HomeMy WebLinkAboutRes 2019-04-569 Joiner Construction Co., Inc., Sale and Leaseback (Municipal Complex Facilities)lei I • . 10 rim I 1
RESOLUTION NO. mol q- 04-6-6 q
WHEREAS, the City Council of the City of Anna, Texas ("City Council'), has found that
the real property owned by Joiner Construction Company, Inc. ("Joiner") located at 206
E. 7th Street, Anna, Texas 75409 (the "Property") is needed for the municipal complex
project; and
WHEREAS, Joiner is willing to sell the Property to the City; and
WHEREAS, the City is willing to temporarily lease a portion of the Property to Joiner;
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 purchase property and execute agreement.
The City Council hereby approves, subject to approval by the City Attorney as to legal form,
the Contract for Sale and Leaseback of Real Property (the "Contract") and authorizes
acquisition of fee simple title of the Property by warranty deed and the City Council further
hereby authorizes, approves, and ratifies the City's duly authorized agents, including the
Mayor or City Manager, to execute or to have executed all required instruments and related
documents necessary to accomplish the land purchase and leaseback identified in this
resolution.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the
23rd day of April 2019.
ATTEST: APPROVED:
OF
"Zuw
City Secretary, Carrie L. Smith * tZyor, Nate Pike
CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY 1(,
da of
This Contract for Sale and Leaseback of Real Property (this "Agreement") is made on the Y
2019 by Joiner Construction Company, Inc., a Texas corporation with its principaalhpole of
Joiner" and the Cit of Anna, Texas,
business at 11408 Chairman Drive, Dallas,
Texas 7 T Texas 75409 (the "City")-
municipality
City")-municipality located at 111 N. Powell Parkway, Anna,
Recitals
collectively,
Collin County, and includes Anna origin
Joiner is the owner of real property located in the Anna OrigBrantley Sur.,Tr. Donation,147, Anna, Collin Co., Texas
Donation (Can), Blk 2, Lot 1-5 8 9 & ABS -71 Henry Y
the "Property"), located at the street address commonly known as 206 E. 71 Street, Anna, Texas 75409.
Joiner desires to sell and the City desires t chase the Properly in fee simple on the terms stated below, with
conveyance to be made by general warranty deed
The City and Joiner desire that Joiner lease and occupy a certain portion of the Property (the "Leaseback") for a certain
period of time after the City purchases the Property on the terns stated below and in the Leaseback.
The effective date of this Agreement is the date first stated above (the "Effective Date").
Therefore, Purchaser and Seller contract as follows:
Section L
Purchase Price
The purchase price of the Property is $1,300200 (the "Purchase Price").
Section II.
Terms of Payment, Taxes, 1033 Exchange
On the execution of this Agreement, the City or Joiner may deliver a copy of same to Red River Title Company at
805 W. White St. #300, Anna, Texas 75409 (the "Title Company").
At Closing (as defined in Section YI of this Agreement), the City will pay the full amount of the Purchase Price to
Joiner with the passing of title of the Property to the City as specified in this Agreement. The Purchase Price shall be
paid in U.S. dollars in the form of a cashier's check or other form acceptable to Joiner.
Joiner shall be solely responsible to timely pay or cause to be paid all 2019 ad valorem taxes and all previous years'
ad valorem taxes on the Property.
Notwithstanding any other provision of this Agreement, Joiner contemplates acquiring other property as a like -kind
exchange under IRC 1031 or 1033 and the City acknowledges and agrees that the City's acquisition of fee simple
title to the Property under this Agreement is in lieu of the City taking fee simple title of the Property by eminent
domain. The City further agrees to execute all documents reasonably required to show that its acquisition of fee
simple title to the Property under this Agreement was in lieu of the City taking fee simple title of the Property by
eminent domain and this obligation to execute such documents shall survive Closing; provided, however, that the
City shall not be required to undertake any act that would require the City to: (1) incur material costs
("material" for the purposes of this paragraph means costs over $100 total); or (2) stipulate to or represent facts or
circumstances that are false or that are not within the City's personal knowledge.
Section III.
Surveys
Not later than 30 days after the execution of this Agreement, the City, at its sole cost, will furnish Joiner and the Title
Company with an updated survey of the Property.
CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 1
The survey shall be a current on -the -ground survey 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, as amended, and shall be adequate to enable the
Title Company to delete the survey exception in the Title Policy (except for "shortages in area"), at the City's expense.
Section IV.
Titles and Title Investigation
Title Commitment. Within 15 days of receipt of the survey, the title officer shall have examined the abstracts covering
the Property and shall have furnished: (1) the City with a Title Commitment for title to the Property and legible copies
of the instruments referenced in said Title Commitment. "Title Commitment" means a Commitment for Issuance of a
Title Policy, stating the condition of title to the Property. The "effective date" stated in the Title Commitment must be
after the Effective Date of this Agreement. "Title Policy" means an Owner Policy of Title Insurance issued by Title
Company, in conformity with the last Title Commitment delivered to and approved by the respective parties to this
Agreement. The City shall pay all costs associated with any Title Commitment issued to the City under this
Agreement.
Title Objections. Within 15 days of the date that the City receives the Title Commitment ("Title Objection Deadline")
the City shall have reviewed the Title Commitment and City Survey and notify Joiner and Title Company of its
objections to any of them ("Title Objections"). The City will be deemed to have approved all matters reflected by the
Title Commitment to which the City has made no Title Objection by the Title Objection Deadline. The matters that
the City either approves or is deemed to have approved are "Permitted Exceptions." If the City notifies Joiner of any
Title Objections, Joiner has fifteen (15) days from receipt of the Title Objections to notify the City whether Joiner
agrees to cure the Title Objections before Closing ("Cure Notice"). If Joiner does not timely provide its Cure Notice
or timely gives its Cure Notice but does not agree to cure all the Title Objections before Closing, the City may, within
five days after the deadline for the giving of the Cure Notice (said five-day period being referenced herein as the "City
Notice Deadline"), notify Joiner that either this Agreement is terminated or the City will proceed to close, subject to
such objections, which the City shall accept and to which Joiner has no responsibility to cure.
Section V.
Termination of Existing Leases and Leaseback
Joiner represents and warrants that it is the sole owner of the Property and agrees that prior to Closing, it shall take all
actions necessary to fully and finally terminate and extinguish any existing lease, leasehold interest, or other
possessory interest in or claim to the Property held by Wells/McCoy Steel Services, Inc. or any other person or entity
such that at Closing no person or entity shall have any right(s) to any lease, leasehold interest, or other possessory
interest in the Property. Joiner shall indemnify and hold the City harmless from any claim by any person or entity
claiming any right(s) to any lease, leasehold interest, or other possessory interest in the Property where such lease,
leasehold interest or other possessory interest was established before Closing.
Simultaneously with Closing and transfer of title of the Property to the City, Joiner and the City shall execute and
deliver the Leaseback of the Property with City as lessor and Joiner as lessee, in the form and content set forth in
Exhibit A attached to this Agreement. The Leaseback shall terminate upon the expiration of 12 full months after the
month in which Closing occurs or earlier if terminated earlier in accordance with the terms of the Leaseback.
Section VI.
Closing of Title
The Closing of the purchase and sale of the Property under this Agreement ("Closing") shall occur on or before the
expiration of 20 days after the City Notice Deadline or another date as may be mutually agreed to in writing by the
City and Joiner; provided, however, that Closing shall occur on or before May 31, 2019 or this Agreement shall
terminate. Each party shall pay their own closing costs and attorney fees in this transaction.
CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY P AUE 2
Section VII.
miscellaneous
1. Notices. Any notice required by or permitted under this Agreement must be in writing. Any notice
required by this Agreement 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 Agreement. 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.
To the City:
City Manager
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
With a copy to:
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To Joiner:
Frank B. Joiner
Joiner Construction Co., Inc.
11408 Chairman Drive
Dallas, Texas 75243
2. Entire Contract. This Agreement, together with its recitals, exhibits, and any documents required
to be delivered at Closing constitute the entire agreement of the parties concerning the purchase and sale of the
Property and the sale, purchase, and Leaseback of the Property. There are no oral representations, warranties,
agreements, or promises pertaining to the subject of this Agreement not incorporated in writing in this Agreement.
3. Amendment. This Agreement may be amended only by an instrument in writing signed by all
parties.
4. Assignment. This Agreement shall not be assigned by either party without the other parry's written
consent for assignment to a specific buyer.
5. Survival. The obligations of this Agreement that camiot be performed before termination of this
Agreement or before Closing will survive termination of this Agreement or Closing, and the legal doctrine of merger
will not apply to such obligations.
6. Choice of Law; Venue; Alternative Dispute Resolution. This Agreement will be construed under
the laws of the state of Texas, without regard to choice -of -law rules of any jurisdiction. Exclusive venue for any
dispute arising under, in connection with, or in any manner related to this Agreement is in Collin County, Texas. Time
permitting, the parties will submit in good faith to a nonbinding alternative dispute resolution process before filing a
suit concerning this Agreement. The parties shall not under any circumstances be required to submit any dispute to
arbitration.
7. Waiver of Default. It is not a waiver of default if the nondefaulting party fails to declare or delays
declaring a default or delays taking any other action with respect to the default.
CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY rAU s
8. No Third -Party Beneficiaries. There are no third -party beneficiaries of this Agreement.
9. Severability. The provisions of this Agreement are severable. If a court of competent jurisdiction
finds that any provision of this Agreement 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 Agreement.
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 Agreement is executed in multiple counterparts, all counterparts taken
together will constitute this Agreement.
13. Confidentiality. The parties will keep confidential this Agreement, 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 title or either party to close this transaction.
14 Attorneys' Fees. The prevailing party in any proceeding brought to enforce this Agreement, or
brought relating to the transaction contemplated by this Agreement, will be entitled to recover, from the non -prevailing
party, court costs, reasonable attorneys' fees and all other reasonable related expenses.
15. Contract as Offer. The execution of this Agreement 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 Agreement and delivering
a fully executed copy to the first party within ten (10) days after the date this Agreement is executed by the first party,
then the first party may withdraw that offer by delivering a written notice to the other party.
16. Commission. The parties hereby represent to each other that neither has entered into any agreement
or understanding that would give rise to a real estate commission being owed in connection with this Agreement or
the conveyance of the Property, and each of the parties shall indemnify and hold the other harmless against any
commission, payment, interest or participation claimed on account of this Agreement with any party under any alleged
agreement or understanding entered into on that party's behalf with the person or entity claiming the commission,
payment, interest or participation.
17. CONDITION OF PROPERTY. THE CITY UNDERSTANDS AND ACKNOWLEDGES
THAT IF IT CLOSES ON THE PROPERTY IT WILL ACCEPT THE PROPERTY WITHOUT RECOURSE,
REPRESENTATION OR WARRANTY (EXCEPT AS SPECIFICALLY SET OUT IN THIS AGREEMENT) OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND JOINDER IS SELLING THE PROPERTY AS IS,
WHERE IS, AND WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTY (ALL OF
WHICH JOINER HEREBY DISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE,
MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION,
COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH
LAWS AND REGULATIONS. THE CITY HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES
THAT JOINER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR
OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OCCUPANCY,
CONSTRUCTION, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE
PROPERTY.
In witness of their agreement, the parties have executed this Agreement on the date(s) shown below.
[REMAINDER OF PAGE LEFT BLANK. SIGNATURE PAGES FOLLOW.]
CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 4
THE CI Y F ANNA XAS
By:
Print d e:
Title. C'
Date: L -`
STATE OF TEXAS
COUNTY OF COLLIN
Bef e me, the undersigned notary public, on the Q4—ay of 2019, personally appeared
CV known to me (or proved to me) to be the p rson whose name is subscribed to the
fog
instrument and acknowledged to me that he executed the same in his capacity as and on
behalf of
r CABBIE L SMITH
My Notawt # 19h13W °
x:^ FWXUWY�►2423
Notary Public, State of Texas
JOINER CONSTRUCTION COMPANY, INC.
Fr B. Joiner, its President
STATE OF TEXAS §
COUNTY OF COLLIN § 1.
Before me, the undersigned notary public, on theJ-6day ofks
� 2019, personally appeared
Frank B. Joiner known to me (or proved to me) to be the person whose name scribed to the foregoing instrument
and acknowledged to me that he executed the same in his capaci a resident of Joiner Construction Company, Inc.
Pay"P JOE ASTON ([1
Notary Public Notary Public' tate of Texas
STATE OF TEXAS
';a,. �v pyo Notary ID #1273925-9
�'%9Tf pf <``}a F,ty Comm. Exp. JUne 30, 2020
Title Co ipt
Title Company acknowledges receipt of a copy of this Agreement executed by both Buyer and Seller.
Red River Title Company
BY:
Printed Name:
Title:
Date: 2019.
CONTRACT FOR SALE AND LEASEBACK OF REAL PROPERTY PAGE 5
(: iail 1�1
LEASE AGREEMENT
'r111S LEASE AGREEMENT (this "Lease") is entered into by and between the City of Anna, Texas, a
Texas home -rule municipality ("Landlord") and Joiner Construction Company, Inc., a Texas corporation ("Tenant").
For valuable consideration the parties agree and act as follows:
1. Definitions. The following terms have the meanings set forth below:
(a) City Council. The City Council of the City of Anna, Texas.
(b) Effective Date. The effective date of this Lease and the date upon which this Lease shall take effect
is the date of the Closing, as that term is defined in Section VI of that certain Contract for Sale and Leaseback of
Real Property ("Conveyance Agreement") under which fee simple title to the Property was sold and conveyed by
Tenant to Landlord.
(c) Leased Premises. The Leased Premises is located in the City of Anna, Collin County, Texas and
solely includes: (1) an approximately 1.80 -acre portion of the Property ("Lease Area I") including only those
structures and appurtenances existing thereon as of the Conveyance Date ("Existing improvements"). said Lease
Area l being more particularly described and depicted in the attached Exhibit 1; and (2) an approximately 0.506-
acre portion of real property owned by Landlord that adjoins the Property ("Lease Area 2") said Lease Area 2 being
more particularly described in the attached Exhibit 1.
(d) Lease Term. Unless terminated sooner in accordance with the terms of this Lease, a term
commencing upon conveyance of the Property from Tenant to Landlord ("Conveyance Date") under the
Conveyance Agreement and ending on the expiration of the last day of the month that is 12 full months after the
month during which the Conveyance Date occurred.
(e) Permitees. All officials, officers, directors, employees, agents, contractors, customers, visitors and
invitees of Tenant at the Leased Premises.
(f) Permitted Exceptions. The conditions, restrictions, easements and encumbrances, if any, affecting
title to the Leased Premises set forth in the owner's title of policy insurance obtained by Landlord pursuant to the
Conveyance Agreement.
(g) Property. The real property located in the Anna Original Donation, Collin County, including Anna
Original Donation (Can), Blk 2, Lot 1-5 8 9 & ABS -71 Henry Brantley Sur., Tr. 147, Anna, Collin Co., Texas, said
tract(s) being located at the street address commonly known as 206 E. 7`h Street, Anna, Texas 75409.
(h) Specific Use. The use by Tenant or a sublessee of Tenant of the Leased Premises solely as the site
of: (1) a steel fabrication business including the onsite fabrication of heavy structural steel on Leased Area 1; and (2)
parking of Permittee vehicles on Lease Area 2.
2. Demise, Lease Term.
(a) Demise and Grant of Leased Premises. Landlord hereby leases to Tenant and Tenant accepts from
Landlord under the terms, provisions and conditions of this Lease the Leased Premises solely for the Specific Use
comtencing on the Effective Date hereof and continuing until the expiration of the Lease Term or earlier
termination as hereinafter provided. The Lease Term and this Lease shall automatically expire immediately if: (1)
the Leased Premise is used for any purpose other than the Specific Use; or (2) the Specific Use is not continued for a
period more. than 30 consecutive days.
(b) Quiet Enjoyment. Upon Tenant's payment of all rent hereunder as same becomes due and
observance and performance of the covenants, terns and conditions to be observed and performed by Tenant
pursuant to this Lease, Tenant shall have throughout the Lease Term, peaceful, quiet and undisturbed use and
possession of the Leased Premises solely for the Specific Use and all rights and privileges appertaining thereto,
subject to the terms, conditions and provisions of this Lease.
(c) Landlord's Title, Subordination. Landlord covenants, represents and warrants to Tenant as follows:
(1) Title. Landlord hereby represents and warrants that it owns good and indefeasible fee simple
title in and to the Leased Premises, subject only to the Permitted Exceptions, and has full right and authority to make
this Lease.
(2) No Actions. There are no actions, suits or proceedings pending or to the best of Landlord's
knowledge, threatened against Landlord and affecting any portion of the Leased Premises, at law or in equity, or
before any federal, state, municipal or other governmental court, department, cornmission, board, bureau, agency or
instrumentality, domestic or foreign.
(3) Authority. The execution and consummation of this Lease by Landlord has been duly
authorized and does not result in a breach of any of the terms or provisions of, or constitute a default under, any
indenture, agreement, instrument or obligation to which Landlord is a party or by which the Leased Premises or any
portion thereof is bound. However, notwithstanding the foregoing or any term or provision of this Lease, any and a{I
rights and obligations of Landlord and Tenant hereunder are subject to and shall not be effective unless and until
there has been formal approval or conditional approval by the City Council of this Lease at a duly noticed public
meeting.
(f) Condition of Leased Premises. TENANT UNDERSTANDS AND ACKNOWLEDGES ITS
ACCEPTANCE OF THE LEASED PREMISES iS WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY (EXCEPT AS SPECIFICALLY SET OUT HEREIN) OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY AND LANDLORD IS LEASING THE I.,EASED PREMISES AS IS, WHERE IS, AND WITH ALL,
FAULTS, AND WITHOUTREPRESENTATIONS OR WARRANTY (ALL OF WHICH LANDLORD HEREBY
DISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN,
QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH
SPECIFICATIONS, ABSENCE, OF LATENT DEFECTS, OR COMPLIANCE WITH LAWS AND
REGULATIONS. TENANT HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT
LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR
OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OCCUPANCY,
CONSTRUCTION, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE
LEASED PREMISES. TENANT ACKNOWLEDGES THAT TENANT HAS INSPECTED THE LEASED
PREMISES AND ACCEPTS THE LEASED PREMISES "AS IS," "'WHERE IS" AND "WITH ALL FAULTS."
3. Rent and Taxes. Tenant shall pay Landlord the following amounts:
(a) Rent.
(1) Tenant shall pay to Landlord as rent ("Rent") for the Leased Premises for the Lease
Term, a single lump sum payment of $10, the receipt and sufficiency of which is hereby acknowledged.
(2) If Tenant occupies or possesses the Leased Premises or any portion thereof after the
expiration of the Lease Term for any reason, the Rent shall increase to $5,000 per month or partial month
(with no proration) due on the fifth day of each month beginning with the month following expiration of
the Lease Term.
(b) Taxes. Tenant shall be liable to timely pay or reimburse Landlord for any taxes that may become due
during the Lease Term on a pro rata basis calculated as a percentage of the tax liability for the number of days in the
applicable tax year during which Tenant occupies the Property under this Lease. Either Landlord or Tenant may
dispute taxation of the Leased Premises or any portion thereof.
LEASE AGREEMENT PAGE 2
4. Improvements, Additions and Repairs.
(a) Delivery of Leased Premises. Landlord shall deliver exclusive possession of the Leased Premises to
Tenant upon the beginning of the Lease Term, subject only to the provisions and terms of this Lease and the
Permitted Exceptions.
(b) Alterations and Improvements. With the exception of signs erected in conformance with applicable
laws and ordinances, and construction of Improvements as approved in writing by Landlord and, set forth on one or
more site plans submitted to and formally approved by the City Council during a duly posted meeting, and
constructed in accordance with construction plans submitted to and approved in writing by the City or City staff,
Tenant may not at anv time construct, alter, change, expand any Improvements now or hereafter situated on the
Leased Premises; provided, however, that with the written permission of the City Manager and in accordance with
all applicable laws and ordinances, Tenant shall be permitted to demolish and remove any and all Improvements
and/or portions thereof located on the Leased Premises. if any such new construction by "Tenant is at any time
approved:
(1) All such work shall be performed in a good and workmanlike manner, in accordance with
accepted standards of engineering and architecture, if applicable, and in accordance with local, state and federal law,
including but not limited to the Americans with Disabilities Act; and
(2) Such construction, alteration, additions, changes or demolishment shall be in compliance
with all applicable building codes, zoning, rules, regulations and ordinances affecting construction of such
alterations, additions, and changes and shall be commenced only after Tenant has been duly granted all legally
required permits for same.
(c) No Mechanic's Liens. Tenant shall not permit any mechanic's or mated alman's liens to be filed
against Landlord's interest in the Leased Premises arising out of the Tenant improvements (unless the same are fully
bonded so as to cause same to be removed in accordance with applicable law), and Tenant shall indemnify, defend
(using counsel acceptable to Landlord in its reasonable discretion), and hold harmless Landlord from and against
any costs, liability or expense, including attorneys fees and related expenses, attributable to any such liens. 'Tenant's
obligations under this paragraph 4(c) shall expressly survive the expiration or earlier termination of this Lease.
(d) Environmental. Tenant or any sublessee of Tenant shall use the Leased Premises solely for the
Specific Use, shall conduct its business in a lawful manner and shall not make or permit any unlawful use of the
Leased Premises. Tenant will, at its own expense, promptly comply with all laws, regulations, and ordinances
affecting the Leased Premises and the cleanliness, safety, occupancy, and use thereof. TENANT SHALL
INDENTNIFY, DEFEND (USING COUNSEi. ACCEPTABLE TO LANDLORD IN ITS REASONABLE
DISCRETION) AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY COST, LIABILITY OR
EXPENSE ARISING OUT OF OR ATTRIBUTABLE TO ANY CLAIMS, DEMANDS, CAUSES OF ACTION,
FINES, PENALTIES, LIABILITY OR EXPENSES (INCLUDING ATTORNEY FEES, RELATED EXPENSES,
AND COURT COSTS) .ARISING OUT OF OR RELATED 'TO THE EXISTENCE, REMOVAL OR DISPOSAL
OF ANY TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS WITHiN OR UPON THE LEASED
PREMISES CAUSED BY TENANT, ITS ENIPLOYEES, OFFICERS, AGENTS, SUBLESSEES OR
REPRESENTATIVES BEFORE OR DURING THE LEASE TERM. FOR PURPOSES HEREOF, THE PHRASE
"TOXIC OR IIAZARDOUS SUBSTANCES OR MATERIALS" SHALL iNCLUDE ITEMS COVERED BY THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980,42
U.S.C. §§9601-75(1986), AS AMENDED BY THE SUPERFUND AMENDMENT AND REAUTHORIZATION
ACT, PUB. L. NO. 99-499, 100 STAT. 1613 (1986) ("CERCLA"), THE TOXiC SUBSTANCES CONTROL ACT,
15 U.S.C. §2601 ET SEQ., THE CLEAN WATER ACT, 33 U.S.C.. § 1251 ET SEQ., THE SAFE DRINKING
WA'T'ER ACT, 42 U.S.C. §§300(f)-3000), AND OTHER FEDERAL, STATE AND LOCAL LAWS NOW OR
HEREAFTER IN EFFECT GOVERNING THE EXISTENCE, REMOVAL OR DISPOSAL OF TOXIC OR
I TAZARDOUS SUBSTANCES OR MATERIALS. Tenant's obligations under this paragraph 4(d) shall expressly
survive the expiration or earlier termination of this Lease.
LEASE AGREEMENT PAGE. 3
(e) Repairs. Tenant shall, at its sole cost and expense, perform all repairs and preventative maintenance
necessary to maintain the Leased Premises in good condition and repair, ordinary wear and tear excepted, and keep
the Leased Premises in compliance with applicable law throughout the Lease Term. The foregoing shall not in any
way impair or limit Tenant's right to make alterations or additions to the Leased Premises as set forth in paragraph
above. Tenant's obligations under this paragraph 4(e) shall expressly survive the expiration or earlier
termination of this Lease.
(f) Tenant's Fixtures. Notwithstanding any provision of this Agreement, Tenant may install in or upon
the Leased Premises such trade fixtures and equipment as Tenant deems desirable, provided that Tenant does so in
accordance with a written plan demonstrating the size and configuration of such fixtures and equipment upon the
Leased Premises. All of said items shall remain Tenant's property whether or not affixed or attached to the Leased
Premises. Tenant may remove such items from the Leased Premises at any time during the Lease Term. Nothing
contained in this ,paragraph 4(f) shall diminish Tenant's obligations to maintain the Leased Premises pursuant to
paragraph 4(e).
( g ) Platting Site Plans, Approvals. Landlord and Tenant acknowledge that it may be necessary, from
time -to -time, for Landlord or Tenant to seek governmental approvals with respect to platting, zoning, site plans,
permitting and/or obtaining other permits in connection with its use and occupancy of the Leased Premises for the
uses permitted hereby (collectively, "Approvals"), Landlord agrees to reasonably cooperate with Tenant and Tenant
agrees to reasonably cooperate with Landlord with respect to its obtaining the Approvals and to execute such
documents as may be required in order for Landlord and/or Tenant to obtain such Approvals. Tenant expressly
understands and agrees that approval by the City Council of this Lease does not constitute the City Council's
granting of an Approval and does not bind the City Council to grant or approve any other Approvals.
5. Utilities. 'Tenant shall at its own expense arrange with the appropriate utility suppliers for services to the
Leased Premises, pay all connection, meter and service charges and deposits required to connect utilities to the
Leased Premises, and pay such utility suppliers directly for such services. Landlord shall not pay any sum in
connection with utility installation or service on the Leased Premises.
5. Use, Transfers, or Assil4nrnents.
(a) "Tenant's Use. Except as prohibited or restricted by the Permitted Exceptions, Tenant may use the
Leased Premises solely for the Specific Use, provided that such purpose and use is in conformity with all applicable
site plans, zoning, and Approvals, and other restrictions set forth in this Lease and which may otherwise apply to the
Leased Premises.
(b) Assignment, Subletting. Tenant shall not assign all or any part of this Lease or sublet all or any part
of the Leased Premises without Landlord's written consent; provided, however, that Tenant may sublease the Leased
Premises to Wells/IvleCoy Steel Services, Inc. for the Specific Use, which such sublease shall: (1) be in a written
form approved by Landlord without unreasonable denial or delay; and (2) terminate automatically at the expiration
of the Lease Term or earlier termination as provided in this Agreement. In the case of any assignment or sublease
permitted by Landlord.. Tenant shall not be released from any liability.
7. Indemnification, Insurance.
(a) indemnification. IN ADDITION TO ANY OTHER PROVISIONS OF THIS LEASE, TENANT
SHALL INDEMNIFY, HOLD HARMLESS, AND, AT LANDLORD'S OPTION, DEFEND (USING COUNSEL
ACCEPTABLE TO LANDLORD IN ITS REASONABLE DISCRETION) LANDLORD AND iTS OFFICERS,
DIRECTORS, AGENTS AND EMPLOYEES (COLLECTIVELY, THE "iNDEMNIFIED PARTIES") FROM
AND AGAINST ANY AND ALL LIABILITY, LIENS, CLAIMS, DEMANDS, DAMAGES, EXPENSES, FEES,
COSTS, REASONABLE ATTORNEY FEES AND LITIGATION COSTS, FINES, PENALTIES, SUITS,
PROCEEDINGS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY KIND AND NATURE
ARISING OUT OF OR RELATING iN ANY WAY TO TENANT'S USE, OCCUPANCY, CONSTRUCTION,
MANAGEMENT, CONTROL OR SUBLEASE OF THE LEASED PREMISES, IMPROVEMENTS OR
TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS AND TO THE EXTENT THE SAME iS
I.EASE AGREE A-IENTPAX , 4
DUE TO THE NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL ACTS OR OMISSIONS OF
LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS. TENANT'S OBLIGATIONS UNDER THIS
PARAGRAPH 7(a) SHALL SURVIVE TIME EXPIRATION OR EARLIER TERMINATION OF THE LEASE
TERM.
(b) Tenant's Insurance. Tenant shall, at its expense, obtain comprehensive general liability insurance
against all claims on account of bodily injury, personal injury or property damage, for which Tenant may, as a result
of its operations or other use of the Lseased Premises, become liable. At a minimum, the insurance policies to be held
by the Tenant shall be in effect at all times during the Lease Term, and shall include: (a) workers compensation
insurance if required by applicable law in the amount required by law; and (b) general liability insurance including
personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the
liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury,
death and property damage of not less than $1,000,000.00. Coverage must be on a "per occurrence" basis. All such
insurance shall: (i) be issued by a carrier which is rated "A 1" or better by A.M. Best's Key, Rating Guide and
licensed to do business in the State of Texas; and (ii) name the Landlord as an additional insured and contain a
waiver of subrogation endorsement in favor of the Landlord. Upon request by the Landlord, the Tenant shall
provide to the Landlord certificates of insurance evidencing such insurance coverage together with the declaration of
such policies, along with the endorsement naming the Landlord as an additional insured. Each such policy shall
provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the Landlord shall
receive written notice of such cancellation, non -renewal or modification."
(c) Workers Compensation. Tenant shall maintain workers compensation or similar insurance affording
not less than Texas statutory coverage minimums and providing not less than statutory limits or benefits for all
employees of Tenant employed at the Leased Premises.
(d) Scope. The insurance or risk pool policies or duly executed certificates thereof, together with
satisfactory evidence that the premium has been paid, shall be provided to Landlord on or before the Effective Date
of this Lease; and, thereafter, evidence of continuing insurance and premium payment shall be delivered to Landlord
not less than 30 days prior to the expiration of each policy required to be in force hereunder. If Tenant fails to
maintain the required insurance or to deliver evidence of same this Lease will continue in full force and effect;
provided, however, that Landlord may, but shall not be obligated to, obtain such insurance and be reimbursed by
Tenant upon demand.
(e) Waiver of Subrogation. Landlord shall not be liable by way of subrogation or otherwise to Tenant or
to any insurance company insuring Tenant for any loss or damage to any of the property of the Landlord or Tenant
covered by insurance even though such loss or damage might have been occasioned by the negligence of: (1)
Landlord or its officers, directors, employees, agents, contractors, customers, or visitors and invitees of Landlord at
the Leased Premises; or ('_) Tenant or its Permitees. This waiver shall be in effect only so long as the applicable
insurance or risk pool policies shall contain a clause or endorsement to the effect that the waiver shall not affect the
right of the insured to recover under such policies. Tenant shall use its best efforts, including payment of any
additional premium, to have its insurance policies contain the standard waiver of subrogation clause. In the event
Tenant's insurance carrier declines to include in such carrier's policies a standard waiver of subrogation clause.
Tenant shall promptly notify Landlord.
8. Destruction Condemnation.
(a) Destruction.
(1) Cancellation. if any portion of the Improvements situated on the Leased Premises shall be
damaged or destroyed, this Lease shall continue in full force and effect and shall not be affected thereby.
(2) Restoration. In the event of unintended damage or destruction, Tenant shall remove any
debris and cause the Leased Premises to be repaired or restored as Landlord may permit in writing, but in any event
the Leased Premises shall be repaired or restored to a safe and sightly condition in compliance with all applicable
law's.
LEASE AGREEMENT PAGE 5
(3) insurance Proceeds. All of Tenant's insurance proceeds payable with respect to damage or
destruction of the Improvements shall be retained by and be the property of "Tenant.
(b) Condemnation.
(1) Taking of Parking or Access. In the event of a taking by the power of eminent domain or
conveyance in lieu thereof ("Taking'") of the whole or any part of the Leased Premises, this Lease shall terminate as
to the portion so taken but shall remain in full force and effect as to the balance of the Leased Premises.
(2) Awards. All compensation awarded for any Taking of the Leased Premises, including any
interest of Landlord or Tenant therein, shall be the property of Landlord, and Tenant hereby assigns to Landlord all
of Tenant's rights, title and interest in and to any and all such compensation.
(3) Restoration. If there is a Taking of all or part of the Leased Premises, Tenant, at its sole
discretion and expense, shall restore and rebuild the Leased Premises, in such manner as Landlord may permit in
writing, provided that the same shall be in accordance with all applicable laws.
9. General Provisions.
(a) Notice. "Notice" shall mean any notice, notification, consent, approval, request, designation, submission,
specification, election or other communication required or permitted under this Lease. All notices required by or
permitted under this A-reement must be in writing. Any notice required by this Agreement 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 Agreement.
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.
To the City:
City Manager
City of Anna, Texas
I I I N. Powell Parkway
Anna, Texas 75409
With a copy to:
Clark McCoy
Wolfe, Tidwell & McCoy, Ll _,P
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To Joiner:
Frank B. Joiner
Joiner Construction Co., Inc.
11408 Chairman Drive
Dallas, Texas 75243
(b) Entire .Agreement. This Lease embodies the entire agreement and understanding between the parties
as to the lease of the Leased Premises by Tenant and supersedes all prior negotiations, agreements and
understandings pertaining to such lease. Any provision of this Lease may be modified, waived or discharged only by
an instrument in writing signed by the party against which enforcement of such modification, waiver or discharge is
sought. This Lease is not intended to be nor shall it be construed as a service contract or contract for the sale of
LEASE AGREEAVfENT PAGE 6
goods by Landlord to Tenant. Landlord does not by entering into this Lease waive any immunities it may have under
common law or statute.
(c) Commission. Tenant and Landlord hereby represent to each other that neither- has entered into any
agreement or understanding that would give rise to a real estate commission being owed in connection with this
Lease, and each of Landlord and Tenant shall indemnify and hold the other harmless against any commission,
payment, interest or participation claimed on account of this Lease with any party under any alleged agreement or
understanding entered into on that party's behalf with the person or entity claiming the commission, payment,
interest or participation.
(d) Force Majeure. Each party shall be excused from performing an obligation or undertaking provided
for in this Lease for so long as such performance is prevented, delayed, retarded or hindered by an Act of God, fire,
earthquake, flood, explosion, action of the elements, war, invasion, insurrection, riot, mob violence, sabotage, strike,
lockout, action of labor unions, requisitions, laws, or orders of government or civil or military authorities.
(e) Surrender. Upon the expiration of the Lease Term or earlier termination of this Lease ("Surrender
Date"), Tenant shall surrender the Leased Premises to Landlord. Prior to surrender. Tenant may remove all Personal
Property, all fixtures (including without limitation trade fixtures installed by Tenant), and all other installations or
improvements, structures, buildings, HVAC equipment, paneling, partitions, railings, mezzanine floors, galleries
and other structural features on the Property (collectively, "Tenant Removable Fixtures/Equipment"); provided,
however, that 'Tenant may not at any time remove public infrastructure including water, sewer or drainage
infrastructure. Any Tenant Removable Fixtures/Equipment not removed from the Property on or before the
Surrender Date shall be and become the property of Landlord and shall be surrendered with the leased Premises at
the expiration or termination of this Lease unless i..andlord notifies Tenant to the contrary in writing, in which event
Tenant may thereafter remove such property, at its expense. Any property not promptly removed by Tenant under the
provisions of this subparagraph may, at Landlord's option, be deemed to have been abandoned by Tenant and may
be retained by Landlord without any claim by Tenant. Tenant shall in any event repair any damage to the Leased
Premises caused by Tenant's removal of any property.
(f) Applicable Law Construction. The laws of the State of "Texas shall govern the validity, performance
and enforcement of this Lease. The invalidity or unenforceability of any provision of this Lease shall not affect or
impair any other provision. If any provision of this Lease is capable of two constructions, one of which would render
the provision invalid and the other of which would make the provision valid, the provision shall have the meaning
which renders it valid. The submission of this document for examination does not constitute an offer to lease, this
document being effective only upon the conditions stated herein.
Lease.
(g) Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this
(h) Captions. The captions are for convenience and do not limit or define the provisions of this Lease.
(i) Gender, Number. Whenever the sense of this Lease requires it, the use of (1) singular number shall
be deemed to include the plural, (2) the masculine gender shall be deemed to include the feminine or neuter gender,
and (3) the neuter gender shall be deemed to include the masculine and feminine gender.
(j) Counterparts. This Lease may be executed in multiple counterparts, each of which shall be an
original, but all of which shall constitute one instrument.
(k) Contract Interpretation. This Lease 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
language in dispute.
(1) No Joint Venture. It is acknowledged and agreed by the parties that the terns hereof are not intended
to and shall not be deemed to create a partnership or joint venture among the parties.
AGREEMENT — _ PAGE 7
(m) Binding Effect. All provisions of this Lease shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns.
LANI)LORD:
THE CITY OF ANNA, TEXAS
By:
Printed Name:
"Title:
Date:
STATE OF TEXAS
COUNTY OF COLLIN
Before me, the undersigned notary public, on the day of , 2019, personally appeared
known to me (or proved to me) to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that lie executed the same in his capacity as _ and on
behalf of
Notary Public, State of Texas
'TEN ANT:
JOINER CONSTRUCTION COMPANY, INC.
Frank B. Joiner, its President
STATE OF TEXAS
COUNTY OF COLLIN
Before me, the undersigned notary public, on the day of 2019, personally appeared
Frank B. Joiner- known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument
and acknowledged to me that lie executed the same in his capacity as President of Joiner Construction Company, Inc.
Notary Public, State of Texas
LEASE AGREEMENT PAGE 8
Exhibit I
Descri tion and De fiction of Lease Area 1 and Lease Area 2
f
All
4-
N4it
It
IM
Is
F! T 171
r- !I
0
fill
j;
R ;X gi F 3 iii I
5� H I
ANNA CITY HALL f MUNICIPAL COURT j POLICE BUILDING
1�
HE CM OF ANNA
NOTICE OF CONFII)ENTIALITY 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.
State of Texas
County of Collin
Joiner Construction Company, Inc., a Texas corporation ("Grantor"), for and in consideration of the sum
of $10 and other good and valuable consideration to Grantor in hand paid by the City of Anna, Texas, a
Texas home -rule municipality in Collin County, Texas ("Grantee"), the receipt of which is hereby
acknowledged, has granted, sold, and conveyed, and by this instrument does grant, sell, and convey to the
Grantee and its successors and assigns, all of that certain real property comprised of and described as
follows:
Being a 2.150 acre tract of land in the city limits of Anna, Texas and being within the Henry Brantley
Survey, Abstract No. 71, Collin County, Texas, being all of Block 2, Lots 1-5, 8 & 9 in the Town of Anna
as shown by plat thereof recorded in Volume 21, Page 368 of the Deed Records of Collin County, Texas
(D.R.C.C.T.), and all of Tract 147, a 1.1078 acre tract conveyed to Joiner Construction by deed recorded
in Volume 2250, Page 244 (D.R.C.C.T.), and being described in further detail in the metes and bounds
description attached hereto as Exhibit A, to have and to hold said real property, together with all and
singular, the rights and appurtenances thereto and anywise belonging forever. Grantor does hereby bind
itself and its successors and assigns to warrant and defend all and singular the premises to the Grantee and
its successors and assigns, against every person lawfully claiming or to claim the same or any part
thereof.
This conveyance is made subject to any and all valid and subsisting restrictions, easements, rights-of-way,
reservations, zoning laws, ordinances of municipal or other governmental agencies or authorities, and
conditions and covenants, if any, applicable to and enforceable against the property described above as
shown by the official and certified records of the appropriate authorities.
GRANTEE ACCEPTS THE PROPERTY AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT
REPRESENTATIONS OR WARRANTY (ALL OF WHICH SELLER HEREBY DISCLAIMS) AS TO FITNESS
FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE,
PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT
DEFECTS, OR COMPLIANCE WITH LAWS AND REGULATIONS. GRANTEE 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 OCCUPANCY, CONSTRUCTION, USE, CONDITION, LOCATION, MAINTENANCE,
REPAIR, OR OPERATION OF THE PROPERTY.
[SIGNATURE PAGE FOLLOWS]
GENERAL WARRANTY DEED Page 1 of 2
Executed on thy- day of : 2019 in Collin County, Texas.
I
JOINER CONSTRUCTION COMPANY, INC.
By:
y
Frank B. Joiner, its President
STATE OF TEXAS
COUNTY OF COLLIN §
Before me, the undersigned notary public, on theme `,.wr day of 2019, personally
appeared Frank B. Joiner known to me (or proved to me) to be the person whose -dame is subscribed to
the foregoing instrument and acknowledged to me that he executed the same in his capacity as President
and on behalf of Joiner Construction Company, Inc.
After filing this document, please return to:
Jim Proce
City Manager
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
Notary Public, State o Texas
GENERAL WARRANTY DEED Page 2 of 2
I"
�9g �
After filing this document, please return to:
Jim Proce
City Manager
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
Notary Public, State o Texas
GENERAL WARRANTY DEED Page 2 of 2
GF No. 0129940
TX Title Company Disclosure for Residential Closings 1995
LAST CLOSING DOCUMENT TO BE EXECUTED
TITLE COMPANY DISCLOSURES - RESIDENTIAL CLOSINGS ONLY
GUARANTY FILE No. 0129940
SELLER (whether one or more): JOINER CONSTRUCTION COMPANY, INC., A TEXAS
CORPORATION
BUYER (whether one or more): THE CITY OF ANNA
LENDER: CASH
PROPERTY: SITUATED IN THE HENRY BRANTLEY SURVEY, ABSTRACT NO. 71, COLLIN
COUNTY, TEXAS, BEING ALL OF BLOCK 2, LOTS 1-5,8 & 9 IN THE TOWN OF
ANNA AS SHOWN BY PLAT THEREOF RECORDED IN VOLUME 21, PAGE 368
OF THE DEED RECORDS OF COLLIN COUNTY, TEXAS, AND BEING MORE
FULLY DESCRIBED BY METES AND BOUNDS IN THE ATTACHED EXHIBIT
"A"
By initialing some or all of the following items as may be appropriate for this transaction, each SELLER
and/or BUYER acknowledges its understanding of the disclosures being made by RED RIVER TITLE
COMPANY (hereinafter called "TITLE COMPANY"). Each disclosure is being made to Buyer and
Seller on behalf of both TITLE COMPANY and its title insurance underwriter.
1) WAIVER OF INSPECTION. In consideration of the issuance by TITLE COMPANY to BUYER of
a Texas Residential Owner Policy of Title Insurance (in this document such policy is referred to as the
"Owner Title Policy") insuring good and indefeasible title to the Property, except as to be shown in
Schedule B of the Owner Title Policy and subject to the terms and conditions of such Owner Title Policy,
BUYER hereby waives any obligation on the part of TITLE COMPANY to inspect the Property.
BUYER agrees to accept an Owner Title Policy containing the Schedule B exception for
"RIGHTS OF PARTIES IN POSSESSION". "Rights of Parties in Possession" shall mean one or
more persons or entities who are themselves actually physically occupying the property or a portion
thereof under a claim or right adverse to the insured owner of the Property as shown on Schedule A
of the Owner Title Policy.
"Possession includes open acts or visible evidence of occupancy and may include any visible and
apparent roadway or easement on or across all or any part of the Property (but this exception does not
extend to any right, claim or interest evidenced by a document recorded in the real estate records
maintained by the County Clerk of the county in which all or a part of Property is located).
Buyer assumes full responsibility for obtaining possession from the Property's present occupants.
However, if the BUYER does not initial this paragraph, the BUYER is indicating the BUYER'S
refusal to accept an Owner Title Policy containing an exception as to "RIGHTS OF PARTIES IN
POSSESSION". TITLE COMPANY may then require an inspection of the property and additional
charges may be assessed for the reasonable and actual costs of such an inspection. TITLE
COMPANY may make additional exceptions in Schedule B of the Owner Title Policy for matters
revealed by such inspection.
Buyer's Initial s
2) RECEIPT OF COMMITMENT. BUYER acknowledges having received a copy of the
Commitment for Title Insurance issued in connection with the above referenced transaction and any
copies of the docu is described therein requested by BUYER.
Buyer's Initials d
3) A. NO SURVEY COVERAGE. BUYER understands that the Owner Title Policy to be issued to
BUYER will not provide title insurance coverage against any discrepancies, conflicts, or shortages in
area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements.
The TITLE COMPANY may provide this coverage (except for "Shortages in Area") upon being
supplied with survey acceptable to the TITLE COMPANY and the payment of an additional
premium equal to 15% of the basic premium charge. The TITLE COMPANY may make additional
exceptions for those items shown on the survey
BUYER DECLINES TO OBTAIN THIS ADDITIONAL COVERAGE.
IF BUYER WISHES TO OBTAIN THIS COVERAGE AND PAY THE ADDITIONAL 15%
PREMIUM, BUY R IS REQUIRED TO CROSS -OUT THIS PARAGRAPH 3A.
/� 1
Buyer's Initials` -i
B. ACCEPTANCE OF SURVEY. BUYER has received and reviewed a copy of the survey of
the Property made in connection with this transaction and acknowledges being aware of the
following matters disclosed by the survey:
Buyer's Initials
C. OTHER SURVEY MATTERS. The TITLE COMPANY has not attempted to determine if
the Property lies in a special flood hazard area. The TITLE COMPANY has not made any
representation concerning proximity of the Property in relation to any flood -plain or flood hazard
area. BUYER is advised that information concerning special flood hazard areas may be available
from county or municipal offices, a qualified surveyor or land -engineering company, or a private
flood -plain consultant.
Buyer's Initials
4) PROPERTY TAX PRORATIONS. Property taxes for the current year have been prorated between
BUYER and SELLER, who each acknowledge and understand that these prorations are based upon (a)
the sales price or the most current appraised value available and the most current tax rate available or (b)
some other common method of estimation. SELLER warrants and represents that there are no past due
taxes owed on the Property and if such warranty and representation is untrue, the SELLER shall
reimburse TITLE COMPANY, on demand, for any sums paid by the TITLE COMPANY to pay such
taxes, and any related penalty and interest.
BUYER and SELLER each agree that, when amounts of the current year's taxes become
known and payable (on or about October 1st), they will adjust any changes of the proration
and reimbursement between themselves and that TITLE COMPANY shall have no liability or
obligation with respect to these prorations.
v
Buyer's Initials Seller's Initials
5) TAX RENDITION AND EXEMPTIONS. Although the Central Appraisal District (CAD) may
independently determine BUYER'S new ownership and billing address, BUYER is still obligated by law
to "render" the Property for taxation by notifying the CAD of the change in the Property's ownership and
of BUYER'S proper address for tax billing. BUYER is advised that current year's taxes may have been
assessed on the basis of various exemptions obtained by SELLER (e.g., homestead or over -65).
It is the BUYER'S responsibility to qualify for BUYER'S own tax exemptions and to meet any
requirements prescribed by the taxing authorities. BUYER acknowledges and understands these
obligations and the fact that TITLE COMPANY assumes no responsibility for future accuracy of
CAD records cooeerning ownership, tax -billing address, or status of exemptions.
l;y
Buyer's Initials
6) HOMEOWNE S ASSOCIATION. BUYER acknowledges that ownership of the Property
involves membership in a Homeowner's, Condominium or other Property Owner's Association
(Association), to which monthly or annual dues or assessments may be owed. These dues or assessments
may be enforceable by a lien against the Property. BUYER understands that the Association (or its
managing agent) should be contacted by BUYER immediately to ascertain the exact amount of future
dues or assessments.
TITLE COMPANY has made no representations with respect to such Association's annual
budget, pending repairs or deferred maintenance, if any, or other debts of the Association. BUYER
accepts sole responsibility to obtain such information and verify its accuracy to BUYER'S
satisfaction.
Buyer's Initials
7) IRS REPORTING. SELLER acknowledges having received at closing a copy of the HUD -1
Settlement Statement as a Substitute Form 1099-S. In accordance with federal tax regulations,
information from the HUD -I Statement will be furnished to the Internal Revenue Service.
Seller's Initials
8) CLOSING DISCLAIMER. SELLER and BUYER each acknowledge and understands that the
above referenced transaction has not yet "closed". At this time, any change in possession of the Property
takes place AT BUYER'S AND SELLER'S OWN RISK.
BUYER and SELLER also recognize that neither TITLE COMPANY nor its title insurance
underwriter is under any obligation to defend possession of the Property. The Owner Title Policy
issued in connection with this transaction will except from coverage any relevant documents
discovered dun g the final downdate search of the public records.
Buyer's Initials `y Seller's Initials `
9) ERRORS AND OMISSIONS. In the event that any of the documents prepared in connection with
the closing of this transaction contain errors which misstate or inaccurately reflect the true and correct
terms, conditions and provisions of this closing, and the inaccuracy or misstatement is due to a clerical
error or to a unilateral mistake on the part of the TITLE COMPANY, or to a mutual mistake on the part
of the TITLE COMPANY and/or the SELLER and/or the BUYER, the undersigned agree to execute, in a
timely manner, such correction documents as TITLE COMPANY may deem necessary to remedy such in
accuracy or
misstatement.
t
Buy( Seller's Initials
10) EXPLANATION OF OWNER TITLE POLICY. Neither the Commitment for Title Insurance
nor the Owner Title Policy are abstracts of title, title reports or representations of title and should not be
relied upon as such and that, although documents have been signed, money collected and/or disbursed, a
final downdate search may be made which could result in an Owner Title Policy not being issued. No
representation is made that the BUYER'S intended use of the Property is allowed under law or under the
restrictions or ex ions affecting the Property.
Buyer's Initials !
�f
11) REPRESENTATIONS. In connection with the purchase of the Property, the BUYER
acknowledges and represents that the Title Company Disclosures have been executed by the borrower
^
and/or seller, res tively, and except as listed below, have not made any other representations.
1
f �
Buyer's Initials Seller's Initials
(TO BE COMPLETED IN BUYER'S OWN HANDWRITING)
Date: ' 20
JOINER CONSTRUCTION COMPANY, INC., A THE
TEXAS CORPORATION
By FRANK B. JOINER, PRESIDENT
11408 CHAIRMAN DRIVEF
DALLAS, TX, 75243 ..
Mailing Address (if different)
State of Texas
County of Collin
By JAMES J. PROCE, CITY MANAGER
i� 1 111 N. POWELL PARKWAY 1,
� ANNA, TX, 75409
Mailing Address (if different):
Sworn to and subscribed before me the undersigned authority by JAMES J. PROCE, CITY
MANAGER OF THE CITY OF ANNA, on this the 30st day of May, 2019.
Irvt)
,N. otary Public m and for
the State of Texas
State of Texas
County of Collin
klu, 7,577,-791
F ,,,
k ....... t elf8 4 J -2,020
Sworn to and subscribed before me the undersigned authority by FRANK B. JOINER, PRESIDENT
OF JOINER CONSTRUCTION COMPANY, INC., A TEXAS CORPORATION, on this the 30st
day of May, 2019.
Notary Pu is in'and for
the State of Texas
�uvR, TT, J C
11 �i E�. 'j1-2`20
Being a 2.150 acre tract of land situated in the city limits of Anna, Texas and being within the Henry Brantley Survey,
Abstract No. 71, Collin County, Texas, being all of Block 2, Lots 1-5, 8 & 9 in the Town of Anna as shown by plat
thereof recorded in Volume 21, Page 368 of the Deed Records of Collin County, Texas (D.R.C.C.T.) , and all of Tract
147, a 1.1078 acre tract conveyed to Joiner Construction by deed recorded in Volume 2250, Page 244 (D.R.C.C.T.), and
being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8" capped iron rod for comer, said iron rod being on the northeast comer of Lot 5, Block 2 of said
Town of Anna plat, said iron rod also being in the south right-of-way line of 6th Street (80' R.O.W.), as shown on said
Town of Anna plat, said iron rod also being on the northeast property comer of a 0.924 acre tract conveyed to Joiner
Construction by deed recorded in Volume 1952, Page 538 (D.R.C.C.T.);
THENCE South 00045'43" West along the east line of said Block 2, and also being along the east property line of said
0.924 acre Joiner Construction tract, a distance of 249.35 feet to a point for comer, said point being on the southeast
comer of Lot 1, Block 2 of said Town of Anna plat, and also being on the southeast comer of said Block 2;
THENCE North 89015'08" West, along the south line of said Block 2, and also being along the south property line of said
0.924 acre Joiner Construction tract, a distance of 617.46 feet to a point for comer, said point being on the .southwest
property corner of said 1.1078 acre Joiner Construction tract, and also being in the east right-of-way line of S. Powell
Parkway (Highway 5- 80' R.O.W.), said point also being in the west easement line of a 15 -foot utility easement conveyed
to the City of Anna, by deed recorded in Instrument Number 20120110000030880 (D.R.C.C.T.);
THENCE North 04008'10" East, along the west property line of said 1.1078 acre Joiner Construction tract, and being
along the east right-of-way line of said S. Powell Parkway, said point also being along the west line of said 15 -foot utility
easement, a distance of 128.00 feet to a point for corner, said point being on the northwest property comer of said 1.1078
acre Joiner Construction tract, and also being on the southwest property comer of a 0.266 acre tract of land conveyed to
the City of Anna by deed, recording information not found, (D.R.C.C.T.);
THENCE South 86059'33" East, departing the east right-of-way line of said S. Powell Parkway, and being along the north
property line of said 1.1078 acre Joiner Construction tract, and also being along the south property line of said 0.266 acre
City of Anna tract, a distance of 166.55 feet to a 1/2" iron rod for comer, said iron rod being the southeast property comer
of said 0.266 acre City of Anna tract, and being the southwest property corner of a called 4.165 acre tract of land
conveyed to the City of Anna, by deed recorded in Instrument Number 20160929001311580;
THENCE South 89°11'11" East, along the north property line of said 1.1078 acre Joiner Construction tract, and also
being on the south property line of said 4.165 acre City of Anna tract, a distance of 208.99 feet to a point for comer, said
point being on the southernmost north property line of said 0.924 acre Joiner Construction tract, and also being on the
west line of said Block 2;
THENCE North 00°46'10" East, along a west property line of said 0.924 acre Joiner Construction tract, and also being
along the west line of said Block 2, a distance of 14.00 feet to a 1/2" iron rod for corner, said iron rod being on a
northwest property comer of said 0.924 acre Joiner Construction tract, said iron rod being on the southwest comer of Lot
7, of said Block 2 , said iron rod also being on a southeast property comer of said 4.165 acre City of Anna tract;
THENCE South 89°18'01" East, along a north property line of said 0.924 acre Joiner Construction tract, and being along
the south lines of Lots 6 & 7 of said Block 2, also being along the north line of a abandoned 20 -foot alley (record info not
found), and also being along the easternmost south property line of said 4.165 acre City of Anna tract, a distance of 99.53
feet to an iron rod for corner, said iron rod being a northwest property comer of said 0.924 acre Joiner Construction tract,
and being on the southeast comer of Lot 6, of said Block 2, said iron rod also bears South 88°35'18" West, a distance of
9.473 feet from a 1/2" iron rod found for a southeast property corner of said 4.165 acre City of Anna tract;
THENCE North 00046'10" East, along the west property line of said 0.924 acre Joiner Construction tract, and being on
the east line of Lot 6, of said Block 2, and also being along the west line of said 20 -foot abandoned alley, a distance of
115.00 feet to an 1/2" iron rod for comer, said iron rod being on the northwest property comer of said 0.924 acre Joiner
Construction tract, and being on the northeast corner of said Lot 6, of said Block 2, said iron rod also being on the south
right-of-way line of said 6th Street, said iron rod also being 9.50' west of the east property line of said 4.165 acre City of
Anna tract;
THENCE South 8805722" East, along the north property line of said 0.924 acre Joiner Construction tract, a distance of
134.97 feet to the POINT OF BEGINNING and containing 2.150 acres of land, more or less.
TAX PRORATION AGREEMENT AND DISCLOSURES
GF# 0129940
DATE: May 31, 2019
BUYER: THE CITY OF ANNA
SELLER: JOINER CONSTRUCTION COMPANY, INC., A TEXAS CORPORATION
Property: SITUATED IN THE HENRY BRANTLEY SURVEY, ABSTRACT NO. 71, COLLIN
COUNTY, TEXAS, BEING ALL OF BLOCK 2, LOTS 1-5, 8 & 9 IN THE TOWN OF ANNA AS SHOWN BY
PLAT THEREOF RECORDED IN VOLUME 21, PAGE 368 OF THE DEED RECORDS OF COLLIN
COUNTY, TEXAS, AND BEING MORE FULLY DESCRIBED BY METES AND BOUNDS IN THE
ATTACHED EXHIBIT "A".
Seller has sold the Property to Buyer and as part of the settlement of this transaction,
1. Ad valorem real property taxes for the current year ® have ❑ have not been prorated between the parties.
2. Personal property taxes, if any, as to any inventory, mobile home or other personal property situated on the
Property ❑ have ® have not been prorated between the parties.
3. Disclosures:
® Proration of taxes, if any, is based on tax information from the prior year, the
Current year's tax status not yet being available.
® Taxes on the Property for the prior year did not include the value of any NEW CONSTRUCTION.
Proration of taxes for the current year is based on information provided by the appraisal district that the
property will be taxed as
❑ Unimproved ❑ Partially improved ❑ Fully improved
❑ Taxes on the property are currently based on an OVER 65 exemption which will not be allowed for the
remainder of the current year. Proration of taxes is based on the exemption through settlement, but should
not be used to estimate taxes for the full current year, nor for subsequent years.
❑ Taxes on the property are currently based on an AGRICULTURAL, OPEN SPACE OR FOREST
LAND valuation and may be subject to ROLLBACK, with additional taxes becoming due for the current
and/or prior years.
❑ Taxes on the property are currently based on a description that appears to contain more land area than
the property, as conveyed, appears to contain. This could result in the imposition of a SUPPLEMENTAL
TAX BILL for the current and/or prior years.
❑ Some or all of the property is not currently being taxed as an independent tax tract or tracts. It is
unlikely that the taxing authority(ies) will recognize the property independently for the current year's taxes
and, therefore, NEITHER BUYER NOR SELLER MAY INDEPENDENTLY PAY TAXES FOR THE
CURRENT YEAR ON THEIR INDIVIDUAL PORTIONS OF LAND.
4. Red River Title Company (Settlement Agent) can neither guarantee the accuracy of the tax information provided
to it by third parties, nor of any good -faith estimates upon which tax proration may have been made.
5. The amount of escrow collected at closing for future payment of taxes (Tax Escrow) is determined by Lender, not
by Settlement Agent.
6. Settlement Agent assumes no responsibility for notifying taxing entities of this transaction, nor for assisting Buyer
with application for any exemptions or special valuations.
7. Personal property: Neither title to nor taxes on items of personal property are covered by title insurance
8. Escrowed Funds: All funds received in this transaction shall be deposited with other funds in one or more non-
interest bearing escrow accounts of Escrow Agent in a state or national bank selected by Escrow Agent. Escrow
Agent shall have no obligation to account to the parties to this transaction in any manner for the value of, or pay to
such party any benefit received by Escrow Agent, directly or indirectly, by reason of the deposit of any such funds or
the maintenance of such accounts with such bank. Those benefits may include, without limitation, credits allowed by
such bank on loans to Escrow Agent's parent company and on accounting, reporting and other services. All parties
depositing funds in connection with this escrow are hereby notified that the funds so deposited are insured only to the
limit provided by the Federal Deposit Insurance Corporation.
Agreement:
® Buyer and Seller agree and hereby instruct Settlement Agent to use the following estimated amount(s)
for proration of taxes for the current year:
COLLIN County: $804.07 COLLIN COUNTY County College: $361.24
City of ANNA: $2,629.84 ANNA ISD: $7,427.55
❑ Seller and Buyer agree and hereby instruct Settlement Agent to perform NO PRORATION of taxes for
the current car — AND —
LJ SELLER AND BUYER AGREE TO COOPERATE to pay the taxes for the current year on the
Property at such time as the tax bills are issued and before they become delinquent, each paying
their prorated portion, Settlement Agent having no liability therefore.
❑ Seller and Buyer agree that SELLER WILL BE FULLY RESPONSIBLE for payment of taxes for the
current year on the Property at such time as the tax bills are issued and before they become delinquent,
Settlement Agent having no liability therefore
❑ Seller and Buyer agree THAT BUYER WILL BE FULLY RESPONSIBLE for payment of taxes for
the current on the property at such time as the tax bills are issued and before they become delinquent,
Settlement Agent having no liability therefore.
9. In the event actual taxes for current year are determined to be more or less than the figures used by Settlement
Agent for estimates or prorations, or by lender for Tax Escrow, Seller and Buyer agree to adjust any differences
between and among themselves and/or Lender, and to hold Settlement Agent harmless from any liability therefore.
10. Should a bill for Supplement Tax(es) for prior years be issued on the Property, Seller agrees to immediately pay
such taxes and to indemnify and hold harmless Settlement Agent, Alllant National Title Insurance Company
(Underwriter), and it's Agent.
11. Buyer and Seller agree to indemnify and hold harmless Settlement Agent, Alliant National Title Insurance
Company, (Underwriter), and its Agent with regard to any Rollback Tax(es) for prior years.
May 30, 2019
OF
JOINER CONSTRUCTION COMPANY, INC., A
TEXAS CORPORATION
By JAMES j. P OCE, CITY MANAGER "= y -
I By FRANK B JOINER, PRESIDENT
Being a 2.150 acre tract of land situated in the city limits of Anna, Texas and being within the Henry Brantley Survey,
Abstract No. 71, Collin County, Texas, being all of Block 2, Lots 1-5, 8 & 9 in the Town of Anna as shown by plat
thereof recorded in Volume 21, Page 368 of the Deed Records of Collin County, Texas (D.R.C.C.T.) , and all of Tract
147, a 1.1078 acre tract conveyed to Joiner Construction by deed recorded in Volume 2250, Page 244 (D.R.C.C.T.), and
being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8" capped iron rod for comer, said iron rod being on the northeast comer of Lot 5, Block 2 of said
Town of Anna plat, said iron rod also being in the south right-of-way line of 6th Street (80' R.O.W.), as shown on said
Town of Anna plat, said iron rod also being on the northeast property corner of a 0.924 acre tract conveyed to Joiner
Construction by deed recorded in Volume 1952, Page 538 (D.R.C.C.T.);
THENCE South 00°45'43" West along the east line of said Block 2, and also being along the east property line of said
0.924 acre Joiner Construction tract, a distance of 249.35 feet to a point for comer, said point being on the southeast
comer of Lot 1, Block 2 of said Town of Anna plat, and also being on the southeast comer of said Block 2;
THENCE North 89,15,08" West, along the south line of said Block 2, and also being along the south property line of said
0.924 acre Joiner Construction tract, a distance of 617.46 feet to a point for comer, said point being on the .southwest
property comer of said 1.1078 acre Joiner Construction tract, and also being in the east right-of-way line of S. Powell
Parkway (Highway 5- 80' R.O.W.), said point also being in the west easement line of a 15 -foot utility easement conveyed
to the City of Anna, by deed recorded in Instrument Number 20120110000030880 (D.R.C.C.T.);
THENCE North 04008'10" East, along the west property line of said 1.1078 acre Joiner Construction tract, and being
along the east right-of-way line of said S. Powell Parkway, said point also being along the west line of said 15 -foot utility
easement, a distance of 128.00 feet to a point for comer, said point being on the northwest property comer of said 1.1078
acre Joiner Construction tract, and also being on the southwest property comer of a 0.266 acre tract of land conveyed to
the City of Anna by deed, recording information not found, (D.R.C.C.T.);
THENCE South 86°59'33" East, departing the east right-of-way line of said S. Powell Parkway, and being along the north
property line of said 1.1078 acre Joiner Construction tract, and also being along the south property line of said 0.266 acre
City of Anna tract, a distance of 166.55 feet to a 1/2" iron rod for comer, said iron rod being the southeast property comer
of said 0.266 acre City of Anna tract, and being the southwest property comer of a called 4.165 acre tract of land
conveyed to the City of Anna, by deed recorded in Instrument Number 20160929001311580,
THENCE South 89°11'11" East, along the north property line of said 1.1078 acre Joiner Construction tract, and also
being on the south property line of said 4.165 acre City of Anna tract, a distance of 208.99 feet to a point for comer, said
point being on the southernmost north property line of said 0.924 acre Joiner Construction tract, and also being on the
west line of said Block 2;
THENCE North 00°4610" East, along a west property line of said 0.924 acre Joiner Construction tract, and also being
along the west line of said Block 2, a distance of 14.00 feet to a 1/2" iron rod for corner, said iron rod being on a
northwest property comer of said 0.924 acre Joiner Construction tract, said iron rod being on the southwest comer of Lot
7, of said Block 2 , said iron rod also being on a southeast property comer of said 4.165 acre City of Anna tract;
THENCE South 89'18'01" East, along a north property line of said 0.924 acre Joiner Construction tract, and being along
the south lines of Lots 6 & 7 of said Block 2, also being along the north line of a abandoned 20 -foot alley (record info not
found), and also being along the easternmost south property line of said 4.165 acre City of Anna tract, a distance of 99.53
feet to an iron rod for comer, said iron rod being a northwest property comer of said 0.924 acre Joiner Construction tract,
and being on the southeast comer of Lot 6, of said Block 2, said iron rod also bears South 88°35'18" West, a distance of
9.473 feet from a 1/2" iron rod found for a southeast property comer of said 4.165 acre City of Anna tract;
THENCE North 00°46'10" East, along the west property line of said 0.924 acre Joiner Construction tract, and being on
the east line of Lot 6, of said Block 2, and also being along the west line of said 20 -foot abandoned alley, a distance of
115.00 feet to an 1/2" iron rod for comer, said iron rod being on the northwest property comer of said 0.924 acre Joiner
Construction tract, and being on the northeast comer of said Lot 6, of said Block 2, said iron rod also being on the south
right-of-way line of said 6th Street, said iron rod also being 9.50' west of the east property line of said 4.165 acre City of
Anna tract;
THENCE South 88°57'22" East, along the north property line of said 0.924 acre Joiner Construction tract, a distance of
134.97 feet to the POINT OF BEGINNING and containing 2.150 acres of land, more or less.
GF #: 0129940
BUYER: THE CITY OF ANNA
SELLER: JOINER CONSTRUCTION COMPANY, INC., A TEXAS CORPORATION
PROPERTY: 206 E. 7TH STREET, ANNA, TX 75409
LEGAL DESCRIPTION: SITUATED IN THE HENRY BRANTLEY SURVEY,
ABSTRACT NO. 71, COLLIN COUNTY, TEXAS, BEING
ALL OF BLOCK 2, LOTS 1-5, 8 & 9 IN THE TOWN OF
ANNA AS SHOWN BY PLAT THEREOF RECORDED IN
VOLUME 21, PAGE 368 OF THE DEED RECORDS OF
COLLIN COUNTY, TEXAS, AND BEING MORE FULLY
DESCRIBED BY METES AND BOUNDS IN THE
ATTACHED EXHIBIT "A".
I hereby certify that I have received and reviewed a copy of the survey by GARY CLINTON
HENDRICKS, dated May 16, 2019, and am aware of and accept the encroachments, easements,
limitations and/or conditions there on.
I further certify that I understand that Red River Title Company had nothing to do with the
preparation of the survey as referenced above. Any errors associated with said survey are the
responsibility of the surveyor.
TANAGER
Being a 2.150 acre tract of land situated in the city limits of Anna, Texas and being within the Henry Brantley Survey,
Abstract No. 71, Collin County, Texas, being all of Block 2, Lots 1-5, 8 & 9 in the Town of Anna as shown by plat
thereof recorded in Volume 21, Page 368 of the Deed Records of Collin County, Texas (D.R.C.C.T.) , and all of Tract
147, a 1.1078 acre tract conveyed to Joiner Construction by deed recorded in Volume 2250, Page 244 (D.RCC.T.), and
being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8" capped iron rod for comer, said iron rod being on the northeast comer of Lot 5, Block 2 of said
Town of Anna plat, said iron rod also being in the south right-of-way line of 6th Street (80' R.O.W.), as shown on said
Town of Anna plat, said iron rod also being on the northeast property comer of a 0.924 acre tract conveyed to Joiner
Construction by deed recorded in Volume 1952, Page 538 (D.R.C.C.T.);
THENCE South 00°45'43" West along the east line of said Block 2, and also being along the east property line of said
0.924 acre Joiner Construction tract, a distance of 249.35 feet to a point for comer, said point being on the southeast
comer of Lot 1, Block 2 of said Town of Anna plat, and also being on the southeast corner of said Block 2;
THENCE North 89'15'08" West, along the south line of said Block 2, and also being along the south property line of said
0.924 acre Joiner Construction tract, a distance of 617.46 feet to a point for comer, said point being on the .southwest
property corner of said 1.1078 acre Joiner Construction tract, and also being in the east right-of-way line of S. Powell
Parkway (Highway 5- 80' R.O. W.), said point also being in the west easement line of a 15 -foot utility easement conveyed
to the City of Anna, by deed recorded in Instrument Number 20120110000030880 (D.R.C.C.T.);
THENCE North 04008'10" East, along the west property line of said 1.1078 acre Joiner Construction tract, and being
along the east right-of-way line of said S. Powell Parkway, said point also being along the west line of said 15 -foot utility
easement, a distance of 128.00 feet to a point for comer, said point being on the northwest property corner of said 1.1078
acre Joiner Construction tract, and also being on the southwest property comer of a 0.266 acre tract of land conveyed to
the City of Anna by deed, recording information not found, (D.R.CCT.);
THENCE South 86°59'33" East, departing the east right-of-way line of said S. Powell Parkway, and being along the north
property line of said 1.1078 acre Joiner Construction tract, and also being along the south property line of said 0.266 acre
City of Anna tract, a distance of 166.55 feet to a 1/2" iron rod for comer, said iron rod being the southeast property corner
of said 0.266 acre City of Anna tract, and being the southwest property comer of a called 4.165 acre tract of land
conveyed to the City of Anna, by deed recorded in Instrument Number 20160929001311580,
THENCE South 89°11'11" East, along the north property line of said 1.1078 acre Joiner Construction tract, and also
being on the south property line of said 4.165 acre City of Anna tract, a distance of 208.99 feet to a point for corner, said
point being on the southernmost north property line of said 0.924 acre Joiner Construction tract, and also being on the
west line of said Block 2;
THENCE North 00°46'10" East, along a west property line of said 0.924 acre Joiner Construction tract, and also being
along the west line of said Block 2, a distance of 14.00 feet to a 1/2" iron rod for comer, said iron rod being on a
northwest property comer of said 0.924 acre Joiner Construction tract, said iron rod being on the southwest comer of Lot
7, of said Block 2 , said iron rod also being on a southeast property comer of said 4.165 acre City of Anna tract;
THENCE South 89°18'01" East, along a north property line of said 0.924 acre Joiner Construction tract, and being along
the south lines of Lots 6 & 7 of said Block 2, also being along the north line of a abandoned 20 -foot alley (record info not
found), and also being along the easternmost south property line of said 4.165 acre City of Anna tract, a distance of 99.53
feet to an iron rod for comer, said iron rod being a northwest property comer of said 0.924 acre Joiner Construction tract,
and being on the southeast comer of Lot 6, of said Block 2, said iron rod also bears South 88035'18" West, a distance of
9.473 feet from a 1/2" iron rod found for a southeast property comer of said 4.165 acre City of Anna tract;
THENCE North 00°46'10" East, along the west property line of said 0.924 acre Joiner Construction tract, and being on
the east line of Lot 6, of said Block 2, and also being along the west line of said 20 -foot abandoned alley, a distance of
115.00 feet to an 1/2" iron rod for comer, said iron rod being on the northwest property comer of said 0.924 acre Joiner
Construction tract, and being on the northeast corner of said Lot 6, of said Block 2, said iron rod also being on the south
right-of-way line of said 6th Street, said iron rod also being 9.50' west of the east property line of said 4.165 acre City of
Anna tract; -
THENCE South 88°57'22" East, along the north property line of said 0.924 acre Joiner Construction tract, a distance of
134.97 feet to the POINT OF BEGINNING and containing 2.150 acres of land, more or less.
A. Settlement Statement U.S. Department of Housing OMB No. 2502-0265
and Urban Development
B. Type of Loan
1. O FHA 2. 0 FmHA 3. 0 Cone Unins 6. File Number 7. Loan Number 8. Mortgage Ins Case Number
4. OVA 5. O Conv Ins. 6. 0 Seller Finance 0129940
T D Cash Sate.
C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked
.o.c. " were paid outside the closing; theyare shown here for informational purposes and are not included in the totals.
D. Name & Address of Borrower E. Name & Address of Seller F. Name & Address of Lender
THE CITY OF ANNA JOINER CONSTRUCTION COMPANY, CASK
111 N. POWELL PARKWAY INC., A TEXAS CORPORATION
ANNA, TX 75409 11408 CHAIRMAN DRIVE
DALLAS, TX 75243
G. Property Location
OLD DONATION, Block 2, Lot 1-5 8 9, Collin County
206 E. 7TH STREET
ANNA, TX 75409
ettlement Agent Name
I RIVER TITLE COMPANY
N. Crockett
rman, TX 75090 Tax ID: 20-0734843
erwritten By: Alliant National Title Insurance Company
RED RIVER TITLE COMPANY
421 N. CROCKETT
SHERMAN, TX 75090
I. Settlement Date
5/30/2019
Fund: 5/30/2019
J. Summary of Borrower's T'rausaction
K. Summary of Seller's Transaction
100. Gross Amount Due from Borrower
400. Gross Amount Due to Seller
101. Contract Sales Price
$1,300,000.00 401. Contract Sales Price $1,300,000.00
102. Personal Property
402. Personal Property
103. Settlement Charges to borrower
$7,494.00 403.
104.
404.
105.
405.
Adjustments for items paid by seller in advance
Adjustments for items paid by seller in advance
106. Annual Assessments
406. Annual Assessments
107. City Property Taxes
407. City Property Taxes
108. County Property Taxes
408. County Property "faxes
109.
HOA Dues
409,
BOA Dues
110.
Rents
410.
Rents
111.
School Property Taxes
411,
School Property Taxes
112.
Existing Loans) Taken Subject to
412.
Loan Amount 2nd Lien
113.
Payoff of first mortgage loan to
413.
114.
Payoff of second mortgage loan to
414.
115.
415.
116.
1416,
200. Amounts Paid By Or in Behalf Of Borrower
500. Reductions in Amount Due to Seller
201.
Deposit or earnest money
501.
Excess Deposit
202.
Principal amount of new loans)
502.
Settlement Charges to Seller (line 1400) $258.98
203.
Existing loans) taken subject to
503.
Existing Loans) Taken Subject to
204.
Loan Amount 2nd Lien
504.
Payoff of first mortgage loan to
205.
505.
Payoff of second mortgage loan to
206.
506.
207.
507.
208.
508.
209,
509.
Adjustments for items unpaid by seller
Adjustments for items unpaid by seller
210.
Annual Assessments
510.
Annual Assessments
211.
City Property Taxes
511.
City Property Taxes
212.
County Property Taxes 01/01/19 thru 05/30/19
$4,612.07 512.
County Property Taxes 01/01/19 than 05/30/19 $4,612.07
213.
I-IOADues
513.
HOA Dues
214.
Rents
514.
Rents
215.
School Property Taxes
515.
School Property Taxes
216.
516.
217,
517.
218.
518.
219,
519.
300. Cash At Settlement From/Ta Borrower
600. Cash At Settlement To/Trom Seller
301. Gross Amount due from borrower (line 120)
$1,307,494.00 601. Gross Amount due to seller (line 420) $1,300,000.00
302. Less amounts paid by/for borrower (line 220)
$4,612.07 602. Less reductions in amt. due seller (line 520) $4,871.05
303. Cash From Borrower
$1.302.881.93 603. Cash To Seller SL.295.128.95
following: • HUD must develop a Special Information Booklet to help persons form to be used at the time of loan settlement to provide full disclosure of all charges
borrowing money to finance the purchase of residential real estate to better imposed upon the borrower and seller. These are third party disclosures that are
understand the nature and costs of real estate settlement services; designed to provide the borrower with pertinent information during the settlement
• Each lender must provide the booklet to all applicants from whom it receives or for process in order to be a better shopper,
whom it prepares a written application to borrow money to finance the purchase of The Public Reporting Burden for this collection of information is estimated to
residential real estate; • Lenders must prepare and distribute with the Booklet a average one hour per response, including the time for reviewing instructions
Good Faith Estimate of the settlement costs that the borrower is likely to incur in searching existing data sources, gathering and maintaining the data needed, and
connection with the settlement. These disclosures are mandatory. completing and reviewing the collection of information.
This agency may not collect this information, and you are not required to complete
this form, unless it displays a currently valid OMB cannot number.
The information requested does not lend itself to confidentiality.
Previous Editions are Obsolete - Page 1 form HUD -1 (3/86)
Handbook 4305.2
File No, 0129940
L. Settlement Charges
to
1102. Abstract or title search
to
700. 'total Sales/Broker's Commission based on price $1,300,000.00
@ % _ $0.00
Division of Commission (line 700) as follows:
to
1105. Document preparation
701.
to
to
1107. Attorney's fees
702.
to
)
1108. Title insurance
703. Commission Paid at Settlement
(includes above items numbers:
)
1109. Lender's coverage
1110. Owner's coverage
704. The following persons, firms or
to
to RED RIVER TITLE CO. GUARANTY
FEE TRUST ACCT
1112. Escrow fee
705. corporation s received a portion
to
to RED RIVER TITLE COMPANY
1114. Tax Certificate
706. of the real estate commission amount
to
1201, Recording Fees Deed $34.00; Mougage
;Rel to RED RIVER TITLE COMPANY
707, shown above:
to
1203. State tax/stamps Deed ;Mortgage
to
800. Items Payable to Connection with Loan
to RED RIVER TITLE COMPANY
1300. Additional Settlement Charges
80L Loan Origination Fee %
to
802. Loan Discount %
to
803. Appraisal Fee
to
804. Credit Report
to
805. Lender's Inspection Fee
to
806. Mortgage Insurance Application
to
807. Assumption Fee
to
808. Underwriting Fee
to
809. Tax Service Fee
to
810. Processing Fee
to
811. Flood Certification
to
900. Items Required by Lender To Be Paid in Advance
901. Interest from 5/30/2019 to 6/1@019 @ $0 /day
902. Mortgage Insurance Premium for months
to
903. Hazard Insurance Premium for years
to
1000. Reserves Deposited With Lender
1001. Hazard insurance
months @
per month
1002. Mortgage insurance
months @
per month
1003. Annual Assessments
months @
per month
1004. City Property Taxes
months @
per month
1005. County Property Taxes
months @
per month
1006. HOA Dues
months@
per month
1007. Rents
months @
per month
1008. School Property Taxes
months @
per month
1009. Flood insurance
0
months @
1011. Aggregate Adjustment
1100. Title Charges
1101. Settlement or closing fee
to
1102. Abstract or title search
to
1103. Title examination
to
1104. Title insurance binder
to
1105. Document preparation
to
1106. Notary fees
to
1107. Attorney's fees
to
(includes above items numbers:
)
1108. Title insurance
to RED RIVER TITLE COMPANY
(includes above items numbers:
)
1109. Lender's coverage
1110. Owner's coverage
$0.00/$0.00.
$1,300,000.00/$7,229.00
1111. GuarantyFee
to RED RIVER TITLE CO. GUARANTY
FEE TRUST ACCT
1112. Escrow fee
to RED RIVE12'PI'PLE COMPANY
1113. Courier fee
to RED RIVER TITLE COMPANY
1114. Tax Certificate
to RED RIVER TITLE COMPANY
1200. Government Recording and Transfer Charges
1201, Recording Fees Deed $34.00; Mougage
;Rel to RED RIVER TITLE COMPANY
1202. City/county tax/stamps Deed ; Mortgage
to
1203. State tax/stamps Deed ;Mortgage
to
1204. E -Recording Fee
to RED RIVER TITLE COMPANY
1300. Additional Settlement Charges
Paid From Paid From
Borrower's Seller's
Funds at Funds at
Settlement Settlement
$0.00 $0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$2.00
$225.00
$34.00
$33.98
1301. Survey to
1302. Pest Inspection to
1400. Total Settlement Charges (enter on lines 103, Section J and 502, Section K) $7,494.00 $258.98
I have carefully reviewed the HDD -1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and
disbursements made on my account or by me in this transaction. I further certify that I have received a completed copy of pages 1, 2 and 3 of this HUD -I Settlement
Statement.
File No.
THE
JOINER CONSTRUCTION COMPANY, INC., A TEXAS CORPORATION
By JA<,IES . PROCE, CITY MANAGER By FRANK B. JOINER, PRESIDENT
! SETTLEMENT AGENT CERTIFICATION
\ThgHUD-1 Settlement Statement which I have prepared is a true and accurate
account of this transaction, I have caused the funds to be disbursed in
accordance with this statement.
Settlement�E Date
Warning: It is a crime to knowingly make false statements to the United
States on this or any other similar form. Penalties upon conviction can
include a fine and imprisonment For details see: Title 18 U.S. Code Section
1001 and Section 1010.
Previous Editions are Obsolete Page 2 form HUD -1 (3/86)
Handbook 4305.2
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease") is entered into by and between the City of Anna, Texas, a
Texas home -rule municipality ("Landlord") and Joiner Construction Company, Inc., a Texas corporation ("Tenant").
For valuable consideration the parties agree and act as follows:
1. Definitions. The following terms have the meanings set forth below:
(a) City Council. The City Council of the City of Anna, Texas.
(b) Effective Date. The effective date of this Lease and the date upon which this Lease shall take effect
is the date of the Closing, as that term is defined in Section VI of that certain Contract for Sale and Leaseback of
Real Property ("Conveyance Agreement") under which fee simple title to the Property was sold and conveyed by
Tenant to Landlord.
(c) Leased Premises. The Leased Premises is located in the City of Anna, Collin County, Texas and
solely includes: (1) an approximately 1.80 -acre portion of the Property ("Lease Area 1") including only those
structures and appurtenances existing thereon as of the Conveyance Date ("Existing Improvements"), said Lease
Area 1 being more particularly described and depicted in the attached Exhibit 1; and (2) an approximately 0.506 -
acre portion of real property owned by Landlord that adjoins the Property ("Lease Area 2") said Lease Area 2 being
more particularly described in the attached Exhibit 1.
(d) Lease Term. Unless terminated sooner in accordance with the terms of this Lease, a term
commencing upon conveyance of the Property from Tenant to Landlord ("Conveyance Date") under the
Conveyance Agreement and ending on the expiration of the last day of the month that is 12 full months after the
month during which the Conveyance Date occurred.
(e) Pemitees. All officials, officers, directors, employees, agents, contractors, customers, visitors and
invitees of Tenant at the Leased Premises.
(f) Permitted Exceptions. The conditions, restrictions, easements and encumbrances, if any, affecting
title to the Leased Premises set forth in the owner's title of policy insurance obtained by Landlord pursuant to the
Conveyance Agreement.
(g) Property. The real property located in the Anna Original Donation, Collin County, including Anna
Original Donation (Can), Blk 2, Lot 1-5 8 9 & ABS -71 Henry Brantley Sur., Tr. 147, Anna, Collin Co., Texas, said
tract(s) being located at the street address commonly known as 206 E. 71" Street, Anna, Texas 75409.
(h) Specific Use. The use by Tenant or a sublessee of Tenant of the Leased Premises solely as the site
of: (1) a steel fabrication business including the onsite fabrication of heavy structural steel on Leased Area 1; and (2)
parking of Permittee vehicles on Lease Area 2.
2. Demise, Lease Term.
(a) Demise and Grant of Leased Premises. Landlord hereby leases to Tenant and Tenant accepts from
Landlord under the terms, provisions and conditions of this Lease the Leased Premises solely for the Specific Use
commencing on the Effective Date hereof and continuing until the expiration of the Lease Term or earlier
termination as hereinafter provided. The Lease Term and this Lease shall automatically expire immediately if- (1)
the Leased Premise is used for any purpose other than the Specific Use; or (2) the Specific Use is not continued for a
period more than 30 consecutive days.
(b) Quiet Enjoy. Upon Tenant's payment of all rent hereunder as same becomes due and
observance and performance of the covenants, terms and conditions to be observed and performed by Tenant
pursuant to this Lease, Tenant shall have throughout the Lease Terni, peaceful, quiet and undisturbed use and
possession of the Leased Premises solely for the Specific Use and all rights and privileges appertaining thereto,
subject to the terms, conditions and provisions of this Lease.
(c) Landlord's Title, Subordination. Landlord covenants, represents and warrants to Tenant as follows:
(1) Title. Landlord hereby represents and warrants that it owns good and indefeasible fee simple
title in and to the Leased Premises, subject only to the Permitted Exceptions, and has full right and authority to make
this Lease.
(2) No Actions. There are no actions, suits or proceedings pending or to the best of Landlord's
knowledge, threatened against Landlord and affecting any portion of the Leased Premises, at law or in equity, or
before any federal, state, municipal or other governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign.
(3) Authori1y. The execution and consummation of this Lease by Landlord has been duly
authorized and does not result in a breach of any of the terms or provisions of, or constitute a default under, any
indenture, agreement, instrument or obligation to which Landlord is a party or by which the Leased Premises or any
portion thereof is bound. However, notwithstanding the foregoing or any term or provision of this Lease, any and all
rights and obligations of Landlord and Tenant hereunder are subject to and shall not be effective unless and until
there has been formal approval or conditional approval by the City Council of this Lease at a duly noticed public
meeting.
(f) Condition of Leased Premises. TENANT UNDERSTANDS AND ACKNOWLEDGES ITS
ACCEPTANCE OF THE LEASED PREMISES IS WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY (EXCEPT AS SPECIFICALLY SET OUT HEREIN) OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY AND LANDLORD IS LEASING THE LEASED PREMISES AS IS, WHERE IS, AND WITH ALL
FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTY (ALL OF WHICH LANDLORD HEREBY
DISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN,
QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH
SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH LAWS AND
REGULATIONS. TENANT HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT
LANDLORD SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR
OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OCCUPANCY,
CONSTRUCTION, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR OPERATION OF THE
LEASED PREMISES. TENANT ACKNOWLEDGES THAT TENANT HAS INSPECTED THE LEASED
PREMISES AND ACCEPTS THE LEASED PREMISES "AS IS," "WHERE IS" AND "WITH ALL FAULTS."
3. Rent and Taxes. Tenant shall pay Landlord the following amounts:
(a) Rent.
(1) Tenant shall pay to Landlord as rent ("Rent") for the Leased Premises for the Lease
Term, a single lump sum payment of $10, the receipt and sufficiency of which is hereby acknowledged.
(2) If Tenant occupies or possesses the Leased Premises or any portion thereof after the
expiration of the Lease Term for any reason, the Rent shall increase to $5,000 per month or partial month
(with no proration) due on the fifth day of each month beginning with the month following expiration of
the Lease Term.
(b) Taxes. Tenant shall be liable to timely pay or reimburse Landlord for any taxes that may become due
during the Lease Term on a pro rata basis calculated as a percentage of the tax liability for the number of days in the
applicable tax year during which Tenant occupies the Property under this Lease. Either Landlord or Tenant may
dispute taxation of the Leased Premises or any portion thereof.
LEASE AGREEMENT PAGE 2
4. Improvements, Additions and Repairs.
(a) Delivery of Leased Premises. Landlord shall deliver exclusive possession of the Leased Premises to
Tenant upon the beginning of the Lease Terin, subject only to the provisions and terms of this Lease and the
Permitted Exceptions.
(b) Alterations and Improvements. With the exception of signs erected in conformance with applicable
laws and ordinances, and construction of Improvements as approved in writing by Landlord and, set forth on one or
more site plans submitted to and formally approved by the City Council during a duly posted meeting, and
constructed in accordance with construction plans submitted to and approved in writing by the City or City staff,
Tenant may not at any time construct, alter, change, expand any Improvements now or hereafter situated on the
Leased Premises; provided, however, that with the written permission of the City Manager and in accordance with
all applicable laws and ordinances, Tenant shall be permitted to demolish and remove any and all Improvements
and/or portions thereof located on the Leased Premises. If any such new construction by Tenant is at any time
approved:
(1) All such work shall be performed in a good and workmanlike manner, in accordance with
accepted standards of engineering and architecture, if applicable, and in accordance with local, state and federal law,
including but not limited to the Americans with Disabilities Act; and
(2) Such construction, alteration, additions, changes or demolishment shall be in compliance
with all applicable building codes, zoning, rules, regulations and ordinances affecting construction of such
alterations, additions, and changes and shall be commenced only after Tenant has been duly granted all legally
required permits for same.
(c) No Mechanic's Liens. Tenant shall not permit any mechanic's or materialman's liens to be filed
against Landlord's interest in the Leased Premises arising out of the Tenant Improvements (unless the same are fully
bonded so as to cause same to be removed in accordance with applicable law), and Tenant shall indemnify, defend
(using counsel acceptable to Landlord in its reasonable discretion), and hold harmless Landlord from and against
any costs, liability or expense, including attorneys fees and related expenses, attributable to any such liens. Tenant's
obligations under this paragraph 4(c) shall expressly survive the expiration or earlier termination of this Lease.
(d) Environmental. Tenant or any sublessee of Tenant shall use the Leased Premises solely for the
Specific Use, shall conduct its business in a lawful manner and shall not make or permit any unlawful use of the
Leased Premises. Tenant will, at its own expense, promptly comply with all laws, regulations, and ordinances
affecting the Leased Premises and the cleanliness, safety, occupancy, and use thereof. TENANT SHALL
INDEMNIFY, DEFEND (USING COUNSEL ACCEPTABLE TO LANDLORD IN ITS REASONABLE
DISCRETION) AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY COST, LIABILITY OR
EXPENSE ARISING OUT OF OR ATTRIBUTABLE TO ANY CLAIMS, DEMANDS, CAUSES OF ACTION,
FINES, PENALTIES, LIABILITY OR EXPENSES (INCLUDING ATTORNEY FEES, RELATED EXPENSES,
AND COURT COSTS) ARISING OUT OF OR RELATED TO THE EXISTENCE, REMOVAL OR DISPOSAL
OF ANY TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS WITHIN OR UPON THE LEASED
PREMISES CAUSED BY TENANT, ITS EMPLOYEES, OFFICERS, AGENTS, SUBLESSEES OR
REPRESENTATIVES BEFORE OR DURING THE LEASE TERM. FOR PURPOSES HEREOF, THE PHRASE
"TOXIC OR HAZARDOUS SUBSTANCES OR MATERIALS" SHALL INCLUDE ITEMS COVERED BY THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980,42
U.S.C. §§9601-75(1986), AS AMENDED BY THE SUPERFUND AMENDMENT AND REAUTHORIZATION
ACT, PUB. L. NO. 99-499, 100 STAT. 1613 (1986) ("CERCLA"), THE TOXIC SUBSTANCES CONTROL ACT,
15 U.S.C. §2601 ET SEQ., THE CLEAN WATER ACT, 33 U.S.C. §1251 ET SEQ., THE SAFE DRINKING
WATER ACT, 42 U.S.C. §§300(f)-3000), AND OTHERFEDERAL, STATE AND LOCAL LAWS NOW OR
HEREAFTER IN EFFECT GOVERNING THE EXISTENCE, REMOVAL OR DISPOSAL OF TOXIC OR
HAZARDOUS SUBSTANCES OR MATERIALS. Tenant's obligations under this paragraph 4(d) shall expressly
survive the expiration or earlier termination of this Lease.
LEASE AGREEMENT PAGE 3
(e) Repairs. Tenant shall, at its sole cost and expense, perform all repairs and preventative maintenance
necessary to maintain the Leased Premises in good condition and repair, ordinary wear and tear excepted, and keep
the Leased Premises in compliance with applicable law throughout the Lease Term. The foregoing shall not in any
way impair or limit Tenant's right to make alterations or additions to the Leased Premises as set forth in para raph
44b) above. Tenant's obligations under this paragraph 4(e) shall expressly survive the expiration or earlier
termination of this Lease.
(f) Tenant's Fixtures. Notwithstanding any provision of this Agreement, Tenant may install in or upon
the Leased Premises such trade fixtures and equipment as Tenant deems desirable, provided that Tenant does so in
accordance with a written plan demonstrating the size and configuration of such fixtures and equipment upon the
Leased Premises. All of said items shall remain Tenant's property whether or not affixed or attached to the Leased
Premises. Tenant may remove such items from the Leased Premises at any time during the Lease Term. Nothing
contained in this paragraph 4(f) shall diminish Tenant's obligations to maintain the Leased Premises pursuant to
paragraph 4(e).
(g) Platting, Site Plans, Approvals. Landlord and Tenant acknowledge that it may be necessary, from
time -to -time, for Landlord or Tenant to seek governmental approvals with respect to platting, zoning, site plans,
permitting and/or obtaining other permits in connection with its use and occupancy of the Leased Premises for the
uses permitted hereby (collectively, "Approvals"). Landlord agrees to reasonably cooperate with Tenant and Tenant
agrees to reasonably cooperate with Landlord with respect to its obtaining the Approvals and to execute such
documents as may be required in order for Landlord and/or Tenant to obtain such Approvals. Tenant expressly
understands and agrees that approval by the City Council of this Lease does not constitute the City Council's
granting of an Approval and does not bind the City Council to grant or approve any other Approvals.
5. Utilities. Tenant shall at its own expense arrange with the appropriate utility suppliers for services to the
Leased Premises, pay all connection, meter and service charges and deposits required to connect utilities to the
Leased Premises, and pay such utility suppliers directly for such services. Landlord shall not pay any sum in
connection with utility installation or service on the Leased Premises.
6. Use, Transfers, or Assignments.
(a) Tenant's Use. Except as prohibited or restricted by the Permitted Exceptions, Tenant may use the
Leased Premises solely for the Specific Use, provided that such purpose and use is in conformity with all applicable
site plans, zoning, and Approvals, and other restrictions set forth in this Lease and which may otherwise apply to the
Leased Premises,
(b) Assignment, Subletting. Tenant shall not assign all or any part of this Lease or sublet all or any part
of the Leased Premises without Landlord's written consent; provided, however, that Tenant may sublease the Leased
Premises to Wells/McCoy Steel Services, Inc. for the Specific Use, which such sublease shall: (1) be in a written
form approved by Landlord without unreasonable denial or delay; and (2) terminate automatically at the expiration
of the Lease Term or earlier termination as provided in this Agreement. In the case of any assignment or sublease
permitted by Landlord, Tenant shall not be released from any liability.
7. Indemnification, Insurance.
(a) Indemnification. IN ADDITION TO ANY OTHER PROVISIONS OF THIS LEASE, TENANT
SHALL INDEMNIFY, HOLD HARMLESS, AND, AT LANDLORD'S OPTION, DEFEND (USING COUNSEL
ACCEPTABLE TO LANDLORD IN ITS REASONABLE DISCRETION) LANDLORD AND ITS OFFICERS,
DIRECTORS, AGENTS AND EMPLOYEES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM
AND AGAINST ANY AND ALL LIABILITY, LIENS, CLAIMS, DEMANDS, DAMAGES, EXPENSES, FEES,
COSTS, REASONABLE ATTORNEY FEES AND LITIGATION COSTS, FINES, PENALTIES, SUITS,
PROCEEDINGS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY KIND AND NATURE
ARISING OUT OF OR RELATING IN ANY WAY TO TENANT'S USE, OCCUPANCY, CONSTRUCTION,
MANAGEMENT, CONTROL OR SUBLEASE OF THE LEASED PREMISES, IMPROVEMENTS OR
TENANT'S OPERATIONS, CONDUCT OR ACTIVITIES, UNLESS AND TO THE EXTENT THE SAME IS
LEASE AGREEMENT PAGE 4
DUE TO THE NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL ACTS OR OMISSIONS OF
LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS, TENANT'S OBLIGATIONS UNDER THIS
PARAGRAPH 7(a) SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE
TERM.
(b) Tenant's Insurance. Tenant shall, at its expense, obtain comprehensive general liability insurance
against all claims on account of bodily injury, personal injury or property damage, for which Tenant may, as a result
of its operations or other use of the Leased Premises, become liable. At a minimum, the insurance policies to be held
by the Tenant shall be in effect at all times during the Lease Tenn, and shall include: (a) workers compensation
insurance if required by applicable law in the amount required by law; and (b) general liability insurance including
personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the
liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury,
death and property damage of not less than $1,000,000.00. Coverage must be on a "per occurrence" basis. All such
insurance shall: (i) be issued by a carrier which is rated "A 1" or better by A.M. Best's Key Rating Guide and
licensed to do business in the State of Texas; and (ii) name the Landlord as an additional insured and contain a
waiver of subrogation endorsement in favor of the Landlord. Upon request by the Landlord, the Tenant shall
provide to the Landlord certificates of insurance evidencing such insurance coverage together with the declaration of
such policies, along with the endorsement naming the Landlord as an additional insured. Each such policy shall
provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the Landlord shall
receive written notice of such cancellation, non -renewal or modification."
(c) Workers Compensation. Tenant shall maintain workers compensation or similar insurance affording
not less than Texas statutory coverage minimums and providing not less than statutory limits or benefits for all
employees of Tenant employed at the Leased Premises.
(d) Scope. The insurance or risk pool policies or duly executed certificates thereof, together with
satisfactory evidence that the premium has been paid, shall be provided to Landlord on or before the Effective Date
of this Lease; and, thereafter, evidence of continuing insurance and premium payment shall be delivered to Landlord
not less than 30 days prior to the expiration of each policy required to be in force hereunder. If Tenant fails to
maintain the required insurance or to deliver evidence of same this Lease will continue in full force and effect;
provided, however, that Landlord may, but shall not be obligated to, obtain such insurance and be reimbursed by
Tenant upon demand.
(e) Waiver of Subrogation. Landlord shall not be liable by way of subrogation or otherwise to Tenant or
to any insurance company insuring Tenant for any loss or damage to any of the property of the Landlord or Tenant
covered by insurance even though such loss or damage might have been occasioned by the negligence of: (1)
Landlord or its officers, directors, employees, agents, contractors, customers, or visitors and invitees of Landlord at
the Leased Premises; or (2) Tenant or its Permitees. This waiver shall be in effect only so long as the applicable
insurance or risk pool policies shall contain a clause or endorsement to the effect that the waiver shall not affect the
right of the insured to recover under such policies. Tenant shall use its best efforts, including payment of any
additional premium, to have its insurance policies contain the standard waiver of subrogation clause. In the event
Tenant's insurance carrier declines to include in such carrier's policies a standard waiver of subrogation clause,
Tenant shall promptly notify Landlord.
8. Destruction, Condemnation.
(a) Destruction,
(1) Cancellation. If any portion of the Improvements situated on the Leased Premises shall be
damaged or destroyed, this Lease shall continue in full force and effect and shall not be affected thereby.
(2) Restoration. In the event of unintended damage or destruction, Tenant shall remove any
debris and cause the Leased Premises to be repaired or restored as Landlord may permit in writing, but in any event
the Leased Premises shall be repaired or restored to a safe and sightly condition in compliance with all applicable
laws.
LEASE AGREEMENT PAGE 5
(3) Insurance Proceeds. All of Tenant's insurance proceeds payable with respect to damage or
destruction of the Improvements shall be retained by and be the property of Tenant.
(b) Condemnation.
(1) Taking of Parking or Access. In the event of a taking by the power of eminent domain or
conveyance in lieu thereof ("Taking") of the whole or any part of the Leased Premises, this Lease shall terminate as
to the portion so taken but shall remain in full force and effect as to the balance of the Leased Premises.
(2) Awards. All compensation awarded for any Taking of the Leased Premises, including any
interest of Landlord or Tenant therein, shall be the property of Landlord, and Tenant hereby assigns to Landlord all
of Tenant's rights, title and interest in and to any and all such compensation.
(3) Restoration. If there is a Taking of all or part of the Leased Premises, Tenant, at its sole
discretion and expense, shall restore and rebuild the Leased Premises, in such manner as Landlord may permit in
writing, provided that the same shall be in accordance with all applicable laws.
9. General Provisions.
(a) Notice. "Notice" shall mean any notice, notification, consent, approval, request, designation, submission,
specification, election or other communication required or permitted under this Lease. All notices required by or
permitted under this Agreement must be in writing. Any notice required by this Agreement 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 Agreement.
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.
To the City:
City Manager
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
With a copy to:
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To Joiner:
Frank B. Joiner
Joiner Construction Co., Inc.
11408 Chairman Drive
Dallas, Texas 75243
(b) Entire Agreement, This Lease embodies the entire agreement and understanding between the parties
as to the lease of the Leased Premises by Tenant and supersedes all prior negotiations, agreements and
understandings pertaining to such lease. Any provision of this Lease may be modified, waived or discharged only by
an instrument in writing signed by the party against which enforcement of such modification, waiver or discharge is
sought. This Lease is not intended to be nor shall it be construed as a service contract or contract for the sale of
LEASE AGREEN ENT PAGE 6
goods by Landlord to Tenant. Landlord does not by entering into this Lease waive any immunities it may have under
common law or statute.
(c) Commission. Tenant and Landlord hereby represent to each other that neither has entered into any
agreement or understanding that would give rise to a real estate commission being owed in connection with this
Lease, and each of Landlord and Tenant shall indemnify and hold the other harmless against any commission,
payment, interest or participation claimed on account of this Lease with any party under any alleged agreement or
understanding entered into on that party's behalf with the person or entity claiming the commission, payment,
interest or participation.
(d) Force Majeure. Each party shall be excused from performing an obligation or undertaking provided
for in this Lease for so long as such performance is prevented, delayed, retarded or hindered by an Act of God, fire,
earthquake, flood, explosion, action of the elements, war, invasion, insurrection, riot, mob violence, sabotage, strike,
lockout, action of labor unions, requisitions, laws, or orders of government or civil or military authorities.
(e) Surrender. Upon the expiration of the Lease Term or earlier termination of this Lease ("Surrender
Date"), Tenant shall surrender the Leased Premises to Landlord. Prior to surrender, Tenant may remove all Personal
Property, all fixtures (including without limitation trade fixtures installed by Tenant), and all other installations or
improvements, structures, buildings, HVAC equipment, paneling, partitions, railings, mezzanine floors, galleries
and other structural features on the Property (collectively, "Tenant Removable Fixtures/Equipment"); provided,
however, that Tenant may not at any time remove public infrastructure including water, sewer or drainage
infrastructure. Any Tenant Removable Fixtures/Equipment not removed from the Property on or before the
Surrender Date shall be and become the property of Landlord and shall be surrendered with the Leased Premises at
the expiration or termination of this Lease unless Landlord notifies Tenant to the contrary in writing, in which event
Tenant may thereafter remove such property at its expense. Any property not promptly removed by Tenant under the
provisions of this subparagraph may, at Landlord's option, be deemed to have been abandoned by Tenant and may
be retained by Landlord without any claim by Tenant. Tenant shall in any event repair any damage to the Leased
Premises caused by Tenant's removal of any property.
(f) Applicable Law, Construction. The laws of the State of Texas shall govern the validity, performance
and enforcement of this Lease. The invalidity or unenforceability of any provision of this Lease shall not affect or
impair any other provision. If any provision of this Lease is capable of two constructions, one of which would render
the provision invalid and the other of which would make the provision valid, the provision shall have the meaning
which renders it valid. The submission of this document for examination does not constitute an offer to lease, this
document being effective only upon the conditions stated herein.
(g) Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this
Lease.
(h) Captions. The captions are for convenience and do not limit or define the provisions of this Lease.
(i) Gender, Number. Whenever the sense of this Lease requires it, the use of (1) singular number shall
be deemed to include the plural, (2) the masculine gender shall be deemed to include the feminine or neuter gender,
and (3) the neuter gender shall be deemed to include the masculine and feminine gender.
0) Counterparts. This Lease may be executed in multiple counterparts, each of which shall be an
original, but all of which shall constitute one instrument.
(k) Contract Interpretation. This Lease 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
language in dispute.
(1) No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended
to and shall not be deemed to create a partnership or joint venture among the parties.
LEASE AGREEMENT PAGE 7
(m) Binding Effect. All provisions of this Lease shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns.
THE CITY OF ANNA, TEXAS
r
By
Printed Laine:.s ` '"--z,
a
Title: %r v at AA l
STATE OF TEXAS
COUNTY OF COLLIN §
Before me, the undersigned notary public, on th day of 2019, personally appeared
J' E ? ("0 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 arr$ on
behalf of `r
ri
U
{1
'17.:x"
r
JOINER CONSTRUCTION COMPANY, INC.
By
Frank B. Joiner, its President
STATE OF TEXAS
w
f
Notary Puhlie;"State of Texas
COUNTY OF COLLIN §
Before me, the undersigned notary public, on the ' day of 2019, personally appeared
Frank B. Joiner known to me (or proved to me) to be the person whose name is subsSribed to the foregoing instrument
and acknowledged to me that he executed the same in his capacity as President of Joiner Construction Company, Inc.
t " filotary Public, State_ofTexas.
LEASE AGREEMENT PAGE 8
Exhibit 1
Description and Depiction of Lease Area 1 and Lease Area 2
""I rKW, / zK e
N
to , po '0 s
TSU pry U
ppj U
a
t i a
11 r g
g
Ll
ANNA CITY HALL / MUNICIPAL COURT / POLICE BUILDING
A
HE CITY OF ANNA