HomeMy WebLinkAboutRes 2022-09-1262 Use Agreement with Anna EDC & Approving a Special Warranty DeedCITY OF ANNA, TEXAS
RESOLUTION NO. c"a-V-0q - Is&a
A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A USE AGREEMENT
WITH ANNA ECONOMIC DEVELOPMENT CORPORATION AND APPROVING A
SPECIAL WARRANTY DEED FOR THE SALE OF REAL PROPERTY TO ANNA
ECONOMIC DEVELOPMENT CORPORATION
WHEREAS, the City of Anna, Texas (the "City") is a duly formed home -rule municipality
with an elected governing body (the "City Council"); and
WHEREAS, the City of Anna, Texas (the "City") has a population of less than 20,000;
and
WHEREAS, the Anna Economic Development Corporation ("AEDC") is a duly formed
nonprofit Type A corporation governed by Chapter 504 of the Texas Local Government
Code; and
WHEREAS, under Texas Local Government Code § 253.012, the City is authorized to
transfer to an economic development corporation, for certain consideration, real
property or an interest in real property without complying with the notice and bidding
requirements of Section 272.001(a) or other law; and
WHEREAS, consideration for a transfer authorized under Texas Local Government
Code § 253.012 is in the form of an agreement between the parties that requires the
economic development corporation to use the property in a manner that primarily
promotes a public purpose of the municipality; and
WHEREAS, under Texas Local Government Code § 501.004, the Legislature has found
that the present and prospective right to gainful employment and the general welfare of
the people of this state require as a public purpose the promotion and development of
new and expanded business enterprises; and
WHEREAS, if the economic development corporation at any time fails to use the
property in for a public purpose, ownership of the property automatically reverts to the
municipality; and
WHEREAS, the City and AEDC desire that the City transfer its ownership in the real
property located at 101 South Powell Parkway Anna, Texas 75409 (the "Property") to
CITY OF ANNA, TEXAS RESOLUTION NO. 144aq Page 1
AEDC in accordance with Texas Local Government Code § 253.012 and as further set
forth in this resolution;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Authorization to execute agreement and sell real property.
The City Council hereby approves, subject to approval by the City Attorney as to legal form,
the Use Agreement Between the City of Anna, Texas and Anna Economic Development
Corporation (the "Use Agreement") attached hereto as Exhibit A and authorizes the Mayor
to execute a special warranty deed substantially in the form attached hereto as Exhibit B
and all other required instruments and related documents necessary to accomplish sale of
the Property to AFDC.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the
day of 2022.
ATTEST: PPROVED:
=.� OF Ark
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City Secretary, Carrie L. Land`•4}e,-
°•. •• „OA�,,Mr Pro T V-VA-
CITY OF ANNA, TEXAS RESOLUTION NO. JC2&A Page 2
EXHIBIT A
USE AGREEMENT BETWEEN THE CITY OF ANNA, TEXAS
AND
ANNA ECONOMIC DEVELOPMENT CORPORATION
This Use Agreement (this "Agreement") Between the City of Anna, Texas, a
Texas home -rule municipality (the "City") and Anna Economic Development
Corporation, a nonprofit Type A development Corporation ("AEDC") is effective as of
the date of the execution by both parties.
WHEREAS, the City of Anna, Texas (the "City") is a duly formed home -rule municipality
with an elected governing body (the "City Council"); and
WHEREAS, the City of Anna, Texas (the "City") has a population of less than 20,000;
and
WHEREAS, the Anna Economic Development Corporation ("AEDC") is a duly formed
nonprofit Type A corporation governed by Chapter 504 of the Texas Local Government
Code; and
WHEREAS, under Texas Local Government Code § 253.012, the City is authorized to
transfer to an economic development corporation, for certain consideration, real
property or an interest in real property without complying with the notice and bidding
requirements of Section 272.001(a) or other law; and
WHEREAS, consideration for a transfer authorized under Texas Local Government
Code § 253.012 is in the form of an agreement between the parties that requires the
economic development corporation to use the property in a manner that primarily
promotes a public purpose of the municipality; and
WHEREAS, under Texas Local Government Code § 501.004, the Legislature has found
that the present and prospective right to gainful employment and the general welfare of
the people of this state require as a public purpose the promotion and development of
new and expanded business enterprises; and
WHEREAS, if the economic development corporation at any time fails to use the
property in for a public purpose, ownership of the property automatically reverts to the
municipality; and
WHEREAS, the City and AEDC desire that the City transfer its ownership in the real
property located at 101 South Powell Parkway Anna, Texas 75409 (the "Property") to
USE AGREEMENT Page 1
AEDC in accordance with Texas Local Government Code § 253.012 and as further set
forth in this Agreement;
NOW THEREFORE, FOR THE MUTUAL CONSIDERATION SET FORTH HEREIN,
THE PARTIES AGREE AS FOLLOWS:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Sale of Property; Public Purpose; Reversion.
The City agrees to sell the Property to AEDC under a special warranty deed subject to the
title of the Property automatically reverting to the City's ownership should AEDC fail to use
the Property for a public purpose as the City may determine in its sole discretion. Promptly
after any such reversion the City shall adopt a resolution memorializing the reversion and
recording the resolution and any other instruments as may be deemed necessary by the
City to have the land recordings of Collin County reflect 'the City's fee simple ownership of
the Property and all rights incident thereto including without limitation all improvements and
fixtures.
Section 3. Warranties. The accuracy of the warranties set forth in this Section 3 and other
provisions of this Agreement are conditions for the sale of the Property to AEDC. AEDC
shall notify the City if and when any of the following warranties are no longer accurate. The
failure to so notify the City is a material breach of this Agreement. AEDC warrants and
represents to the City the following:
3.01. Authority. AEDC has the authority to enter into and perform, and will perform, the
terms of this Agreement to the best of its ability.
3.02. Employment of Undocumented Workers. During the term of this Agreement,
AEDC agrees not to knowingly employ any undocumented workers and if convicted of a
violation under 8 U.S.C. Section 1324a (f), AEDC shall repay the amount of any
Reimbursement Payment or other funds received by AEDC from City from the date of this
Agreement to the date of such violation within 120 days after the date AEDC is notified by
City of such violation, plus interest at the rate of 4% compounded annually from the date
of violation until paid. AEDC is not liable for a violation of this section by a subsidiary,
affiliate, or franchisee of AEDC or by a person with whom AEDC contracts.
3.03. Litigation. No litigation or governmental proceeding is pending or, to the knowledge
of AEDC, is threatened against or affecting AEDC, or the Property, that may result in any
material adverse change in AEDC's business, properties or operation.
3.04. Breach of Contract. AEDC shall not be in breach of any other contract by entering
into and performing this Agreement. AEDC shall amend or enter into any other contract
that may be necessary for AEDC to fully and timely perform its obligations under this
Agreement.
USE AGREEMENT Page 2
3.05. No Boycotting Israel. AEDC verifies that the AEDC (including any wholly owned
subsidiary, majority -owned subsidiary, parent company, or affiliate of the AEDC) does not
Boycott Israel and agrees that during the term of this Agreement will not Boycott Israel as
that term is defined in Texas Government Code Section 808.001, as amended.
3.06. Verification Pursuant to Chapters 2252 and 2270 of the Texas Government
Code. As of the Effective Date, the AEDC represents that, to the extent this Agreement
constitutes a "governmental contract" within the meaning of Section 2252.151 of the Texas
Government Code, as amended, solely for purposes of compliance with Chapter 2252 of
the Texas Government Code, and except to the extent otherwise required or permitted by
or under applicable federal law, neither AEDC nor any wholly owned subsidiary, majority -
owned subsidiary, parent company or affiliate of the AEDC is a company listed by the
Texas Comptroller of Public Accounts under Sections 2270.0201 (as enacted by Acts
2017, 85th Leg., ch. 96, Senate Bill 253) or 2252.153 of the Texas Government Code.
3.07. Verifications Pursuant to Chapter 2274, Texas Government Code. (a) To the
extent this Agreement constitutes a contract for goods or services for which a written
verification is required under Section 2274.002 (as added by Senate Bill 13 in the 87th
Texas Legislature, Regular Session), Texas Government Code, as amended, the AEDC
hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and
other affiliates, if any, do not boycott energy companies and will not boycott energy
companies during the term of this Agreement. The foregoing verification is made solely to
enable the AEDC to comply with such Section and to the extent such Section does not
contravene applicable Texas or federal law. As used in the foregoing verification, " boycott
energy companies," a term defined in Section 2274.001(1), Texas Government Code (as
enacted by such Senate Bill) by reference to Section 809.001, Texas Government Code
(also as enacted by such Senate Bill), shall mean, without an ordinary business purpose,
refusing to deal with, terminating business activities with, or otherwise taking any action
that is intended to penalize, inflict economic harm on, or limit commercial relations with a
company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or
pledge to meet environmental standards beyond applicable federal and state law; or (B)
does business with a company described by (A) above. (b) To the extent this Agreement
constitutes a contract for goods or services for which a written verification is required under
Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular
Session), Texas Government Code, as amended, the AEDC hereby verifies that it and its
parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association and will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement. The foregoing verification is made solely to
enable the AEDC to comply with such Section and to the extent such Section does not
contravene applicable Texas or federal law. As used in the foregoing verification and the
following definitions, `discriminate against a firearm entity or firearm trade association,' a
term defined in Section 2274.001(3), Texas Government Code (as enacted by such Senate
USE AGREEMENT Page 3
Bill), (A) means, with respect to the firearm entity or firearm trade association, to (i) refuse
to engage in the trade of any goods or services with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association, (ii)
refrain from continuing an existing business relationship with the firearm entity or firearm
trade association based solely on its status as a firearm entity or firearm trade association,
or (iii) terminate an existing business relationship with the firearm entity or firearm trade
association based solely on its status as a firearm entity or firearm trade association and
(B) does not include (i) the established policies of a merchant, retail seller, or platform that
restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and
(ii) a company's refusal to engage in the trade of any goods or services, decision to refrain
from continuing an existing business relationship, or decision to terminate an existing
business relationship (aa) to comply with federal, state, or local law, policy, or regulations
or a directive by a regulatory agency or (bb) for any traditional business reason that is
specific to the customer or potential customer and not based solely on an entity' s or
association' s status as a firearm entity or firearm trade association, (b) `firearm entity,' a
term defined in Section 2274.001(6), Texas Government Code (as enacted by such Senate
Bill), means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined
in Section 2274.001(4), Texas Government Code, as enacted by such Senate Bill, as
weapons that expel projectiles by the action of explosive or expanding gases), firearm
accessories (defined in Section 2274.001(5), Texas Government Code, as enacted by
such Senate Bill, as devices specifically designed or adapted to enable an individual to
wear, cant', store, or mount a firearm on the individual or on a conveyance and items used
in conjunction with or mounted on a firearm that are not essential to the basic function of
the firearm, including detachable firearm magazines), or ammunition (defined in Section
2274.001(1), Texas Government Code, as enacted by such Senate Bill, as a loaded
cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport
shooting range (defined in Section 250.001, Texas Local Government Code, as a business
establishment, private club, or association that operates an area for the discharge or other
use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar
recreational shooting), and (c) ' firearm trade association,' a term defined in Section
2274.001(7), Texas Government Code (as enacted by such Senate Bill), means any
person, corporation, unincorporated association, federation, business league, or business
organization that (i) is not organized or operated for profit (and none of the net earnings of
which inures to the benefit of any private shareholder or individual), (ii) has two or more
firearm entities as members, and (iii) is exempt from federal income taxation under Section
501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of
that code.
Section 4. Miscellaneous.
4.01. Compliance with Laws. AEDC shall observe and obey all applicable laws,
ordinances, regulations, and rules of the Federal, State, county, and city governments
related to the Development.
USE AGREEMENT Page 4
4.02. Non -Discrimination. AEDC covenants and agrees that AEDC will not discriminate
nor permit discrimination against any person or group of persons, with regard to
employment and the provision of services for the Development on the grounds of race,
religion, national origin, marital status, sex, age, disability, or in any manner prohibited by
the laws of the United States or the State of Texas.
4.03. Time Periods. Time is of the essence in the performance of this Agreement.
4.04. Force Majeure. Each Party shall use good faith, due diligence and reasonable care
in the performance of its respective obligations under this Agreement, and time shall be of
the essence in such performance; however, in the event a Party is unable, due to force
majeure, to perform its obligations under this Agreement, then the obligations affected by
the force majeure shall be temporarily suspended equal to the time period the Party was
delayed, except that the obligation of any Party to make any payments required pursuant
to this Agreement shall not be suspended by force majeure. The term "force majeure" shall
include any delay due to any of the following acts or events: (a) wars, terrorism, civil
disturbances, riots, insurrections, civil unrest, vandalism and sabotage; (b) transportation
disasters, whether by sea, rail, air or land; (c) strikes, lockouts, work stoppage or slowdown
or other labor disputes or material shortages; (d) adverse weather conditions, including
rain of unusual duration or volume, hurricanes, lightning, tornadoes, earthquakes, floods
or acts of God; (e) epidemics or pandemics (but not including the COVID 19 pandemic) or
any governmental orders, actions, shut -downs, mandates, restrictions or quarantines, or
any quasi -governmental orders, actions, shut -downs, mandates, restrictions or
quarantines resulting from any epidemics or pandemics, and any public health
emergencies, whether declared by local, state or federal governmental authorities or
agencies; (f) labor shortages or moratoriums; (g) fire or other material casualty; (h)
mechanical failure of equipment; (i) utility delays or interruptions; 0) any emergency event
that threatens imminent harm to property or injury to persons; (k) any other causes of any
kind whatsoever, whether similar to those enumerated or not, which are beyond the control
of such Party in the performance of its obligations hereunder; provided, however, in all
cases, only to the extent that the Party claiming force majeure (1) did not cause such force
majeure condition, and (2) throughout the pendency of such force majeure condition,
utilizes commercially reasonable efforts to minimize the impact and delays caused by such
force majeure condition. If a Party is delayed due to force majeure, then such Party shall
provide written notice of the delay and applicable extension of time periods to the other
Party. In addition, a Party that has claimed the right to temporarily suspend its performance
under this section shall provide written reports to the other Party at least once every week
detailing: (i) the extent to which the force majeure event or circumstance continue to
prevent the Party's performance; (ii) all of the measures being employed to regain the
ability to perform; and (iii) the projected date upon which the Party will be able to resume
performance, which projected date the Parties agree and acknowledge is only an estimate
and not a binding commitment by the Party claiming force majeure.
USE AGREEMENT Page 5
4.05. Assignment. Except as provided below, AEDC may not assign all or part of its
rights and obligations under this Agreement to a third party without prior written approval
of City Council and the City, which approval will not be unreasonably withheld or delayed.
The City agrees, however, that AEDC may assign all or part of its rights and obligations
under this Agreement to any entity affiliated with AEDC by reason of controlling, being
controlled by, or being under common control with AEDC or to a third -party lender
advancing funds for the construction or operation of Public Improvements. The City
expressly consents to any assignment described in the preceding sentence and agrees
that no further consent of City Council or the City to such an assignment will be required.
AEDC agrees to provide the City with written notice of any such assignment. The foregoing
notwithstanding, any assignment of AEDC's rights under this Agreement shall not release
AEDC from its obligations hereunder.
4.06. INDEMNITY. AEDC COVENANTS TO FULLY INDEMNIFY, DEFEND, SAVE, AND
HOLD HARMLESS THE CITY, AND ITS OFFICIALS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS OR
SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
INCLUDING WITHOUT LIMITATION DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED
(INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND ASSOCIATED
EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS)
ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE
NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF AEDC, ITS
AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR
EMPLOYEES THAT RELATE IN ANY MANNER TO AEDC'S PERFORMANCE OF THIS
AGREEMENT OR TO THE PROPERTY, INCLUDING WITHOUT LIMITATION INJURY
OR DAMAGE TO PUBLIC OR PRIVATE PROPERTY. THE INDEMNITY PROVIDED FOR
ABOVE SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE
NEGLIGENCE OR FAULT OF THE CITY, ITS OFFICIALS, OFFICERS, AGENTS,
EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND
CONCURRING NEGLIGENCE OR FAULT OF CITY AND AEDC, RESPONSIBILITY AND
INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF
THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY
AVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY
DEFENSES OF THE PARTIES UNDER TEXAS LAW. AEDC'S OBLIGATIONS UNDER
THIS SECTION 4.06 SHALL SURVIVE THE TERM OF THIS AGREEMENT.
4.07. Events of Default by AEDC. In addition to other events of default by AEDC set
forth in this Agreement, each of the following events constitute a default of this Agreement
by AEDC:
(a) The City reasonably and in good faith determines that any representation or
warranty on behalf of AEDC contained in this Agreement or in any financial statement,
USE AGREEMENT Page 6
certificate, report, or opinion submitted to the City or the City in connection with this
Agreement was incorrect or misleading in any material respect when made.
(b) Any attachment or other levy against the Property or any portion thereof with respect
to a claim, excluding mechanic's and materialman's liens, remains unpaid, undischarged,
or not dismissed for a period of 120 business days.
(c) AEDC makes an assignment for the benefit of creditors.
(d) AEDC files a voluntary petition in bankruptcy or is adjudicated insolvent or bankrupt.
(e) If taxes owed to the City by AEDC become delinquent, and AEDC fails to timely and
properly follow the legal procedures for protest or contest.
(f) AEDC fails to timely, fully and completely comply with any one or more of the
deadlines, material requirements, obligations, duties, terms, conditions or warranties of this
Agreement.
(g) AEDC sells or attempts to sell the Property or any interest in the Property to any
third party. It shall not be a default under this Agreement if AEDC leases or licenses the
use of the Property or any part thereof to a third party provided that the lease or license
constitutes a public purpose. A "public purpose" under this Section 4.07(g) includes but is
not limited to a use that promotes new or expanded business enterprises.
4.08. Notice of Default. Should the City determine that AEDC is in default according to
the terms of this Agreement, the City shall notify AEDC in writing of the event of default,
and provide 30 business days from the date of the notice ("Cure Period") for AEDC to cure
the event of default; provided, however, in the event if such event of default is not able to
be cured within such 30-day period, AEDC shall be permitted additional time to effectuate
such cure, provided, that in no event shall the Cure Period exceed 60 business days from
the date of notice from the City. Notwithstanding the foregoing or any other provision
of this Agreement, any default related to or associated with AEDC failing to use the
Property for a Public Purpose as determined by the City in its sole discretion shall
result in title to the Property immediately and automatically reverting to the City, and
the City shall thereafter be the sole owner of the Property in fee simple title.
4.09. Results of Uncured Default by AEDC. After exhausting good faith attempts to
address any default during the Cure Period and, taking into account any extenuating
circumstances that might have occurred through no fault of AEDC, as determined by the
City, the AEDC shall pay the City its reasonable attorney fees, related expenses, and costs
of court to collect amounts due to enforce or terminate this Agreement. Upon full payment
by AEDC of all sums due, the City and AEDC shall have no further obligations to one
another under this Agreement. Neither the City nor AEDC may be held liable for any special
or consequential damages.
4.10. No Waiver. No waiver of any covenant or condition, or the breach of any covenant
or condition of this Agreement, constitutes a waiver of any subsequent breach of the
USE AGREEMENT Page 7
covenant or condition of this Agreement. No waiver of any covenant or condition, or the
breach of any covenant or condition of this Agreement, justifies or authorizes the
nonobservance on any other occasion of the covenant or condition or any other covenant
or condition of this Agreement. Any waiver or indulgence of AEDC's default may not be
considered an estoppel against the City. It is expressly understood that if at any time AEDC
is in default in any of its conditions or covenants of this Agreement, the failure on the part
of the City to promptly avail itself of the rights and remedies that the City may have, will not
be considered a waiver on the part of the City, but the City may at any time avail itself of
the rights or remedies or elect to terminate this Agreement on account of the default.
4.11. Limitation of Remedies. AEDC specifically agrees that the City shall not be liable
to AEDC for any actual or consequential damages, direct or indirect, interest, attorney fees
or related expenses, or cost of court for any act of default by the City under the terms of
this Agreement.
4.12. Notices. Any notice and/or statement required and permitted to be delivered under
this Agreement shall be deemed delivered by depositing the same in the United States
mail, certified with return receipt requested, proper postage prepaid, addressed to the
appropriate party at the following addresses, or at such other addresses provided by the
Parties in writing.
AEDC:
Anna Economic Development Corporation
Attn: Director of Economic Development
120 W. 7th Street
Anna, Texas 75409
CITY:
City of Anna
Attn: City Manager
120 W. 7th Street
Anna, Texas 75409
Notice is effective upon deposit in the United States mail in the manner provided above.
4.13. Incorporation of Other Documents. The Exhibits referenced in this Agreement
and attached hereto are incorporated herein as if set forth in full for all purposes. Said
Exhibits include the following: Exhibit 1, Legal Description of the Property
4.14. Amendments or Modifications. No amendments or modifications to this
Agreement may be made, nor any provision waived, unless in writing signed by a person
duly authorized to sign Agreements on behalf of each party.
4.15. Relationship of Parties. In performing this Agreement, both the City and AEDC will
act in an individual capacity, and not as agents, representatives, employees, employers,
USE AGREEMENT Page 8
partners, joint -venturer, or associates of one another. The employees or agents of either
party may not be, nor be construed to be, the employees or agents of the other party for
any purpose. Except as expressly set forth in this Agreement, at no time shall the City or
the City have any control over or charge of AEDC's ownership or use of the Property or
design, construction or installation of any infrastructure or improvements on or related to
the Property, nor the means, methods, techniques, sequences or procedures utilized for
said design, construction or installation. This Agreement does not create a joint enterprise
between the City and AEDC.
4.16. Captions. The captions in this Agreement are for convenience only and are not a
part of this Agreement. The captions do not in any way limit or amplify the terms and
provisions of this Agreement.
4.17. Severability. If for any reason, any section, paragraph, subdivision, clause,
provision, phrase or word of this Agreement or the application of this Agreement to any
person or circumstance is, to any extent, held illegal, invalid, or unenforceable under
present or future law or by a final judgment of a court of competent jurisdiction, then the
remainder of this Agreement, or the application of the term or provision to persons or
circumstances other than those as to which it is held illegal, invalid, or unenforceable, will
not be affected by the law or judgment, for it is the definite intent of the Parties to this
Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word
of this Agreement be given full force and effect for its purpose. To the extent that any clause
or provision is held illegal, invalid, or unenforceable under present or future law effective
during the term of this Agreement, then the remainder of this Agreement is not affected by
the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or
provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as
may be possible and be legal, valid, and enforceable, will be added to this Agreement
automatically.
4.18. Venue. Venue for any legal action related to this Agreement is in Collin County,
Texas.
4.19. Interpretation. The Parties have been represented by counsel of their choosing in
the negotiation and preparation of this Agreement. This Agreement was drafted equally by
the Parties hereto. The language of all parts of this Agreement shall be construed as a
whole according to its fair meaning, and any presumption or principle that the language
herein is to be construed against any Party shall not apply.
4.20. Sole Agreement. This Agreement constitutes the sole agreement between the City
and AEDC as relates to the Development. Any other prior agreements, promises,
negotiations, or representations related to the Development, verbal or otherwise, not
expressly stated in this Agreement, are of no force and effect.
4.21. Third Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
USE AGREEMENT Page 9
4.22. Binding Agreement. This Agreement shall be binding on and inure to the benefit
of the Parties to it and their respective heirs, executors, administrators, legal
representatives, successors, and permitted assigns.
4.23. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and the binding agreement of each Party to the terms
herein, but all of which together will constitute one and the same instrument.
4.24. Recording. The Parties agree that this Agreement, or any memorandum or short
form of this Agreement, may be recorded.
[THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY; SIGNATURE PAGE(S) FOLLOW]
USE AGREEMENT Page 10
ANNA ECONOMIC DEVELOPMENT CORPORATION, a Texas Type A development
corporation
By: A&i
Bruce Norwood, its President
State of Texas
County of Collin
Before me, on this day personally appeared, Bruce Norwood, known 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 Anna Economic Developmeni
Corporation for the purposes and consideration therein expressed and on behalf of said
corporation.
Given under my hand and seal of office this /04-h day of 2022.
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Notary — State of Texas
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USE AGREEMENT Page 11
CITY OF ANNA, TEXAS, a Texas home -rule municipality
BY: f�
Nate Pike, Mayor
State of Texas
County of Collin
Before me, on this day personally appeared Nate Pike, known 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 Mayor of the City of Anna, Texas.
Given under my hand and seal of office this (L day of A2022.
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USE AGREEMENT Page 12
EXHIBIT 1
LEGAL DESCRIPTION OF THE PROPERTY
Lot 1 of Independent Bank Addition, an Addition to the City of Anna, Texas, according to the Map
thereof recorded in Volume P, Page 209, of the Map Records of Collin County, Texas.
EXHIBIT 1 to USE AGREEMENT Page Solo
EXHIBIT B
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 DRIVERS' LICENSE NUMBER.
After Recording Return to:
City of Anna
Attention: City Manager
120 W. 7th Street
Anna, Texas 75409
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF COLLIN §
As used herein, the following terms shall have the following meanings:
Grantor: City of Anna, Texas,
a Texas home -rule municipality
Grantor's Mailing Address: City of Anna, Texas
Attention: City Manager
120 W. 7th Street
Anna, Texas 75409
Grantee: Anna Economic Development Corporation,
a Texas Type A development corporation
Grantee's Mailing Address: Anna Economic Development Corporation
Attention: Director of Economic Development
120 W. 7th Street
Anna, Texas 75409
Consideration: In accordance with Texas Local Government Code § 253.012,
consideration for the sale of the Property is Grantee's unconditional promise to Property in a
manner that primarily promotes a public purpose of the Grantor.
Special Warranty Deed Page 1
Property (including any improvements): Real property situated in Collin County, Texas, being
Lot 1 of Independent Bank Addition, an Addition to the City of Anna, Texas, according to the Map
thereof recorded in Volume P, Page 209, of the Map Records of Collin County, Texas.
Conveyance: Subject the reversion clause set forth below, Grantor, for the Consideration
stated above, grants, sells, and conveys to Grantee the Property in fee simple title, together will
all and singular the rights and appurtenances thereto in any way belonging to have and to hold it
to Grantee and Grantee's successors and assigns forever. Grantor binds Grantor and Grantor's
successors and assigns to warrant and forever defend all and singular the Property to Grantee
and Grantee's successors and assigns against every person whomsoever lawfully claiming or to
claim the same or any part thereof when the claim is by, through or under Grantor or Grantor's
successors and assigns but not otherwise.
Reversion: The Property shall automatically revert to Grantor if the Grantee at any time fails to
use the Property in a manner that primarily promotes a public purpose of the Grantor.
When the context requires, singular nouns and pronouns include the plural.
EXECUTED and EFFECTIVE on the date(s) of the acknowledgment(s) below:
GRANTOR:
CITY OF ANNA, TEXAS,
a Texas home -rule municipality
Nate Pike, Mayor
THE STATE OF TEXAS §
COUNTY OF COLLIN §
BEFORE ME, the undersigned authority, on this day personally appeared, Nate Pike,
known to me to be one of the persons whose name is subscribed to the foregoing instrument and
he acknowledged to me that he executed the same for the purposes and consideration therein
stated and in the capacity therein stated as the act and deed of the City of Anna, Texas, a Texas
home -rule municipality.
(Seal)
IN WITNESS WHEREOF, I have hereunto set my hand and seal of the office this
day of 20
Notary Public- State of Texas
My Commission Expires:
Special Warranty Deed Page 2
Agreed and Accepted:
GRANTEE:
ANNA ECONOMIC DEVELOPMENT
CORPORATION,
a Texas Type A development corporation
By:
THE STATE OF TEXAS §
COUNTY OF COLLIN §
Bruce Norwood, its President
BEFORE ME, the undersigned authority, on this day personally appeared, Bruce
Norwood, known to me to be one of the persons whose name is subscribed to the foregoing
instrument and he acknowledged to me that he executed the same for the purposes and
consideration therein stated and in the capacity therein stated as the act and deed of the Anna
Economic Development Corporation, a Texas Type A development corporation.
(Seal)
IN WITNESS WHEREOF, I have hereunto set my hand and seal of the office this
day of 20
Notary Public- State of Texas
My Commission Expires:
Special Warranty Deed Page 3
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 DRIVERS' LICENSE NUMBER.
After Recording Return to:
City of Anna
Attention: City Manager
120 W. 7th Street
Anna, Texas 75409
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS.
COUNTY OF COLLIN §
As used herein, the following terms shall have the following meanings:
Grantor: City of Anna, Texas,
a Texas home -rule municipality
Grantor's Mailing Address: City of Anna, Texas
Attention: City Manager
120 W. 7th Street
Anna, Texas 75409
Grantee: An Economic Development Corporation,
a Texas Type A development corporation
Grantee's Mailing Address: Anna Economic Development Corporation
Attention: Director of Economic Development
120 W. 7th Street
Anna, Texas 75409
Consideration:. In accordance with Texas Local Government Code § 253.012,
consideration for the sale of the Property is Grantee's unconditional promise to Property in a
manner that primarily promotes a public purpose of the Grantor.
Property (including any improvements): 0.879 acres of real property situated in Collin
County, Texas, being Lot 1 of Independent Bank Addition, an addition to the City of Anna, Texas,
according to the Map thereof recorded in Volume P, Page 209, of the Map Records of Collin
County, Texas.
Special Warranty Deed Page 1
Conveyance: Subject the reversion clause set forth below, Grantor, for the Consideration
stated above, grants, sells, and conveys to Grantee the Property in fee simple title, together will
all and singular the rights and appurtenances thereto in any way belonging to have and to hold it
to Grantee and Grantee's successors and assigns forever. Grantor binds Grantor and Grantor's
successors and assigns to warrant and forever defend all and singular the Property to Grantee
and Grantee's successors and assigns against every person whomsoever lawfully claiming or to
claim the same or any part thereof when the claim is by, through or under Grantor or Grantor's
successors and assigns but not otherwise.
Reversion: The Property shall automatically revert to Grantor if the Grantee at any time fails to
use the Property in a manner that primarily promotes a public purpose of the Grantor.
When the context requires, singular nouns and pronouns include the plural.
EXECUTED and EFFECTIVE on the dates) of the acknowledgments) below:
GRANTOR:
CITY OF ANNA, TEXAS,
a Texas home -rule ricipali
By:
THE STATE OF TEXAS §
COUNTY OF COLLIN §
N
ate Pi�Ce, Mayor
BEFORE ME, the undersigned authority, on this day personally appeared, Nate Pike,
known to me to be one of the persons whose name is subscribed to the foregoing instrument and
he acknowledged to me that he executed the same for the purposes and consideration therein
stated and in the capacity therein stated as the act and deed of the City of Anna, Texas, a Texas
home -rule municipality.
IN WITNESS H REOF, I have hereunto set my hand and seal of the office this
(���-��
"" Notary Public- State of Texas
tfq
My Notary IVIF I 9404 My Commission Expires:
F no ,E+,, Expires February 4, 2023
Special Warranty Deed Page 2
Agreed and Accepted.
GRANTEE:
ANNA ECONOMIC DEVELOPMENT
CORPORATION,
a Texas Type A development corporation
By:
BruceA-Orwoodl its President
THE STATE OF TEXAS §
COUNTY OF COLLIN §
BEFORE ME, the undersigned authority, on this day personally appeared, Bruce
Norwood, known to me to be one of the persons whose name is subscribed to the foregoing
instrument and he acknowledged to me that he executed the same for the purposes and
consideration therein stated and in the capacity therein stated as the act and deed of the Anna
Economic Development Corporation, a Texas Type A development corporation.
N WITNESS WHERE F, I have hereunto set my hand and seal of the office this
LU day of W ZU04 J . .
`�vJQ;o�PRV PU84 •F,p
s
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My Commission Expires: �� / ' o�
Special Warranty Deed Page 3
Collin County
Honorable Stacey Kemp
Collin County Clerk
Instrument Number: 2022000151673
Real Property
DEED
Recorded On: October 12, 2022 10:17 AM
Number of Pages: 4
" Examined and Charged as Follows: "
Total Recording: $34.00
*********** THIS PAGE IS PART OF THE INSTRUMENT ***********
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information:
Document Number:
Receipt Number:
2022000151673
20221012000140
Recorded Date/Time: October 12, 2022 10:17 AM
User:
Station:
Donna F
Station 12
CITY OF ANNA
PO BOX 776
ANNA TX 75409
STATE OF TEXAS
Collin County
I hereby certify that this Instrument was filed in the File Number sequence on the date/time
printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas
Honorable Stacey Kemp
Collin County Clerk
Collin County, TX
L