OF FUNDS $0 $0 $0 $0 0.00% TOTAL 825 $328,234 $536,000 $346,673 $802,372 49.70% CITY OF ANNA FUND DEPARTMENT DIVISION 89 COMMUNITY DEVELOPMENT CDC 89 825R 825 CORPORATION DETAILS 2016 2017 2017 2018 LINE ITEMS / CHANGE ACTUAL BUDGET ESTIMATED PROPOSED 5225 SALES TAX REVENUE - GENERAL $385,577 $375,000 $593,053 $822,615 119.36% Based off Sales Tax Revenue budgeted for $0 $0 City Projected sales tax based on trend of 20% $593,053 $822,615 above FY2016 for FY2017. FY2018 based on an increase of 15% above estimated FY2017 5500 GRANT REVENUE $0 $0 $0 $0 0.00% 5530 INTEREST REVENUE $2,894 $2,500 $1,200 $1,800-28.00% Est. $0 $0 Interest $1,200 $1,800 REVENUES $388,471 $377,500 $594,253 $824,415 118.39% 5840 BOND PROCEEDS Xfer from EDC for debt prat $0 $0 $0 $0 $0 $0 0.00% OTHER SOURCE OF FUNDS $0 $0 $0 $0 0.00% 5999 REVOLVING LOAN REVENUE Payments received from Image Vision $0 $0 $0 $0 $0 $0 0.00% OTHER SOURCES OF FUNDS $0 $0 $0 $0 0.00% TOTAL 825 $388,471 $377,500 $594,253 $824,415 118.39% ANNA COMMUNITY DEVELOPMENT CORPORATION NOTICE OF PROJECTS NOTICE IS HEREBY GIVEN THAT the Anna Community Development Corporation (the "Corporation"), a non-profit corporation created pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statues, Section 4B, and now operating under Texas Local Gov't Code, Chapter 505 (the "Act"), intends to make expenditures of funds for certain projects (the "Projects"). The Projects will be financed and/or paid from the proceeds of sales tax revenue and other resources of the Corporation. The Projects shall include: land and building improvements, equipment purchases, park facilities and improvements, capital expenditures, targeted infrastructure, site improvements, promotional expenditures, engineering and/or legal services, administrative personnel services, and other purposes permitted by law, in order to provide improved community development and/or to promote new or expanded business enterprises for the benefit of the public. The costs of the Projects are estimated not to exceed $825,000 including but not limited to the specific projects or general types of projects set forth in the Anna Community Development Corporation's 2017-18 fiscal year budget. COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 8. CDC Agenda Staff Report Meeting Date: 9/7/2017 Staff Contact. Jessica Perkins Consider/Discuss/Action regarding approving a resolution authorizing the execution and expenditure of funds for an annual sponsorship agreement with the Greater Anna Chamber of Commerce. SUMMARY: The corporations have historically supported the annual events of the GACC. For the past several years the Corporations have entered into a fiscal year agreement for sponsorship of the GACC's annual events. The annual agreement has allowed for better planning and budgeting. This year with the change in funding for the EDC due to the sales tax reallocation, staff is recommending the CDC sponsor the full amount that was previously shared with the EDC. The total amount of sponsorship being requested at this time: Glow Fest = $16,000 Christmas Parade=$3,000 Annual Banquet = $5,000 Golf Tournament = $3,000 July 4th Fireworks Display = $15,000 STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Upload Date Type Chamber Agreement 8/29/2017 Backup Material Res. chamber agreement 8/29/2017 Resolution Exhibit A AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 THIS AGREEMENT FOR SPONSORSHIP COMMITMENT (this "Agreement") is made by and between the Anna Community Development Corporation ("CDC"), and the Greater Anna Chamber of Commerce, Inc. ("GACC") and entered into on this day of , 2017. Section 1. Summary During the CDC's 2017-2018 fiscal year, the CDC hereby promises to make certain payments to the GACC to sponsor certain GACC events that GACC promises will promote the CDC and the growth and the development of the City. The amount of each payment is specified under this Agreement for each corresponding GACC event. Each payment is to be provided to the GACC prior to each event, but is contingent upon GACC providing a letter of intent to organize and hold the corresponding event and meet the corresponding benchmarks set forth herein, as well as to adequately promote the CDC and the City. Section 2. Definitions For purposes of this Agreement, the following meanings shall apply: (a) City shall mean the City of Anna, Texas. (b) CDC shall mean the Anna Community Development Corporation, a Texas nonprofit corporation. (c) GACC shall mean the Greater Anna Chamber of Commerce, Inc., a Texas nonprofit corporation. (d) Sponsor shall mean a person or corporation that pays or provides something of value to the GACC in connection with a GACC event in exchange for GACC providing promotional marketing or any other benefits associated with the GACC event. (e) Sponsorship Benefits shall mean at least that amount of sponsorship designation, advertising in print and broadcast media, marketing materials and opportunities, onsite and offsite signage and marketing, public relations benefits and all other benefits listed in this Agreement and/or otherwise available that would promote the CDC to an extent equal to or greater than any other Sponsor of the GACC event in question. In other words, Sponsorship Benefits shall provide the CDC with at least "equal billing" compared with any other Sponsor and shall provide the highest level of promotional or other benefits made available or provided to any other Sponsor, regardless of the amounts paid by the CDC as compared with other Sponsor Designation includes and shall mean: AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 1 OF 9 Exhibit A (1) the CDC shall be named as a Sponsor of the GACC event, that the CDC may use the same designation in all GACC-approved advertising, merchandising and promotions; and (2) the CDC shall have first right of refusal as a Sponsor of any subsequent events arising out of any of the GACC events in future years. Section 3. General Requirements 3.01 Letter of Intent The GACC agrees to provide to the CDC a letter of intent thirty (30) days prior to each event and prior to the CDC's payment to GACC of any funds for such event. The letter of intent will be drafted on a standard form attached as "Exhibit A", and incorporated herein as if set forth in full. The letter of intent shall include a promise by the GACC to organize and hold the specific event setting forth its purpose and goals including the benchmark provisions set forth in this Agreement and shall constitute further binding contractual responsibilities of the GACC to attain those benchmarks and adequately promote the CDC. The letter of intent for any given event may set forth a different amount requested to be paid by the CDC than the amount estimated for such event as set forth in Section 4 of this Agreement. 3.02 Sponsorship Benefits The GACC agrees to furnish all materials, equipment, tools and other items necessary to provide Sponsorship Benefits to the CDC, and, in addition, all Sponsor Designations, advertising in print and broadcast media, marketing materials and opportunities, onsite and offsite signage and marketing, and all other public relations and promotional benefits as further described in this Agreement under each specific event. Advertising in print and broadcast media includes the CDC's identification as Sponsor on all print advertising secured promoting the GACC event. All such advertising shall reference the CDC as: The City of Anna Community Development Corporation. Marketing materials and opportunities, onsite signage and marketing, and public relations benefits will be provided for under each specific event in this Agreement. Section 4. GACC Events The GACC and CDC anticipate CDC sponsorship of the following events and provides specific terms of compensation, Sponsorship Benefits, goals and benchmarks to gauge promotional impact: 4.01 Glowfest Name/Purpose: Glowfest 2017, Community Fall Festival AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 2 OF 9 Exhibit A Date, Time, Location of Event: All Day on Saturday, October at Slayter Creek Park (and surrounding private property) Estimated Compensation amount: $16,000.00 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on pre -event banners; CDC Logo on registration form; listed as "Platinum Level" sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide approximate headcount of attendees' and geographic locations where attendees reside. 4.02 2017 Christmas Parade and Winter Wonderfest Name/Purpose: 2016 Christmas Parade and Winter Wonderfest - Community Festival and Parade Date, Time, Location of Event: All Day on Saturday, December , 2017, parade route Estimated Compensation amount: $3,000.00 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on pre -event banners; CDC Logo on registration forms; listed as sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide a count or list of float participation. 4.03 Annual Banquet Name/Purpose: 2018 Annual Banquet - Awards and appreciation banquet as well as a promotional event for current and prospective businesses in our community. Date, Time, Location of Event: 5:00pm — 11:00pm tentatively scheduled for Saturday, February , 2018, Anna High School in Anna, TX Estimated Compensation amount: $5,000.00 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: One table at the banquet; full -page advertisement placed on back of program; advertisement during event including signage and in PowerPoint presentation Promotional Benchmark Requirements: GACC will provide list of attendees AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 3 OF 9 Exhibit A 4.04 2017 Golf Tournament Name/Purpose: 2018 Golf Tournament, Networking event for current GACC members as well as a promotion to prospective new members and businesses Date, Time, Location of Event: All Day tentatively scheduled for Monday, April , 2018, Hurricane Creek Country Club Estimated Compensation amount: $3,000.00 Sponsorship Obligations of GACC: Recognition as Title Sponsor in Program and on signage the day of the event, opportunity to display promotional material, signage placed on various holes Promotional Benchmark Requirements: GACC will provide a list of players 4.05 Anna Fireworks Event Name/Purpose: 2018 Anna Fireworks Event, Community Festival Date, Time, Location of Event: 5:00pm — Conclusion of Fireworks, Tuesday, July 4, 2018 at Anna ISD Football Stadium Estimated Compensation amount: $15,000.00 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on pre -event banners; CDC Logo on registration form; listed as sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide and estimated number of attendees Section 5. Compensation In consideration of the performance of GACC's obligations under this Agreement, including the provision of Sponsorship Benefits described herein, the CDC agrees to pay the GACC the total amount of compensation of $42,000 during the CDC's fiscal year 2017-2018, subject to the conditions set forth in this Agreement. Before the CDC shall have any obligation to make any payment to GACC with respect to any given event described in Section 4 of this Agreement, the GACC must timely provide the CDC with a letter of intent —signed by a GACC representative authorized to contractually bind the GACC—as described in Section 3.01 of this Agreement and the GACC must submit said letter of intent to the CDC before the applicable deadline for such event as set forth in Section 4 of this Agreement. The total ($42,000) amount of compensation shall be made in five separate payments with the amount of each payment being determined by the CDC by electing one of the two following options AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 4 OF 9 Exhibit A per GACC event: (1) the estimated compensation amount set forth in Section 4 of this Agreement; or (2) a different amount requested by GACC that is set forth in the letter of intent described in Section 3.01 of this Agreement and attached hereto as Exhibit A. If the CDC decides to honor any GACC request for a different amount than what is set forth in Section 4 of this Agreement, the CDC shall thereafter have discretion to alter the amount of payments it makes with respect to any remaining events so that its overall compensation paid to the Chamber under this Agreement does not exceed $42,000 during the CDC's 2017-2018 fiscal year. The GACC shall provide the CDC with a written receipt. Section 6. Licenses and Permits The GACC shall obtain and pay for any and all permits, licenses, disposal fees, or any other costs required for any of the GACC events and to fulfill this Agreement. The GACC shall take all reasonable steps necessary to ensure that all state, federal, and local permitting and licensing requirements are met at all times during all GACC events. The GACC must comply with all federal and state laws, and local ordinances while organizing and participating in the GACC events. Section 7. Independent Contractor Status/ Liability/ Indemnity It is expressly understood and agreed that the CDC has no right of control, supervision, or direction over any work performed by the GACC relating in any way to the GACC's undertaking of any of its events (the "Work"), including but not limited to its employees, agents, contractors, or its subcontractors, nor does the CDC have any control, supervision or direction of the means, methods, sequences, procedures, and techniques utilized to complete any of the Work. There shall be no joint control over the Work. The GACC agrees to fully defend, indemnify and hold harmless the CDC from any claim, proceeding, cause of action, judgment, penalty, or any other cost or expense arising or growing out of, associated or in connection with the Work. The indemnification includes, but is not limited to, attorney fees incurred by the CDC in defending itself or in enforcing this Agreement. By entering into this Agreement, GACC waives all rights and remedies in law or in equity except to seek enforcement of specific performance, without any right to reimbursement of costs or attorney fees, of the obligations under this Agreement. This provision is not intended to and does not waive any of the CDC's governmental immunities, including immunity from suit and liability. Section 8. Insurance GACC shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in conjunction with the performance of the Work or in any way related to the GACC's undertakings performed in connection with the GACC events, including but not limited to coverage for GACC, its agents, representatives, employees, contractors, or AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 5 OF 9 Exhibit A subcontractors. The form and limits of such insurance, together with the underwriter thereof in each case, must be acceptable to the CDC but regardless of such acceptance it shall be the responsibility of the GACC to maintain adequate insurance coverage at all times. Failure of the GACC to maintain adequate coverage shall not relieve the GACC of any contractual responsibility or obligation. Each policy shall provide that there will be no alteration or modification which reduces coverage in any way prior to 30 days written notice being given to the CDC. A copy of each policy, or at the CDC's discretion, a certificate of insurance, shall be filed with the CDC Secretary. Section 9. Default 9.01 Events of Default The occurrence, at any time during the term of the Agreement, of any one or more of the following events, shall constitute an Event of Default under this Agreement: (a) the failure of GACC to timely provide the CDC with a properly executed letter of intent in accordance with the terms of this Agreement prior to each event; (b) the failure of the GACC event to occur on the scheduled date, or —if the event cannot occur on the originally scheduled date due to inclement weather —the failure of the GACC event to be rescheduled and occur in accordance with Section 18 of this Agreement; (c) the failure of GACC to provide the CDC with all Sponsorship Benefits enumerated in this Agreement for each event; (d) the failure of GACC to meet each promotional benchmark requirement; (e) the failure of the CDC to pay the GACC according to the compensation terms of each event when such payment may become due; and (f) the CDC's or GACC's breach or violation of any of the material terms, covenants, representations or warranties contained herein or GACC's failure to perform any material obligation contained herein. 9.02 Uncured Events of Default Upon the occurrence of an Event of Default by CDC that can be cured by the immediate payment of money to GACC, CDC shall have 10 calendar days from receipt of written notice from GACC of an occurrence of such Event of Default to cure same before GACC may exercise any of its remedies as set forth in this Agreement. Upon the occurrence of an Event of Default by GACC that does not include the failure to abide by a deadline or to a failure described in Section 9.01(b), it shall have 10 AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 6 OF 9 Exhibit A calendar days from receipt of written notice from CDC of an occurrence of such Event of Default to cure same, or, if same cannot be effectively cured within 10 calendar days and fully and effectively provide CDC with the Sponsorship Benefits, the default may be cured by refunding CDC's entire sponsorship fee, unless such Event of Default creates or contributes to an emergency situation in which injury to persons or property reasonably appears imminent, in which case CDC is immediately entitled to exercise or seek all rights available to it at law or in equity. If with respect to any given event set forth in Section 4 of this Agreement, there is a failure of GACC to meet a deadline or a failure described in Section 9.01(b), the CDC shall be entitled to a full refund of any amounts paid by the CDC to GACC for such event. Section 10. Amendment; Termination This Agreement may not be amended except pursuant to a written instrument signed by both parties. This Agreement shall terminate once both parties shall have completed performance of their respective obligations hereunder. Section 11. Notice Notice as required by this Agreement shall be in writing delivered to the parties via postage prepaid, U.S. certified mail, return receipt requested, at the addresses listed below: CDC GACC CDC President GACC Director Anna Community Development Corporation Greater Anna Chamber of Commerce 111 N. Powell Parkway 218 W. 4th Street, Suite C Anna, Texas 75409 Anna, Texas 75409 Each party shall notify the other in writing within 10 days of any change in the address information listed in this section. Section 12. No Waiver of Immunity Nothing in this Agreement waives any governmental immunity available to the CDC under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Section 13. Entire Agreement This Agreement represents the entire and integrated Agreement between CDC and GACC and supersedes all prior negotiations, representations and/or agreements, AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 7 OF 9 Exhibit A either written or oral. This Agreement may be amended only by written instrument signed by both parties. Section 14. Governing Law and Venue This Agreement shall be governed by the laws of the State of Texas as to interpretation and performance. Any and all legal action necessary to enforce this Agreement shall be brought in a court of competent jurisdiction in Collin County, Texas or in the United States District Court for the Eastern District of Texas, Sherman Division. Section 15. Severability The provisions of this Agreement are severable. In the event that any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement shall be found to be contrary to the law, or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of this Agreement. Section 16. Contract Interpretation This Agreement is the result of negotiation between the parties, and shall, in the event of any dispute over the meaning or application of any portion thereof, be interpreted fairly and reasonably, and not to be more strictly construed against one party than another, regardless of which party originally drafted the section in dispute. Time is of the essence with respect to the deadlines set forth in this Agreement. Section 17. Force Majeure If a party is prevented or delayed from performing any of its obligations hereunder due to a natural or manmade event or condition not caused by such party and beyond such party's reasonable control, then such party's performance of those obligations shall be suspended until such time as the event or condition no longer prevents or delays performance. If any event or condition results in the creation of amounts of refuse in excess of ordinary amounts, then the parties shall discuss, but shall not be bound to conclude, terms and conditions for collection of those excess amounts. Section 18. Inclement Weather If the GACC cannot reasonably proceed with an event due to inclement weather, then the GACC shall reschedule the event so that it occurs in reasonably close temporal proximity to the original date scheduled for the event. A failure to so reschedule and hold the event is a material breach of this Agreement. AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 8 OF 9 Exhibit A Section 19. Assignment It is understood and agreed that GACC shall not assign, sublet, or transfer any of the rights and duties under the terms of this Agreement without the prior written approval of the CDC. Section 20. Effective Date This Agreement shall be effective upon the date first stated herein, and performance of such Agreement shall begin as soon thereafter as practicable. IN WITNESS WHEREOF, CDC and GACC have executed this Agreement. IN Kevin Hall Nate Pike Greater Anna Chamber of Commerce CDC President AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017-2018 PAGE 9 OF 9 ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION AUTHORZING THE CHIEF ADMINISTRATIVE OFFICER TO SIGN AN AGREEMENT WITH THE GREATER ANNA CHAMBER OF COMMERCE WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to expend funds in support the efforts of the Chamber; and WHEREAS, the CDC believes that funding the Chamber is a necessary promotional expense for the CDC and the Anna community; and WHEREAS, the CDC intends that said funds be used solely for the events outlined in Exhibit A, insurance coverage, and permits necessary for the events; and 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. Approval of Agreement The CDC hereby authorizes the Chief Administrative Officer to sign an agreement with Greater Anna Chamber of Commerce attached hereto as EXHIBIT A. Section 3. Approval of Funding The CDC hereby authorizes the Chief Administrative Officer to charge the CDC's promotional account in accordance with the procedures outlined in EXHIBIT A. PASSED AND APPROVED by the Anna Community Development Corporation this day of , 2017. APPROVED: Nate Pike CDC President ATTEST: Lauretta Blacketer CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 9. CDC Agenda Staff Report Meeting Date: 9/7/2017 Staff Contact. Jessica Perkins Consider/Discuss/Action regarding approving a resolution authorizing representatives to travel to the annual TEDC Conference in Houston, Texas from October 18-20, 2017. SUMMARY: STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description ,'EDC Sample Agenda Res. TEDC travel Upload Date 8/29/2017 8/29/2017 Type Backup Material Resolution TEDC 2Z017 Annual Conference October 118-20aol'7 JW Marriott, Houston, Texas "Economic Resilience Through Innovation" Please note that this Agenda is a DRAFT and subject to change as sessions and speakers are confirmed. Wednesday, October 18, aor7 8:oo AM Annual Golf Tournament - Wildcat Golf Club, Houston, TX -Separate Registration Required u:oo AM Registration Open — 2nd Floor ii:oo AM - 7:00 PM Exhibit Hall - Lamar and Ballroom yer ` u:oo AM — 12,:00 PM Executive Committee Meeting 12:45 — 1:00 PM Welcome & Opening Remarks - Salon B Fred Welch, 2017 TEDC Board Chair and Executive Director, Greater Conroe Economic Development Council 1:00 — 2:30 PM Biotech, Healthcare and R&D - Salon B Moderator: Tom Kowalski, President, Texas Healthcare and Bioscience Institute Panelists: Ann Tanabe, CEO, Bio Houston, Inc.; TBD 2:30 - 2:45 PM Networking Break Awl"'d Ballroom Foyer 2:45 - 3:45 PM Innovate Like Apple: Disrupting Economic Development Through Leadership, Technology and Grit - Salon B Guillermo Mazier, CEO, Atlas Insight With a constant focus on cost-cutting, efficiency gains, and bureaucratic control, EDOs are feeling constant pressure to keep their communities in the spotlight, and economic developers can find themselves in an escalating battle to maintain their competitive edge. This session will delve into how economic developers and leaders can innovate like Apple. Creating a Lead Generation Strategy Using Metrics - Travis/Bexar Steve Jast, President, ROI Research on Investment, Montreal, QB, Canada 3:45 - 4:45 PM Economic Impact of the Super Bowl - Salon B Bob Pertierra, Senior Vice President -Chief Economic Development Officer, Greater Houston Partnership 3:45 - 4:45 PM Data Is Good But Insights Are Better: How technology is being harnessed by economic developers to drive local business growth - Travis/Bexar Dave Parsell, Co-founder and CEO, Localintel, Alberta, Canada In this session, you will learn what small businesses need from economic development professionals to start, expand and thrive; insights and why they matter; how innovative communities are using next -generation technology; and the latest advances in big data and artificial intelligence that will help economic developers support local businesses. 4:45 — 5:00 PM 5:00 — 6:0o PM 6:00 — 7:00 PM 7:00 PM Networking Break - Lamar and Ballroom Foyer Texas Marketing - Salon B 10 Robert Allen, President & CEO, TexasOne Lorie Vincent, Executive Director, Team Texas Exhibitor Reception - Lar TEDC Supper Club (offsii Thursday, October ig, Zoi7 8:0o AM — 5:00 PM 7:30 — 8:3o AM 8:00 — 9:0o AM Exhibit Hall - Lamar NB Breakfast - Lamar and General Session - Salon B & C Chris Tomlinson, Author, Filmmaker and Journalist 9:00 - io:oo AM Peer Group Roundtable: How fo Attract Biotech and Medical to Your Community - Navarro/Hidalgo/Harris Moderator: Fred Welch, Greater Conroe Economic Development Council Panelists: Tom Long, San Antonio Economic Development Foundation; Scott Connell, City of Irving; Charisse Bodish, Greater Austin Chamber of Commerce 10:00 —10:15 AM Networking Break - Lamar and Ballroom Foyer 10:15 - 11:15 AM Bricks & Mortar Retail is Not Dead - Only Evolving - Salon A Aaron Farmer, Senior Vice President, The Retail Coach, Tupelo, MS The presentation will focus not only on the current environment but what communities may expect over the next few years with emphasis placed on independent business retention and growth, the need for entrepreneurism; and, how to navigate the changing retail environment. 10:15 - 11:15 AM Foreign Direct Investment Trends and How to Make Your Region a Destination for International Investment - Travis/Bexar Mary Hebert, Senior Vice President for North America, WAVETEQ, Scottsdale, AZ Investment and Foreign Direct Investment (FDI) are widely considered to be fueling economic growth. Through the transfer of capital, knowledge and management techniques, and the creation of jobs; investment has large spillover effects. In this session you will gain insight into how FDI can be maximized for inclusive and sustainable development, and how governments and EDOs can shape their investment promotion policies and investment laws to attract more impact -oriented FDI. 11:15 - 11:3o AM Networking Break - Lamar and Ballroom Foyer 11:30 - 1:15 PM Award Luncheon and Keynote - SalonAC Keynote: Economic Update Ray Perryman, Ph.D., The Perryman Group, Waco, TX Presentation of the 2017 Community Economic Development Awards 1:15 -1:30 PM Networking Break 1:30 - 5:15 PM PAC Silent Auction Open - Sam Houston 1:30 - 2:30 PM The Economic Development Profession - What about me? - Salon A Todd Jorgenson, Managing Director and Principal, Jorgenson Consulting, Greensboro, NC In this presentation, you will learn how to make the most of your job and profession as an economic developer. EPIcenter: Innovation Hub for New Energy - Travis/Bexar Jill Vassar, Director of Development and Partnerships, EPIcenter, San Antonio, TX The EPIcenter's $74 million project, converted from a ioo-year old power plant, which will house a think tank, incubator, fabrication laboratory, exhibit space and conference center. The center will focus on new energy technology; innovation; education and community engagement; and, entrepreneurial incubation and ideation. 2:30 - 3:30 PM A Blueprint for Designing Impactful Talent Recruitment - Salon B & C Janet Ady, President & CEO, Ady Advantage, Madison, WI The "talent issue" is as complex as they come. It is pervasive, and it has been a long time in the making. In her presentation, Janet Ady will share what she and her team at Ady Advantage have been seeing in terms of talent trends. She will also present a menu of successful strategies that a broad range of areas have developed, and articulate a realistic path for addressing talent issues. 3:30 - 3:45 PM Networking Break - Lamar and Ballroom Foyer 3:45 - 4:45 PM Walmart's Effort to Bring Manufacturing Jobs Back to the United States - Salon B & C Joseph Quinn, Senior Director of Issue Management and Strategic Outreach, Walmart 5:00 PM 4:45 - 5:15 PM 5:00 - 5:30 PM 5:30 - 7:00 PM Mr. Quinn will present Walmart's $25o billion initiative to buy U.S. made products, as well as information on U.S. jobs and the manufacturing sector. He will also share strategies for how local manufacturers can become a future supplier to Walmart. The Economic Development Academy - Travis/Bex4 Neal Wade, University of Alabama; James Roach xas Christian University Exhibit Hall Closes - Lamar and Ballroom F ere Silent Auction Final Bids - Sam Houston New Member Orientat Networking Reception Friday, October ao, Zoi7 7:30 - 8:3o AM 8:oo - 9:oo AM 9:oo - io:oo AM 10:00 -10:15 AM 10:15 - 11:15 AM Breakfast - Lamar and TEDC Legislative Update - Salon B & C TEDC Legislative Consultant and Carlton Schwab, President & CEO, Texas Economic Development Council General Session - Sal& C Jeff Marcell, Senior Partner, TiP Strategies, Inc., Seattle, WA Break Texas Politics and Legislative Matters - Salon B & C Evan Smith, CEO and Co -Founder, The Texas Tribune, Austin, TX 11:3o AM -1a:30 PM &Vual Meeting and Board of Director's Meeting - Kavarro/Hidalgo/Harris -All Attendees Welcome 12:30 PM Conference Adjourned ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION APPROVING BUSINESS TRAVEL WHEREAS, the Anna Community Development Corporation ("CDC") has recognized the need to send representation from the CDC to the Texas Economic Development Council (TEDC) annual conference in Houston, TX and the surrounding area for the purpose of CDC -related business that will promote Community development in the City of Anna; and WHEREAS, the CDC desires to approve this resolution authorizing representatives from the CDC to attend the TCDC annual conference and to make purchases for all necessary expenses for the purposes of CDC business; NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization to Attend Conference. The CDC hereby authorizes representative(s) from the CDC to attend and make purchases for all necessary expenses related to attending the 2017 TCDC annual conference in Houston, Texas from October 18-20, 2017. PASSED AND APPROVED by the Community Development Corporation of Anna, Texas this day of , 2017. ATTESTED: Nate Pike CDC President APPROVED: Lauretta Blacketer CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 10. CDC Agenda Staff Report Meeting Date: 9/7/2017 Staff Contact. Jessica Perkins Consider/Discuss/Action regarding approving a resolution authorizing the execution of a land sale contract with Kirby Smith for approximately 9 acres of land located in the Anna Business Park located at the northeast corner of hwy. 5 and the Collin County Outer Loop. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Description Upload Date Type Res. Sales Contract KS 8/31/2017 Resolution Land Sale Contract - KS2 9/5/2017 Backup Material ANNA COMMUNITYDEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITYDEVELOPMENT CORPORATION AUTHORIZING EXECUTION OF AN AGREEMENT TO SELL PROPERTY OWNED BY THE CDC WHEREAS, the Anna Community Development Corporation (the "CDC") intends to sell a tract of real property described in further detail below; and WHEREAS, the CDC has determined that selling of the property is in the financial interests of the CDC; NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITYDEVELOPMENT 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 Chief Administrative Officer to execute, on the CDC's behalf, a purchase and sale agreement along with any associated documents (collectively, the "Sale Documents") necessary to set forth an arrangement between the CDC and the Buyer (the "Buyer") of the CDC property, which is approximately 9 acres and is described in more detail in the attached EXHIBIT A, incorporated herein for all purposes. The sales price of the property is $ 10.00 . The authority to execute the Sale Documents is subject to approval of the form of same by the CDC's legal counsel, and any necessary approval by the City of Anna City Council. PASSED AND APPROVED by the Anna Community Development Corporation this day of , 2017. APPROVED: Nate Pike, CDC President ATTEST: Lauretta Blacketer, CDC Secretary Real Estate Sales Contract This contract to buy and sell real property is between Seller and Buyer as identified below and is effective on the date ("Effective Date") of the last of the signatures by Seller and Buyer as parties to this contract. Buyer must deliver the Earnest Money to Title Company for this contract to be effective. Seller: Anna Economic Development Corporation, a Texas Type A Development Corporation; and Anna Community Development Corporation or Assigns, a Texas Type B Development Corporation Address: 111 N. Powell Parkway P.O. Box 776 Anna, TX 75409-0776 c/o Jessica Perkins Phone: (972) 924-3325 Buyer: Kirby Smith Machinery, Inc., an Oklahoma corporation, and KSMI Properties, LLC, an Oklahoma limited liability company Address: P.O. Box 270300 Oklahoma City, OK 73137 c/o David Cooper Phone: (214) 371-7777 Property: Approximately 10.816 gross acres of real property out of that certain 85.571 acre tract located at the northeast corner of the intersection of the Collin County Outer Loop and S.H. 5 in the City of Anna, Collin County, Texas, more particularly described in Exhibit A, which is incorporated here as if set forth in full ("Property"). Title Company: Red River Title Company 100 N. Travis Street #200 Sherman, Texas 75090 c/o Doris Caston Phone: (903) 8684446 Underwriter: Title Company's choice. Purchase Price Cash portion: Not Applicable. Total purchase price: $10.00 good and valuable consideration. Earnest Money: NONE. County for Performance: Collin County, Texas A. Deadlines and Other Dates All deadlines in this contract expire at 5:00 P.M. local time where the Property is located. If a deadline falls on a Saturday, Sunday, or national holiday, the deadline will be extended to the next day that is not a Saturday, Sunday, or national holiday. A national holiday is a holiday designated by the federal government. Time is of the essence. 1. Earnest Money Deadline: within five (5) days of Buyer's execution and delivery of this contract to Real Estate Sales Contract Page 1 of 10 Title Company, 2. Delivery of Title Commitment: twenty-one (21) days after the Effective Date. 3. Delivery of legible copies of instruments referenced in the Title Commitment: twenty-one (21) days after the Effective Date, 4. Delivery of Title Objections: ten (10) days after the delivery of the Title Commitment, legible copies of the instruments referenced in the Title Commitment and the Survey. 5. Closing Date: a date that is on or before the thirtieth (30th) day following the Feasibility Review Period. The Closing Date shall not be extended unless extended under a mutually agreeable duly executed amendment to this Agreement. 6. Survey: fifteen (15) days after the Effective Date. 7. Due Diligence Materials: Within twenty-one (21) days of the Effective Date, Seller will deliver copies of any Property -related zoning, environmental reports, tests or drawings currently in Seller's possession (the "Materials") to Buyer. 8. Governmental Notifications: Within twenty-one (21) days of the Effective Date, Seller will deliver copies of any pending or proposed governmental matters related to the Property including, without limitation, TxDot, county or municipal notifications (the "Notifications") currently in Seller's possession to Buyer. B. Closing Documents 1. At closing, Seller will deliver the following items to the Title Company: Special Warranty Deed, subject only to the Permitted Exceptions, in form attached hereto as Exhibit C (the "Deed") Bill of Sale IRS Nonforeign Person Affidavit Evidence of Seller's authority to close this transaction 2. At closing, Buyer will deliver the following items to the Title Company: Evidence of Buyer's authority to consummate this transaction The documents listed in this section B are collectively known as the "Closing Documents." C. Exhibits The following exhibits are attached to and are a part of this contract: Exhibit A —Description of the Property Exhibit B—Representations; Environmental Matters Real Estate Sales Contract Page 2 of 10 Exhibit C—Deed D. Purchase and Sale of Property Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to buy and pay Seller for the Properly in accordance with the terms of this contract. The promises by Buyer and Seller stated in this contract are the consideration for the formation of this contract. E. Interest on Earnest Money Intentionally left blank. F. Title and Survey and Feasibility Review Period 1. Title Advice. The following statutory notice is provided to Buyer on behalf of the real estate licensees, if any, involved in this transaction: Buyer is advised that it should either have the abstract covering the Property examined by an attorney of Buyer's own selection or be furnished with or obtain a policy of title insurance. 2. Title Commitment; Title Policy. "Title Commitment" means a Commitment for Issuance of an Owner Policy of Title Insurance by Title Company, as agent for Underwriter, stating the condition of title to the Property. The "effective date" stated in the Title Commitment must be after the Effective Date of this contract. "Title Policy" means an Owner Policy of Title Insurance issued by Title Company, as agent for Underwriter, in conformity with the last Title Commitment delivered to and approved by Buyer. 3. Feasibility Review Period. Buyer shall have thirty (30) days (the "Feasibility Review Period") after the Effective Date in which to conduct environmental testing, geotechnical borings and other studies of the Property and, in connection therewith, Buyer and its agents and contractors shall have the right of entry onto the Property for such purposes and Buyer agrees to indemnify Seller for Buyer's on -site related Property activities and all costs associated with such entry and tests made on the Property; this indemnity shall survive closing or termination of this contract. If Buyer determines, in Buyer's sole and absolute discretion, that the Property is not suitable for Buyer's intended use or purpose, Buyer shall have the right upon written notice to Seller within the Feasibility Review Period to terminate this contract. 4. UCC Search. "UCC Search" means reports prepared by a nongovernmental provider, stating the instruments that are on file in the Texas secretary of state's UCC records, the UCC records in the jurisdiction in which Seller is located, and the UCC records of the county in which the Property is located, showing as debtor Seller (if applicable) and all other owners of the Property during the five years before the Effective Date of this contract. 5. Delivery of Title Commitment and Legible Copies. Seller must deliver the Title Commitment to Buyer by the deadline stated in section A.2. and legible copies of the instruments referenced in the Title Commitment by the deadline stated in section A.3. 6. Title Objections. Buyer has until the deadline stated in section A.4. ("Title Objection Deadline") to review the Title Commitment, legible copies of the title instruments referenced in it, and the Survey and notify Seller of Buyer's objections to any of them ("Title Objections"). Buyer will be deemed to have approved all matters reflected by the Title Commitment to which Buyer has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved are "Permitted Exceptions." If Buyer notifies Seller of any Title Objections, Seller has fifteen (15) days from receipt of Buyer's notice to notify Buyer whether Seller agrees to cure the Title Objections before closing ("Cure Notice"). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, Buyer may, within five days after the deadline for the giving of Seller's Cure Notice, notify Seller that either this contract is terminated (in which event Real Estate Sales Contract Page 3 of 10 the Earnest Money shall be refunded to Buyer) or Buyer will proceed to close, subject to Seller's obligations to resolve the items listed in Schedule C of the Title Commitment, remove all liens affecting the Property, remove all exceptions that arise by, through, or under Seller after the Effective Date, and cure only the Title Objections that Seller has agreed to cure in the Cure Notice. At or before closing, Seller must resolve the items that are listed on Schedule C of the Title Commitment which are Seller's responsibility to resolve, remove all such liens, remove all exceptions that arise by, through, or under Seller after the Effective Date of this contract, and cure the Title Objections that Seller has agreed to cure. 7. Survey. Buyer, at Buyer's expense, will obtain a new survey of the Property and deliver a copy thereof to Seller by the deadline specified in A6 above. The survey shall be a current on -the -ground survey of the Property that substantially complies with the requirements of a Category IA, Condition I or II (as applicable) survey in the Manual of Practice for Land Surveying in the State of Texas promulgated by the Texas Board of Professional Land Surveying and shall be adequate to enable the Title Company to delete the survey exception in the Title Policy (except for "shortages in area"). Once the Survey has been completed, the legal description of the Property shown therein shall be substituted for the legal description in Exhibit A and shall serve as the legal description of the Property in the Deed. G. Condition of the Property until Closing; Cooperation; No Recording of Contract 1. Maintenance and Operation. Until closing, Seller will (a) maintain the Property as it existed on the Effective Date, except for reasonable wear and tear and casualty damage; (b) operate the Property in the same manner as it was operated on the Effective Date; and (c) not further encumber the Property with liens, easements, restrictions or any other matter affecting title to the Property, or modify the terms of any existing leases, contracts or encumbrances, if any, without Buyer's prior written consent. 2. Casualty Damage. Seller will notify Buyer promptly after discovery of any casualty damage to the Property. Seller will have no obligation to repair or replace the Property if it is damaged by casualty before closing. Buyer may terminate this contract if the casualty damage that occurs before closing would materially affect Buyer's intended use of the Property, by giving notice to Seller within fifteen days after receipt of Seller's notice of the casualty, in which event the Earnest Money shall be refunded to Buyer. If Buyer does not terminate this contract, Seller will (a) convey the Property to Buyer in its damaged condition, (b) assign to Buyer all of Seller's rights under any property insurance policies covering the Property, and (c) pay to Buyer the amount of the deductibles and coinsurance provisions under any insurance policies covering the Property, but not in excess of the cost to repair the casualty damage and less any amounts previously paid by Seller to repair the Property. If Seller has not insured the Property and Buyer does not elect to terminate this contract in accordance with this section, the Purchase Price will be reduced by the cost to repair the casualty damage. 3. Condemnation. Seller will notify Buyer promptly after Seller receives notice that any part of the Property has been or is threatened to be condemned or otherwise taken by a governmental or quasi -governmental authority. Buyer may terminate this contract if the condemnation would materially affect Buyer's intended use of the Property by giving notice to Seller within fifteen days after receipt of Seller's notice to Buyer (or before closing if Seller's notice is received less than fifteen days before closing), in which event the Earnest Money shall be refunded to the Buyer. If Buyer does not terminate this contract, (a) Buyer and Seller will each have the right to appear and defend their respective interests in the Property in the condemnation proceedings, (b) any award in condemnation will be assigned to Buyer, and (c) if the taking occurs before closing, the description of the Property will be revised to delete the portion taken. 4. Claims; Hearings. Seller will notify Buyer promptly of any litigation or any claim or administrative hearing that is threatened, filed, or initiated before closing that affects the Property. Real Estate Sales Contract Page 4 of 10 H. Closing 1. Closing. This transaction will close at Title Company's offices on the Closing Date. At closing, the following will occur: a. Closing Documents. The parties will execute and deliver the Closing Documents. b. Payment of Purchase Price. Buyer will deliver the Purchase Price and other amounts or documents that Buyer is obligated to pay or execute under this contract to or by Title Company in funds or documents acceptable to Title Company and Seller. c. Disbursement of Funds; Recording; Copies. Title Company will be instructed to disburse the Purchase Price and other funds in accordance with this contract, record the deed and any other Closing Documents necessary to be recorded, and distribute copies of the Closing Documents to each party. d. Possession. Unless otherwise agreed, Seller will deliver possession of the Property to Buyer, subject to the Permitted Exceptions existing at Closing. 2. Transaction Costs a. Seller's Costs. Seller will pay for the basic charge for the Title Policy; one-half of the escrow fee charged by Title Company; the costs to prepare the deed; the costs to obtain, deliver, and record releases of all liens to be released at closing; the costs to record all documents to cure Title Objections agreed to be cured by Seller, and certificates or reports of ad valorem taxes; the costs to deliver copies of the instruments described in section AA.; and Seller's expenses and attorney's fees. b. Buyer's Costs. Buyer will pay for the new survey; one-half of the escrow fee charged by Title Company; the costs to obtain, deliver, and record all documents other than those to be recorded at Seller's expense; the additional premium for the "survey/area and boundary deletion" in the Title Policy, if the deletion is requested by Buyer; the costs of work required by Buyer to have the survey reflect matters other than those required under this contract; and Buyer's expenses and attorney's fees. c. Ad Valorem Taxes. As permitted under IRC 501c3 regulations for Buyer, ad valorem taxes for the Property for the calendar year of closing will be prorated between Buyer and Seller as of the Closing Date. Seller's portion of the prorated taxes (if applicable) will be paid to Buyer at closing as an adjustment to the Purchase Price. If the assessment for the calendar year of closing is not known at the Closing Date, the proration will be based on taxes for the previous tax year, and Buyer and Seller will adjust the prorations in cash within thirty days of when the actual assessment and taxes are known. Seller will promptly notify Buyer of all notices of proposed or final tax valuations and assessments that Seller receives after the Effective Date and after closing. All taxes due as of closing will be paid at closing. If this sale or a change in use of the Property or the denial of any special use valuation on the Property results in the assessment after Closing of additional taxes applicable to the period of time before the Closing (including any so called "roll back" impositions), Buyer shall pay the additional taxes plus any penalties and interest immediately upon a written statement therefor and hold Seller harmless therefrom. The parties' obligations under this paragraph shall survive the Closing. Rea( Estate Sales Contract Page 5 of 10 d. Brokers' Commissions and Disclosure. Buyer and Seller each represents and warrants to the other that they have had no contact with any real estate broker, finder or other person who might be entitled, or claim to be entitled, to a brokerage commission, finder's fee or other compensation in connection with this transaction other than Funderburgh Realty Corporation ("Seller's Broker"). Buyer and Seller each hereby indemnify and agree to defend and hold the other party harmless from and against any and all claims, demands, liabilities, causes of action, costs or expenses (including reasonable attorneys' fees) caused by or arising out of any breach of its foregoing warranty. The provisions of this 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. I. Default and Remedies 1. Seller's Default. If Seller fails to perform any of its obligations under this contract ("Seller's Default"), Buyer's sole and exclusive election of remedies includes: (1) enforcing specific performance of this contract; or (2) terminating this contract by written notice to Seller. 2. Buyer's Default. If Buyer fails to perform any of its obligations under this contract ("Buyer's Default"), Seller, shall have the right to either (i) enforce specific performance of Buyer's obligations under this contract or (ii) terminate this contract by giving notice to Buyer on or before the Closing Date). 3. Liquidated Damages. The parties agree that just compensation for the harm that would be caused by a default by either party cannot be accurately estimated or would be very difficult to accurately estimate and the remedies provided above are reasonable forecasts of just compensation to the nondefaulting party for the harm that would be caused by a default. J. Miscellaneous Provisions 1. Notices. Any notice required by or permitted under this contract must be in writing. Any notice required by this contract will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this contract. Notice may also be given by regular mail, personal delivery, courier delivery and will be effective when actually received. Any address for notice may be changed by written notice delivered as provided herein. Copies of each notice must be given by one of these methods to the attorney of the party to whom notice is given. Counsel for Seller: Clark McCoy Wolfe, Tidwell &McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 Real Estate Sales Contract Page 6 of 10 Counsel for Buyer: lak�D 3kD;2 2. Entif e Contract. This contract, together with its exhibits, and any Closing Documents delivered at closing constitute the entire agreement of the parties concerning the sale of the Property by Seller to Buyer. There are no oral representations, warranties, agreements, or promises pertaining to the sale of the Property by Seller to Buyer not incorporated in writing in this contract. 3. Amendment. This contract may be amended only by an instrument in writing signed by the parties. 4. Assign»�ent. This contract will inure to the benefit of and be binding on the parties and their respective successors and assigns; provided, however, that this contract may not be assigned by either party without each of the other parties' written consent. 5. Survival. The obligations of this contract that cannot be performed before termination of this contract or before closing will survive termination of this contract or closing, and the legal doctrine of merger will not apply to these matters. If there is any conflict between the Closing Documents and this contract, the Closing Documents will control. 6. Choice of Law; Venue; Altef•native 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 13eneficiar•ies. There are no third -party beneficiaries of this contract. 9. Severability. The provisions of this contract are severable. If a court of competent jurisdiction finds that any provision of this contract is unenforceable, the remaining provisions will remain in effect without the unenforceable parts. 10. Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of construction that ambiguities in a document will be construed against the party who drafted it will not be applied in interpreting this contract. 11. No Special Relationship. The parties' relationship is an ordinary commercial relationship, and they do not intend to create the relationship of principal and agent, partnership, joint venture, or any other special relationship. 12. Counterparts. If this contract is executed in multiple counterparts, all counterparts taken together will constitute this contract. 13. Confidentiality. The parties will keep confidential this contract, this transaction, and all information learned in the course of this transaction, except to the extent disclosure is required by law or court order or to enable third parties to advise or assist Buyer to investigate the Property or either party to close this transaction. Real Estate Sales Contract Page 7 of 10 14. Additional Matters. i. ) Seller agrees to cooperate with Buyer if, during the Feasibility Review Period, Buyer or the City of Anna requires the Property to be preliminarily platted; provided, all costs of such plat shall be borne by Buyer; and ii. )Buyer will secure at its own expense any necessary use permits, platting and signage requirements and Seller agrees to cooperate as necessary to accomplish such. 15. Termination. If this contract is terminated for any reason, the parties will have no further rights or obligations under this contract, except that: (1) Buyer shall pay the costs to repair any damage to the Property caused by Buyer or Buyer's agents; (2) Buyer shall return to Seller any reports or documents delivered to Buyer by Seller; and (3) each party shall perform any other obligations that, by the explicit provisions of this Contract, expressly survive the termination of this Contract. The obligations of this Section 15 will survive the termination of this Contract. 16. Attorneys' Fees. The prevailing party in any proceeding brought to enforce this contract, or brought relating to the transaction contemplated by this contract, will be entitled to recover, from the non -prevailing party, court costs, reasonable attorneys' fees and all other reasonable related expenses. 17. Contract as Offer. The execution of this contract by the first party to do so constitutes an offer to purchase or sell the Property. If the other party does not accept that offer by signing this contract and delivering a fully executed copy to the first party within thirty (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: Anna Economic Development Corporation By: Printed Name: Title: Date: Anna Community Development Corporation or Assigns By: Printed Name: Title: Date: Real Estate Sales Contract Page 8 of 10 Kirby —Smith Machinery, Inc. By: BUYER: it STATE OF OKALHOMA § COUNTY OF� § L Before me, the undersigned notary public, on the day of A.LDOj7, 2017, personally appeared A)s-h4�-ItA t; , known to me (or proved to me) to be the pers6dwhose name is subscribed to the foregoing insttt Unt and acknowledged to me that he executed the same in his capacity as President of Kirby — Smith Machinery, Inc. and on behalf of _ i -l;, VUIjmc,k-l%,�tj`4 I\C T� C. BLEVYETT s�►� Notary Public State of Oklahoma ; Commleelon 0 07007027- Expins 07/24119 ; KSMI Properties, LL By: H. E. Kirby, is Aanal Notary Public, State of Oklahoma STATE OF OKLAHOMA § COUNTY OF mil' § Before me, the undersigned notary public, on the 31 day of L\O 0 �A, 2017, personally appeared H. E. Kirby known to me (or proved to me) to be the person whose name is subW ribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as Managing Member of KSMI Properties, LLC and on behalf of said entity. Notary Public, State of Oklahoma j s � � Notary Public 1 State of Oklahoma Coniniit„�Ian 0�1107A.e� !1MJ[tl�314119 •....---.sitter_:r__n__- Real Estate Sales Contract Page 9 of 10 Title Company Receipt Title Company acknowledges receipt of Earnest Money in the amount of $0.00 and a copy of this contract executed by both Buyer and Seller. Red River Title Company BY: Printed Name: Title: Date: 2017 Real Estate Sates Contract Page 10 of 10 EXHIBIT A Description of the Property BEING a portion of a tract of land located in the D.E.W. Babb Survey, Abstract Number 33, situated in Collin County, Texas and being a portion of a 361.545 acre tract of land described by deed to Harlan Properties, Inc. recorded in Instrument No. 20121228001650300 of the Official Public Records of Collin County, Texas, and being more particularly described by metes and bounds as follows; BEGINNING at a 1/2 inch iron rod found for the northwest corner of said 361,545 acre tract lying on the northerly edge of County Road No. 421 a gravel road, also lying on the easterly line of a tract of land described by deed to Dallas Area Rapid Transit, recorded in Collin County Clerks Document No. 2001-0078323 of the Official Public Records of Collin County, Texas, the southwest corner of tract of land described by deed to 40 PGE, Ltd., recorded in Volume 5387, Page 468 of the Deed Records of Collin County, Texas, also lying on the common line of said D.E.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. 20150422000453060 of the Official Public Records of Collin County, Texas; THENCE through the interior of said 361.545 acre tract along the center of said 30 feet wide easement the following courses and distances: South 11 degrees 33 minutes 57 seconds East, a distance of 61.78 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for corner; South 00 degree 48 minutes 25 seconds West, a distance of 1346.23 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for corner; South 55 degrees 24 minutes 07 seconds East, a distance of 316.51 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for corner; South 00 degrees 55 minutes 19 seconds West, a distance of 224.46 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set lying on the north line of Collin County Toll Road Authority tract recorded in Instrument No. 20110222000194360 of the Official Public Records of Collin County, Texas; THENCE North 89 degrees 04 minutes 41 seconds West, along the north line of said Collin County Toll Road tract, a distance of 2530.22 feet to a 1/2 inch iron rod with cap stamped "R.P.L.S. 3700" found for the southwest corner of said 361.545 acre tract, also lying on the east line of Collin County Toll Road Authority tract recorded in Instrument No. 20090317000307070 of the Official Public Records of Collin County, Texas; THENCE North 00 degrees 44 minutes 35 seconds West, along the east Line of last mentioned Toll Road tract, a distance of 207.51 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set lying on the easterly line of the aforementioned Dallas Area Rapid Transit tract; THENCE North 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 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. l 1pi Wilubi Representations; Environmental Matters A. Seller's Representations to Buyer Seller represents to Buyer (to Seller's actual knowledge, without duty of investigation) that the following are true and correct as of the Effective Date and will be true and correct on the Closing Date. 1. Authority. Seller is a Type A Development Corporation and a Type B Development Corporation duly organized, validly existing, and in good standing under the laws of the state of Texas with authority to convey the Property to Buyer. This contract is, and all documents required by this contract to be executed and delivered to Buyer at closing will be, duly authorized, executed, and delivered by Seller. 2. Litigation. There is no litigation pending or threatened against Seller that might affect the Property or Seller's ability to perform its obligations under this contract except: NONE 3. Violation of Laws. Seller has not received notice of violation of any law, ordinance, regulation, or requirements affecting the Property or Seller's use of the Property, except: NONE 4. Lease. There is no lease on the Property and there are no parties in possession of the Property. 5. Condemnation; Zoning; Land Use; Hazardous Materials. Seller has not received notice of any condemnation, zoning, or land -use proceedings affecting the Property or any inquiries or notices by any governmental authority or third party with respect to the presence of hazardous materials on the Property or the migration of hazardous materials from the Property, except: NONE 6. No Other Obligation to Sell the Property or Restriction against Selling the Property. Except for having granting a security interest in the Property (which security interest shall be released at Closing) and the terms and conditions as stated therein, Seller has not obligated itself to sell the Property to any party other than Buyer and Seller's performance of this contract will not cause a breach of any other agreement or obligation to which Seller is a party or to which it is bound. 7. No Liens. On the Closing Date, the Property will be free and clear of all mechanic's and materialman's liens and other liens and encumbrances of any nature except the Permitted Exceptions, and no work or materials will have been furnished to the Property that might give rise to mechanic's, materialman's, or other liens against the Property other than work or materials to which Buyer has given its consent. 8. No Commitments. No commitments have been made by Seller to any governmental authority, utility company, school board or church, or to any other religious body, or any other organization, group or individual relating to any of the Property, which would impose an obligation upon Buyer or its successors or assigns to make any contribution or dedication of money or land to construct, install or ffix Initials Initials maintain any improvements of a public or private nature on or off any of the Property. 9. No Other Representation. Except as stated above, Seller makes no representation with respect to the Property. 10. No Warranty. Seller has made no warranty in connection with this contract. Seller's representations set forth in this contract shall survive Closing for a period of twelve (12) months. 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 EXHIBIT Be THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS, SELLER MAKES NO WARRANTY OF CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY, ALL WARRANTIES, EXCEPT THE WARRANTY OF TITLE IN THE CLOSING DOCUMENTS, ARE DISCLAIMED. BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS OR WILL HAVE, PRIOR TO THE END OF THE FEASIBILITY REVIEW PERIOD, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY THE BUYER IN ORDER TO ENABLE THE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF DEVELOPMENTS SUCH AS THE PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE, AND THAT OF BUYER'S CONSULTANTS, AND THAT BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS THAT MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY PROVIDED IN THE DEED OR AS EXPRESSLY PROVIDED IN THIS CONTRACT, BUYER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO HAVE BEEN MADE OR GIVEN BY SELLER, EXCEPT WITH RESPECT TO THE WARRANTY OF TITLE EXPRESSLY PROVIDED IN THE CLOSING DOCUMENTS OR IN Initials Initials THIS CONTRACT. BUYER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE PROPERTY. IT IS FURTHER UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, AS TO (a) MATTERS OF TITLE, EXCEPT AS EXPRESSLY PROVIDED IN THE CLOSING DOCUMENTS, (b) ZONING, (c) TAX CONSEQUENCES, (d) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (e) AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (f) OPERATING HISTORY OR PROJECTIONS, (g) VALUATION, (h) GOVERNMENTAL APPRAISALS, (1) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (1) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY AND (ii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGULATION OF THE STATE OF TEXAS, THE CITY OF ANNA, THE COUNTY OF COLLIN OR ANY OTHER AUTHORITY OR JURISDICTION. The provisions of this section B regarding the Property will be included in the deed and bill of sale with appropriate modification of terms as the context requires. C. Environmental Matters AFTER CLOSING, AS BETWEEN BUYER AND SELLER, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF BUYER, REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING, ONCE CLOSING HAS OCCURRED, SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH C., BUYER INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM LIABILITY FOR ANY LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING LIABILITY UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT, OR THE TEXAS WATER CODE, SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH C., BUYER INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH C., BUYER INDEMNIFIES, HOLDS HARMLESS, AND RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR If )4 Initials Initials ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUYER'S INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH C. SHALL NOT APPLY TO ANY CLAIMS OR LIABILITIES ARISING OUT OF ANY EVENTS THAT OCCURRED, OR ANY CONDITIONS THAT WERE CREATED, DURING THE PERIOD OF SELLER'S OWNERSHIP OF THE PROPERTY; AND PROVIDED FURTHER THAT BUYER AND EACH TRANSFEROR OF THE PROPERTY (OR ANY PORTION THEREOF) SHALL UPON THE CONSUMMATION OF SUCH TRANSFER BE RELIEVED OF ALL FURTHER LIABILITY FOR SUCH OBLIGATIONS EXCEPT SUCH LIABILITY AS MAY HAVE ARISEN DURING THE PERIOD OF SUCH TRANSFEROR'S OWNERSHIP OF THE PROPERTY (OR THE PORTION THEREOF SO CONVEYED) AND WHICH REMAINS UNSATISFIED. The provisions of the above paragraph C regarding the Property will be included in the deed and bill of sale with appropriate modification of terms as the context requires. [The remainder of this page is left blank intentionally.] EXHIBIT C Special Warranty Deed NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Date: , 2017 Grantor: Anna Economic Development Corporation — a Type A Development Corporation; and Anna Community Development Corporation — a Type B Development Corporation Grantor's Mailing Address: 111 N. Powell Parkway, P.O. Box 776, Anna, TX 75409-0776 Grantee: Kirby Smith Machinery, Inc., an Oklahoma corporation and KSMI Properties, LLC an Oklahoma limited liability company. Grantee's Mailing Address: P.O. Box 270300, Oklahoma City, OK 73137 Consideration: $10.00 and other good and valuable consideration in hand received and adequacy of which is acknowledged Property (including any improvements): The real property described on Exhibit A, attached hereto and incorporated herein by reference Reservations from Conveyance: None Exceptions to Conveyance and Warranty: The restrictions, easements, covenants, and other matters described on Exhibit B, attached hereto and incorporated herein. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. THIS SALE EVIDENCED BY THIS DEED IS AN ARMS -LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES, EXCEPT FOR THE WARRANTY OF TITLE STATED IN THE CLOSING DOCUMENTS AND GRANTOR'S REPRESENTATIONS TO GRANTEE SET FORTH IN THE CONTRACT BETWEEN THE PARTIES. THE PROPERTY IS CONVEYED TO GRANTEE IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. GRANTOR MAKES NO WARRANTY OF CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROPERTY, ALL WARRANTIES, EXCEPT THE WARRANTY OF TITLE IN THE CLOSING DOCUMENTS, ARE DISCLAIMED. GRANTEE HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS PRIOR TO THE END OF THE FEASIBILITY REVIEW PERIOD, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY THE GRANTEE IN ORDER TO ENABLE THE GRANTEE TO EVALUATE THE PURCHASE OF THE PROPERTY, GRANTEE REPRESENTS THAT IT IS A KNOWLEDGEABLE GRANTEE OF DEVELOPMENTS SUCH AS THE PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE, AND THAT OF GRANTEE'S CONSULTANTS, AND THAT GRANTEE WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS THAT MAY NOT HAVE BEEN REVEALED BY GRANTEE'S INSPECTIONS AND INVESTIGATIONS. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT GRANTEE IS ACQUIRING THE PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY PROVIDED IN THIS DEED, GRANTEE HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO HAVE BEEN MADE OR GIVEN BY GRANTOR, EXCEPT WITH RESPECT TO 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, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE PROPERTY. IT IS FURTHER UNDERSTOOD AND AGREED THAT GRANTOR IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIl�tD OR CHARACTER, EXPRESS OR IMPLIED, AS TO (a) MATTERS OF TITLE, EXCEPT AS EXPRESSLY PROVIDED IN THE CLOSING DOCUMENTS, (b) ZONING, (c) TAX CONSEQUENCES, (d) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (e) AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (f) OPERATING HISTORY OR PROJECTIONS, (g) VALUATION, (h) GOVERNMENTAL APPRAISALS, (1) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (1) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY AND (n) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. GRANTEE FURTHER ACKNOWLEDGES THAT GRANTOR HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGULATION OF THE STATE OF TEXAS, THE CITY OF ANNA, THE COUNTY OF COLLIN OR•ANY OTHER AUTHORITY OR J[JRISDICTION. THE RISK OF LIABILITY OR EXPENSE FOR ENVIIRONMENTAL PROBLEMS, EVEN IF ARISING FROM EVENTS BEFORE THE DATE HEREOF, WILL BE THE SOLE RESPONSIBILITY OF GRANTEE, REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AS OF THE DATE HEREOF, GRANTEE INDEMNIFIES, HOLDS HARMLESS, AND RELEASES GRANTOR FROM LIABILITY FOR ANY LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING LIABILITY UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT, OR THE TEXAS WATER CODE. SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH C., GRANTEE INDEMNIFIES, HOLDS HARMLESS, AND RELEASES GRANTOR FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, SUBJECT TO THE LAST SENTENCE OF THIS PARAGRAPH, GRANTEE INDEMNIFIES, HOLDS HARMLESS, AND RELEASES GRANTOR FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON GRANTOR IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GRANTEE'S INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS UNDER THIS PARAGRAPH SHALL NOT APPLY TO ANY CLAIMS OR LIABILITIES ARISING OUT OF ANY EVENTS THAT OCCURRED, OR ANY CONDITIONS THAT WERE CREATED, DURING THE PERIOD OF GRANTOR'S OWNERSHIP OF THE PROPERTY; AND PROVIDED FURTHER THAT GRANTEE AND EACH TRANSFEROR OF THE PROPERTY (OR ANY PORTION THEREOF) SHALL UPON THE CONSUMMATION OF SUCH TRANSFER BE RELIEVED OF ALL FURTHER LIABILITY FOR SUCH OBLIGATIONS EXCEPT SUCH LIABILITY AS MAY HAVE ARISEN DURING THE PERIOD OF SUCH TRANSFEROR'S OWNERSHIP OF THE PROPERTY (OR THE PORTION THEREOF SO CONVEYED) AND WHICH REMAINS UNSATISFIED When the context requires, singular nouns and pronouns include the plural. Anna Community Development Corporation By: Nate Pike, its President STATE OF TEXAS § COUNTY OF COLLIN § Before me, the undersigned notary public, on the day of , 2017, personally appeared Nate Pike known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as President of the Anna Community Development Corporation and on behalf of the Anna Community Development Corporation. Notary Public, State of Texas [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] (see attached Field Notes) EXHIBIT B (Attach title exceptions) COMMUNITY DEVELOPMENT CORPORATION AGENDAITEM: Item No. 11. CDC Agenda Staff Report Meeting Date: Staff Contact. Perkins Discuss possible sponsorship of Anna ISD Homecoming. (Alonzo Tutson) SUMMARY: STAFF RECOMMENDATION: 9/7/2017 Jessica COMMUNITY DEVELOPMENT CORPORATION AGENDAITEM: Item No. 12. CDC Agenda Staff Report Meeting Date: 9/7/2017 Staff Contact. Jessica Perkins Consider/Discuss/Action approving minutes from the August 3, 2017 meeting. SUMMARY: Please review, comment, and vote. STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Upload Date Type 8-3-2017 CDC Minutes 9/5/201 't Backup Material 1 4 ILI * ANNA COMMUNITY DEVELOPMENT CORPORATION MINUTES V� OPMEI TY DNT August 3, 2017 CO?PORATION The Community Development Corporation of the City of Anna met on the above date at Anna City Hall, located at 111 North Powell Parkway (Hwy 5), to consider the following items. 1. Call to Order, Roll Call and Establishment of Quorum Nate Pike, President, called the meeting to order at 5:03pm. After roll call and the declaration that a quorum was present, the floor was open for business. Director's in attendance: Doug Hermann, Brent Thomas, Connie Stump, Anthony Richardson, James Gurski and Nate Pike and Alonzo Tutson (5:08pm) Directors Absent: None Staff in attendance: Clark McCoy, legal counsel for the CDC and EDC boards; Jessica Perkins Chief Administrative Officer 2. Invocation and Pledge Nate Pike gave the invocation and led the group in the Pledge of Allegiance. 3. Citizen Comments - None 4. Consider/Discuss/Action regarding proposed FY2017-2018 budget and budget. adopting a resolution approving the authorizing publication of the proposed Brent Thomas made a motion to table this item; Seconded by Anthony Richardson. Request for roll call Vote. Alonzo Tutson No, Nate Pike No, Brent Thomas yes, Doug Hermann yes, Connie Stump yes, James Gurski yes, and Anthony Richardson yes, motion to table passed. 5. Consider/Discuss/Action approving minutes from the July 7, 2017 meeting. Brent Thomas made a motion to approve the minutes 2nd by Alonzo Tutson. Motion passed by all. I NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 08-03-2017 Reg CDC Meeting — Page 1 6. Adjourn Alonzo Tutson made a motion to adjourn the meeting 2nd by Brent Thomas. Motion passed by all and the meeting was adjourned at 6:12pm. APPROVED: ATTESTED: Nathan Pike, CDC President Lauretta Blacketer, CDC Secretary I NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 08-03-2017 Reg CDC Meeting — Page 2