Resolution 2020-34RESOLUTION NO.2020.34(R)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE,
TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE CITY
OF WYLIE, TEXAS, TO EXECUTE A PURCHASE AND SALE
AGREEMENT BETWEEN THE CITY OF WYLIE AND MINTREX LLC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WYLIE, TEXAS:
SECTION 1: The City Manager of the City of WYLIE, Texas, is hereby authorized to
execute, on behalf of the City Council of the City of WYLIE, Texas, a Purchase and Sale
Agreement between the City of Wylie and Mintrex LLC,
SECTION 2: This Resolution shall take effect immediately upon its passage.
IRESOLVED THIS THE 28°d day of July, 2020.
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ERIC HOGU , M y r
ATTEST TO:
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STEPHANIE STORM, City
Resolution No. 2020-34(R) Purchase And Sale Agreement Between The City Of Wylie And Mintrex LLC
Pagel of2
EXHIBIT "A"
Purchase and Sale Agreement ,
Resolution No. 2020-34(R) Purchase And Sale Agreement Between The City Of Wylie And Mintrex LLC
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' PURCHASE AND SALE AGREEMENT
0.2240 acres f, Wylie, Collin County, Texas
THIS PURCHASE AND SALE AGREEMENT (this "Agreement') is made and entered
into between the CITY OF WYLIE, TEXAS, a Texas home -rule municipality (the "Seller") and
GDA INVESTMENTS, LLC — Series 53, a Texas series limited liability company ("Purchaser').
RECITALS
WHEREAS, defined terms are indicated by initial capital letters. Defined terms shall have
the meaning set forth herein, whether or not such terms are used before or after the definitions are
set forth.
WHEREAS, Purchaser desires to purchase the Property and Seller desires to sell the
Property, all upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and
agreements set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other
good and valuable consideration, the receipt and sufficiency of which are acknowledged,
Purchaser and Seller agree as follows:
ARTICLE 1
' BASIC INFORMATION
Section 1.1 Certain Defined Terms
The following defined terms shall have the meanings set forth below:
A. Closing. The completion of the transaction described in this Agreement.
B. Closing Date. The date that is thirty (30) days after the expiration of the Inspection
Period.
C. Cure Period. The period beginning on the date Seller receives Purchaser's
Objections and ending on the date that is fourteen (14) days thereafter.
Date.
D. Due Diligence Delivery Date. The date that is ten (10) days after the Effective
E. Earnest Money. One Thousand and No/100 Dollars ($1,000.00).
F. Earnest Money Delivery Date. The date that is three (3) days after the Effective
Date.
G. Effective Date. The later of the dates on which Seller and Purchaser fully execute
' this Agreement, as set forth next to each parry's signature block.
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H. Inspection Period. The period beginning on the Effective Date and ending on the
date which is forty-five (45) days after the Effective Date. '
I. Purchase Price. The product of Three and 12/100 Dollars ($3.12) multiplied by
the number of gross square feet contained in the Property as determined by the Survey.
J. Review Period. The period ending ten (10) days after Purchaser's receipt of the
later of the (i) initial Title Commitment, (ii) Title Documents, and (iii) the Survey.
K. Survey Delivery Date. The date that is twenty (20) days after the Effective Date.
L. Title Commitment Delivery Date. The date that is twenty (20) days after the
Effective Date.
M. Title Company. Lawyers Title Company, Attn: D. Baron Cook, 250 Highway 78
South, Wylie, Texas 75098.
N. Title Termination Period. The period beginning on the expiration of the Cure
Period and ending on the date that is five (5) days after the Cure Period.
Section 1.2 Closing Costs
Closing costs shall be allocated and paid as follows:
COST
RESPONSIBLE PARTY
Title Commitment
Purchaser
Premium for standard form Title Policy
Purchaser
Premium for endorsements or additional coverage for the Title
Policy, and additional cost for any loan policies
Purchaser
Cost of new, updated or revised Survey
Purchaser
Recording Fees
Purchaser
Escrow Fee charged by Title Company
Split Evenly
Rollback Taxes
Purchaser
All other Closing costs, expenses, charges and fees customarily
paid by purchasers in Collin County
Purchaser
All other Closing costs, expenses, charges and fees customarily
paid by sellers in Collin County
Seller
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' Section 1.3 Notice Addresses
Seller: City of Wylie, Texas
Attn: City Manager
300 Country Club Road
Wylie, Texas 75098
11
with copy to: Abernathy, Roeder, Boyd & Hullett, P.C.
Attn: Randy Hullett
1700 Redbud Blvd., Suite 300
McKinney, Texas 75069
Purchaser: GDA Investments, LLC - Series 53
Attn: Alejandro Luna
2800 Exchange Street
Wylie, Texas 75098
with copy to:
Attn:
Title Company: Lawyers Title Company
Attn: D. Baron Cook
250 Highway 78 South
Wylie, Texas 75098
ARTICLE 2
PROPERTY
Section 2.1 Property Description
Upon the terms and conditions hereinafter stated, Seller hereby agrees to sell and convey
to Purchaser good and indefeasible title to approximately 0.2240 f acres of land located on Steel
Road in the City of Wylie, Collin County, Texas, together with all benefits, privileges, easements,
tenements, hereditaments, rights and appurtenances thereon or pertaining thereto, as more
specifically set forth herein on Exhibit "A" and as depicted on Exhibit "A-1", attached hereto
and incorporated herein by this reference (the "Pro a ").
Section 2.2 Legal Description
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The legal description of the Land set forth in the final Survey shall be substituted for
Exhibit "A" (if applicable) at a later date as the description of the Property to be conveyed '
hereunder and shall become part of this Agreement.
ARTICLE 3
PURCHASE PRICE
Purchaser agrees to purchase the Property at the Purchase Price and upon the terms set
forth herein. At Closing, Purchaser shall deliver to Seller the Purchase Price in cash or other
immediate funds.
ARTICLE 4
EARNEST MONEY
On or before the Earnest Money Delivery Date, Purchaser shall deposit the Earnest Money
in the form of a check or wire transfer with the Title Company in its capacity as escrow agent, to
be held in escrow pursuant to the terms of this Agreement. If Purchaser fails to timely deposit the
Earnest Money, Seller may terminate this Agreement at any time before Purchaser deposits the
Earnest Money with the Title Company, and upon such election, this Agreement shall terminate.
Purchaser agrees that One Hundred and No/100 Dollars ($100.00) of the Earnest Money is given
as consideration for this Agreement (the "Independent Consideration" ), which Independent
Consideration shall be applied to the Purchase Price at Closing, but shall not be returned to
Purchaser in the event the Earnest Money is otherwise returned to the Purchaser pursuant to the
terms of this Agreement. The Earnest Money shall be credited to the Purchase Price at Closing. '
ARTICLE 5
DUE DILIGENCE AND CONTINGENCIES
Section 5.1 Survey and Title Review
A. Survey. If there is an existing survey of the Property, Seller shall deliver to
Purchaser a copy of such survey (the "Survev") on or before the Survey Delivery Date. If there is
no existing Survey, or if it is necessary for the Survey to be updated, the Survey will be obtained
or updated at Purchaser's expense, if necessary, to a date no sooner than the Effective Date and
shall be prepared by a registered land surveyor in conformity with the "Minimum Standard Detail
Requirements for ALTA/NSPS Land Title Surveys" jointly established and adopted by ALTA and
NSPS in 2011 (or such local equivalent as may exist with respect to the Property), in conformity
with such standards as are required by the Title Company as a condition to the removal of the
survey exception from the Title Commitment, and certified to Purchaser, the Title Company and
such other parties as Purchaser shall designate by written notice to Seller.
B. Title Commitment. On or before the Title Commitment Delivery Date, Seller
shall, at Purchaser's expense, deliver or cause to be delivered to Purchaser (i) a title commitment
(the "Title Commitment") covering the Property binding the Title Company to issue a Texas
Owner Policy of Title Insurance (the "Title Policy") on the standard form prescribed by the Texas
State Board of Insurance at the Closing, in the full amount of the Purchase Price, insuring '
Purchaser's fee simple title to the Property to be good and indefeasible, subject only to the
Permitted Exceptions as defined below, and (ii) the following documents (collectively, the "Title
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' Documents'): (1) true and legible copies of all recorded instruments affecting the Property and
recited as exceptions in the Title Commitment, and (2) a current tax certificate.
C. Special Assessment Districts. If the Property is situated within a utility district or
flood control district subject to the provisions of Section 50.301, Texas Water Code, then Seller
shall give to Purchaser as part of the Title Documents the required written notice and Purchaser
agrees to acknowledge receipt of the notice in writing. The notice must set forth the current tax
rate, the current bonded indebtedness and the authorized indebtedness of the district, and must
comply with all other applicable requirements of the Texas Water Code. If the Property is subject
to mandatory membership in a property owner's association, Seller shall notify Purchaser of the
current annual budget of the property owners' association, and the current authorized fees, dues
and/or assessments relating to the Property.
D. Review and Cure Period. During the Review Period, Purchaser shall have the
opportunity to review the Survey, the Title Commitment, and the Title Documents. If Purchaser
has any objections to the Survey, Title Commitment or Title Documents, Purchaser may deliver
such objections to Seller in writing within the Review Period (collectively, "Objections').
Purchaser's failure to provide Objections to Seller prior to the expiration of the Review Period
shall be a waiver of Purchaser's right to object, and any item to which Purchaser does not include
in its Objections on or before to the expiration of the Review Period shall deemed a "Permitted
Exception." Items that the Title Company identifies as to be released at Closing will be deemed
Objections by Purchaser and shall not be Permitted Exceptions. If Purchaser provides Seller with
' any Objections, Seller may, but is not obligated to attempt to satisfy the Objections within the Cure
Period. Zoning ordinances and the lien for current taxes are deemed to be Permitted Exceptions.
E. Failure or Refusal to Cure. If Seller cannot satisfy or chooses not to satisfy
Purchaser's Objections within the Cure Period, then Purchaser may terminate this Agreement by
delivering a written notice to Seller within the Title Termination Period. If Purchaser terminates
this Agreement, the Earnest Money shall be immediately returned to Purchaser and thereafter
neither party shall have any rights or obligations under this Agreement (except for those which
may expressly survive the termination of this Agreement). If Purchaser does not terminate this
Agreement, then Purchaser shall be deemed to have waived any uncured Objections, except for
those Objections Seller has agreed to cure, and must accept such title as Seller is able to convey as
of Closing, subject to the other terms and provisions of this Agreement. Notwithstanding the
foregoing, at or prior to Closing, Seller shall discharge or cause to be discharged all: (i) matters set
forth on Schedule C of the Title Commitment; (ii) exceptions to title created after the Effective
Date without the written consent of Purchaser; and (iii) judgments, liens and mortgages affecting
the Property, and same shall not constitute Permitted Exceptions.
Section 5.2 Due Diligence
On or prior to the Due Diligence Delivery Date, Seller shall deliver to Purchaser copies of
all engineering investigations, soils reports, feasibility reports, tests, environmental studies, license
agreements, management agreements, and other information related to the Property in Seller's
' possession or control. Notwithstanding Seller's delivery of the above described studies, tests and
other due diligence material, if any, Purchaser acknowledges that any information of any type
which Purchaser has received or may receive from Seller, or its agents, is furnished to Purchaser
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as a courtesy only and on the express condition that Purchaser shall make an independent
verification of the accuracy of such information, and that all such information is being furnished '
without any representation or warranty by Seller as to the truth, accuracy, or completeness of such
information; provided, however, that Seller confirms that Seller has no current actual knowledge
of any material inaccuracies or errors in any such due diligence materials. Further, as a condition
to Seller's delivery of any due diligence materials to Purchaser, Purchaser expressly acknowledges
the foregoing in its acceptance of such due diligence items from Seller, and agrees to waive any
and all claims against Seller for any cause of action arising from Purchaser's reliance on such
Seller famished due diligence materials.
Section 5.3 Inspection Period
A. Purchaser's Right to Inspect the Property. Prior to the expiration of the
Inspection Period, Purchaser shall have the right to inspect the Property and determine if the same
is suitable for Purchaser's intended use. If Purchaser notifies Seller in writing on or before 11:59
p.m. on the last day of the Inspection Period that Purchaser disapproves or is dissatisfied in any
way with the Property, such determination to be made in Purchaser's sole and absolute discretion,
then this Agreement shall terminate and the Earnest Money heretofore delivered by Purchaser to
Title Company shall be returned to Purchaser; provided, however, the Independent Consideration
shall not be returned to Purchaser. If Purchaser fails to so notify Seller in writing prior to the
expiration of the Inspection Period of Purchaser's election to terminate this Agreement, this
Agreement shall continue in full force and effect. Seller hereby grants to Purchaser during the
Inspection Period the right to enter upon the Property and conduct such tests as Purchaser deems '
necessary.
B. Indemnification for Inspection. Purchaser shall indemnify, defend, and hold
harmless Seller from all claims, actions or causes of action which might occur by virtue of the
entry upon or testing of the Property and provided further that in the event Purchaser does not
return the Property to its condition prior to Purchaser's activities, Purchaser shall be responsible
for all damages occasioned to the Property arising out of the entry upon or testing of the Property,
and this indemnity and covenant will survive the Closing or termination of this Agreement for a
period of twelve (12) months. Notwithstanding the foregoing or anything contained herein to the
contrary, Purchaser shall have no obligation to indemnify Seller for any claim, action or cause of
action which is caused, in whole or in part, by Seller's grossly negligent act or omission or to the
extent caused by the willful misconduct of Seller, nor shall Purchaser be required to indemnify
Seller with respect to Purchaser's discovery or disturbance of any preexisting matter on or with
respect to the Property existing prior to entry on the Property by Purchaser or Purchaser's agents,
independent contractors, servants, or employees, including, but not limited to, any hazardous
material or dangerous condition.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES
Section 6.1 Seller's Representation and Warranties
Seller represents and warrants to Purchaser as of the Effective Date and as of the Closing I
as follows:
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A. Title. Seller has the right to convey and will convey to Purchaser good and
indefeasible fee simple title to the Property free and clear of any and all liens, assessments,
unrecorded easements, security interests and other encumbrances except only to the Permitted
Exceptions.
B. Licenses. There are no parties in possession of any portion of the Property as
licensees, tenants at sufferance or trespassers except for those disclosed, and delivered to Seller as
part of the due diligence materials.
C. Negative Covenants. Seller shall not further encumber any of the Property or
allow an encumbrance upon the title to any of the Property without the written consent of
Purchaser.
D. Liens and Debts. There are no mechanic's liens, Uniform Commercial Code liens
or unrecorded liens against the Property, and Seller shall not allow any such liens to attach to the
Property prior to Closing, which will not be satisfied out of the Closing proceeds. All obligations
of Seller arising from the ownership and operation of the Property and any business operated on
the Property, if any, including, but not limited to, taxes, leasing commissions, salaries, and similar
agreements, have been paid or will be paid prior to Closing. Except for obligations for which
provisions are made in this Agreement for prorating at Closing, there will be no obligations of
Seller with respect to the Property outstanding as of Closing.
E. Litigation. To Seller's knowledge, there is no pending or threatened litigation,
condemnation, or assessment affecting any of the Property. Seller shall promptly advise Purchaser
of any litigation, condemnation or assessment affecting any of Property which is threatened or
instituted after the Effective Date.
F. Operation of the Property. After the Effective Date through the Closing Date,
Seller shall maintain the Property in the same condition and in the same manner as existed on the
Effective Date, except for ordinary wear and tear and any casualty loss.
G. Patriot Act. To the extent applicable to Seller, Seller has complied in all material
respects with the International Money Laundering Abatement and Anti -Terrorist Financing Act of
2001, which comprises Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act")
and the regulations promulgated thereunder, and the rules and regulations administered by the U.S.
Treasury Department's Office of Foreign Assets Control ("OFAC"), to the extent such laws are
applicable to Seller. To the best of Seller's knowledge, Seller is not included on the List of
Specially Designated Nationals and Blocked Persons maintained by the OFAC, or is a resident in,
or organized or chartered under the laws of, (i) a jurisdiction that has been designated by the U.S.
Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special
measures due to money laundering concerns or (ii) any foreign country that has been designated
as non -cooperative with international anti -money laundering principles or procedures by an
intergovernmental group or organization, such as the Financial Action Task Force on Money
' Laundering, of which the United States is a member and with which designation the United States
representative to the group or organization continues to concur.
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H. Organization and Authority. Seller is a home -rule municipality duly organized
and validly existing under the laws of the State of Texas. The execution and delivery of this '
Agreement by the officer(s) executing this Agreement on behalf of Seller and the performance of
this Agreement by Seller have been duly authorized by Seller, and this Agreement is binding on
Seller and enforceable against Seller in accordance with its terms. No consent or waiver of any
restriction against any such execution, delivery and performance is required from any creditor,
judicial or administrative body, governmental authority, or other party other than any such consent
or waiver, which already has been given. The execution of this Agreement and the consummation
of the transaction contemplated herein will not violate any restriction, court order or agreement to
which Seller or the Property is subject.
I. No Prohibitions. Neither Seller, nor any employee executing this Agreement on
behalf of Seller is prohibited from (i) executing or delivering this Agreement; (ii) complying with
the terms of this Agreement or (iii) consummating the transactions contemplated by this
Agreement by any applicable governmental requirement, agreement, instrument, restriction, or by
a judgment, order or decree of any governmental authority having jurisdiction over Seller or the
Property.
J. Compliance with Laws. To the best of Seller's current actual knowledge, neither
the Property, nor Seller are currently subject to (i) any existing, pending or threatened investigation
or inquiry by any governmental authority or (ii) any remedial obligations, under any applicable
law, statute, ordinance, rule, regulation, order or determination of any governmental authority or
any board of fire underwriters (or other body exercising similar functions), or any restrictive '
covenant or deed restriction or zoning ordinance or classification affecting the Property, including,
without limitation, all applicable building codes, fire codes, health codes, water codes, flood
disaster laws and health and Environmental Laws and regulations (hereinafter sometimes
collectively called the "Applicable Laws'). Seller has received no notice from any municipal,
state, federal or other governmental authority of any violation of any Applicable Laws issued in
respect of the Property which has not been heretofore corrected, and no such violation exists.
K. "AS IS". EXCEPT AS EXPRESSLY PROVIDED HEREIN, IT IS
UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING ANY WARRANTIES
OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN
SELLER'S WARRANTY OF TITLE SET FORTH IN THE DEED TO BE DELIVERED
AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL
CONDITION, ABSENCE OF LATENT DEFECTS, OPERATING HISTORY OR
PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL
REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR
AFFECTING THE PROPERTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY, PURCHASER
HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR
INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR SELLER'S
REPRESENTATIVES. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND '
INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND RELY UPON
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SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING, BUT NOT LIMITED TO, LATENT DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. EXCEPT AS
EXPRESSLY PROVIDED HEREIN, PURCHASER AGREES TO TAKE WHATEVER
ACTION AND PERFORM WHATEVER INVESTIGATIONS AND STUDIES
PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION
OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE
ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS AND/OR TOXIC
SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY. PURCHASER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL
AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE
PROPERTY "AS IS, WHERE IS", WITH ALL FAULTS AND THERE ARE NO ORAL
OR WRITTEN AGREEMENTS, WARRANTIES OR REPRESENTATIONS,
COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD
PARTY. FURTHER, PURCHASER HEREBY ACKNOWLEDGES TO SELLER THAT
PURCHASER AND SELLER ARE NOT IN A SIGNIFICANTLY DISPARATE
BARGAINING POSITION. THE TERMS AND CONDITIONS OF THIS PARAGRAPH
SHALL EXPRESSLY SURVIVE THE CLOSING AND SHALL NOT BE MERGED
THEREIN.
Section 6.2 Purchaser's Representations and Warranties
' Purchaser represents and warrants to Seller as of the Effective Date and as of the Closing
as follows:
A. Organization and Authority. Purchaser is a series limited liability company duly
organized and validly existing under the laws of the State of Texas. The execution and delivery
of this Agreement by the officer(s) executing this Agreement on behalf of Purchaser and the
performance of this Agreement by Purchaser have been duly authorized by Purchaser, and this
Agreement is binding on Purchaser and enforceable against Purchaser in accordance with its terms.
No consent or waiver of any restriction against any such execution, delivery and performance is
required from any creditor, judicial or administrative body, governmental authority, or other party
other than any such consent or waiver, which already has been given. The execution of this
Agreement and the consummation of the transaction contemplated herein will not violate any
restriction, court order or agreement to which Purchaser is subject. If Purchaser assigns this
Contract to an allowed third party, such entity shall be duly organized, validly existing and in good
standing under the laws of the State of Texas and have all the requisite power and authority to
enter into, deliver and perform this Contract.
B. Litigation. To Purchaser's knowledge, there is no pending or threatened litigation
affecting Purchaser. Purchaser shall promptly advise Seller of any litigation affecting Purchaser
and its ability to consummate the transaction contemplated herein which is threatened or instituted
after the Effective Date.
C. Patriot Act. To the extent applicable to Purchaser, Purchaser has complied in all
material respects with the International Money Laundering Abatement and Anti -Terrorist
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Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the '
"Patriot Act") and the regulations promulgated thereunder, and the rules and regulations
administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), to
the extent such laws are applicable to Purchaser. To the best of Purchaser's knowledge, Purchaser
is not included on the List of Specially Designated Nationals and Blocked Persons maintained by
the OFAC, or is a resident in, or organized or chartered under the laws of, (i) a jurisdiction that has
been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act
as warranting special measures due to money laundering concerns or (ii) any foreign country that
has been designated as non -cooperative with international anti -money laundering principles or
procedures by an intergovernmental group or organization, such as the Financial Action Task
Force on Money Laundering, of which the United States is a member and with which designation
the United States representative to the group or organization continues to concur.
D. No Prohibitions. Neither Purchaser, nor any employee executing this Agreement
on behalf of Purchaser is prohibited from (i) executing or delivering this Agreement; (ii)
complying with the terms of this Agreement or (iii) consummating the transactions contemplated
by this Agreement by any applicable governmental requirement, agreement, instrument,
restriction, or by a judgment, order or decree of any governmental authority having jurisdiction
over Purchaser.
Section 6.3 Knowledge
A. Seller's Knowledge. For purposes of this Agreement and any closing document, '
whenever the phrase "to Seller's actual knowledge," "to Seller's knowledge," "the knowledge of
Seller," or "to the best of Seller's knowledge" or similar words of similar import are used, they
shall be deemed to refer to facts within the actual knowledge of Chris Holsted at the times indicated
only, without independent inquiry, without any actual or implied duty of inquiry whatsoever and
without imputation to such person of the knowledge of any other person. The named individuals
are acting for and on behalf of Seller and in a capacity as an officer or representative of Seller and
is in no manner expressly or impliedly making any representations or warranties in an individual
capacity. Purchaser waives any right to sue or seek any personal judgment or claim against such
individuals.
B. Purchaser's Knowledge. For purposes of this Agreement and any closing
document, whenever the phrase "to Purchaser's actual knowledge," "to Purchaser's knowledge,"
"the knowledge of Purchaser," or "to the best of Purchaser's knowledge" or similar words of
similar import are used, they shall be deemed to refer to facts within the actual knowledge of
Alejandro Luna at the times indicated only, without independent inquiry, without any actual or
implied duty of inquiry whatsoever and without imputation to such person of the knowledge of
any other person. The named individuals are acting for and on behalf of Purchaser and in a capacity
as an officer or representative of Purchaser and is in no manner expressly or impliedly making any
representations or warranties in an individual capacity. Seller waives any right to sue or seek any
personal judgment or claim against such individuals.
Section 6.4 Remedies I
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' If either party discovers prior to Closing that any of the other party's representations or
warranties have been misrepresented or are inaccurate, such discovering party may notify the party
with deficient representations and/or warranties in writing, and the deficient party may attempt to
correct or remedy the misrepresentation or inaccuracy. If the misrepresentation or inaccuracy is
not remedied prior to Closing, upon written notice to the deficient party, the discovering party
may: (i) proceed to Closing without waiving any claim for breach of warranty or
misrepresentation; or (ii) exercise any remedies available for default by the deficient party under
this Agreement.
Section 6.5 Non -Conformance
Purchaser has or will independently investigate and verify to Purchaser's satisfaction the
extent of any limitations or permitted uses of the Property. Purchaser acknowledges that the
current use of the Property or any improvements located on the Property (or both) may not conform
to applicable Federal, State or municipal laws, ordinances, codes or regulations. Zoning, permitted
uses, height limitations, setback requirements, minimum parking requirements, limitations on
coverage of improvements to total area of land, requirements of the Americans with Disabilities
Act, wetlands restrictions and other matters may have a significant economic impact upon
Purchaser's intended use of the Property. Purchaser is not relying upon any warranties or
representations of Seller concerning the permitted uses of the Property or with respect to any
nonconformance of the Property.
' ARTICLE 7
CLOSING
Section 7.1 Closine Date
The Closing shall occur on or before the Closing Date. Seller shall deliver possession of
the Property at Closing.
Section 7.2 Seller's Closing Documents
At the Closing, Seller shall deliver the following to Purchaser:
A. A duly executed Special Warranty Deed (the "Deed"), in the form attached hereto
as Exhibit "B", conveying the Property to Purchaser in fee simple according to the legal
description prepared by the surveyor as shown on the Survey, subject only to the Permitted
Exceptions;
B. The Title Policy issued by the underwriter for the Title Company pursuant to the
Title Commitment, subject only to the Permitted Exceptions, in the full amount of the Purchase
Price, dated as of the date of Closing, and with the survey exception deleted except as to "shortages
in area;"
C. A FIRPTA certificate, duly executed and acknowledged by Seller, unless not
' required under the Code by virtue of Seller being a governmental entity;
D. Evidence of Seller's authority and capacity to close this transaction; and
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E. All other documents reasonably required by the Title Company from Seller to close
this transaction. ,
Section 7.3 Purchaser's Closing Documents
At the Closing, Purchaser shall deliver to Seller at Purchaser's expense:
A. The Purchase Price;
B. Evidence of Purchaser's authority and capacity to close this transaction;
C. All other documents reasonably required by the Title Company from Purchaser to
close this transaction.
Section 7.4 Closing Costs
Each party shall pay its respective costs associated with the Closing in accordance with
Section 1.2 above.
Section 7.5 Ad Valorem Taxes
Prior to Closing, Seller shall pay all taxes and expenses, if any, applicable to the Property
(if any) prior to delinquency. Ad valorem taxes applicable to the Property accruing subsequent to
Closing shall be assumed by the Purchaser. This provision shall survive the Closing. I
Section 7.6 Rollback Taxes
If a change in use of the Property after Closing or denial of a special use valuation on the
Property claimed by Seller with respect to the period prior to Closing results or may result in the
assessment after the Closing of additional taxes for periods prior to Closing, the additional taxes
plus any penalties and interest shall be paid by Purchaser when due. This obligation shall survive
the Closing.
NOTICE REGARDING POSSIBLE LIABILITY FOR ADDITIONAL TAXES. If
for the current ad valorem tax year the taxable value of the land that is the subject of this Agreement
is determined by a special appraisal method that allows for appraisal of the land at less than its
market value, the person to whom the land is transferred may not be allowed to qualify the land
for that special appraisal in a subsequent tax year and the land may then be appraised at its full
market value. In addition, the transfer of the land or a subsequent change in the use of the land
may result in the imposition of an additional tax plus interest as a penalty for the transfer or the
change in the use of the land. The taxable value of the land and the applicable method of appraisal
is public information and may be obtained from the tax appraisal district established for the county
in which the land is located.
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' ARTICLE 8
CASUALTY LOSS: CONDEMNATION.
All risk of loss to the Property shall remain upon Seller prior to the Closing. If, prior to
the Closing, any portion of the Property is damaged or destroyed by fire or other casualty, or
subject to a condemnation or taking or the threat of a condemnation or taking, Purchaser may either
terminate this Agreement by delivering a written termination notice to Seller or elect to close. If
the transaction is to proceed to Closing, there shall be no reduction in the Purchase Price, but Seller
shall assign to Purchaser all of Seller's right and interest in any insurance proceeds and/or
condemnation awards, as applicable, plus an amount equal to any insurance deductible.
ARTICLE 9
DEFAULT
Section 9.1 Purchaser's Remedies
If Seller fails to perform its obligations under this Agreement for any reason except
Purchaser's default, Seller shall be in default and Purchaser may elect to (i) terminate this
Agreement and receive the Earnest Money, or (ii) pursue the remedy of specific performance, as
it sole and exclusive remedies.
Section 9.2 Seller's Remedies
' If Purchaser fails to perform its obligations under this Agreement for any reason except
Seller's default, Purchaser shall be in default, and Seller may terminate this Agreement and receive
the Earnest Money.
ARTICLE 10
REAL ESTATE COMMISSIONS
Each party to this Agreement represents and warrants to the other party that such party has
had no dealings with any person, firm, agent or finder in connection with the negotiation of this
Agreement and/or the consummation of the purchase and sale contemplated herein and no real
estate broker, agent, attorney, person, firm or entity is entitled to any commission or finder's fee
in connection with this transaction as the result of any dealings or acts of such party. To the extent
permitted by law, each party hereby agrees to indemnify, defend, protect and hold the other party
harmless from and against any costs, expenses or liability for compensation, commission, fee, or
charges which may be claimed by any agent, finder or other similar party by reason of any dealings
or acts of the indemnifying party.
ARTICLE 11
MISCELLANEOUS PROVISIONS
Section 11.1 Notices
' All notices and other communications required or permitted under this Agreement must be
in writing and shall be deemed delivered on the earlier of: (i) actual receipt, if delivered in person
or by messenger with evidence of delivery; (ii) the date and time of transmission if delivered by
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email; or (iii) three (3) business days after deposit in the United States Mail as required below.
Notices delivered by mail must be deposited with the U.S. Postal Service and sent by certified mail ,
return receipt requested with postage prepaid, and properly addressed to the intended recipient at
the address set forth below. Any party may change its address for notice purposes by delivering
written notice of its new address to all other parties in the manner set forth above.
Section 11.2 Forms and Construction
This Agreement is the result of negotiations between the parties, neither of whom has acted
under any duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms
and provisions hereof shall be construed in accordance with their usual and customary meanings.
Seller and Purchaser hereby waive the application of any rule of law which otherwise would be
applicable in connection with the construction of this Agreement that ambiguous or conflicting
terms or provisions should be construed against the party who (or whose attorney) prepared the
executed Agreement or any earlier draft of the same.
Section 11.3 Attorney's Fees
The prevailing party in any legal proceeding brought in relation to this Agreement or
transaction shall be entitled to recover from the non -prevailing party's court costs, reasonable
attorneys' fees and all other reasonable litigation expenses.
Section 11.4 Assignment
Purchaser may not assign this Agreement without the prior written consent of Seller. '
Notwithstanding the foregoing, Purchaser may assign its rights under this Agreement to any
affiliated entity which directly or indirectly controls, is controlled by or is under common control
with Purchaser without the consent of Seller, on the condition that the assignee expressly assumes
all of the obligations of Purchaser hereunder in a written agreement, and such written agreement
is delivered to Seller prior to the Closing Date. This Agreement shall be binding upon and inure
to the benefit of the respective legal representatives, successors, assigns, heirs, and devises of the
parties.
Section 11.5 Integration
This Agreement contains the complete agreement between the parties with respect to the
Property and cannot be varied except by written agreement of the parties hereto. The parties agree
that there are no oral or signed agreements, understandings, representations or warranties made by
the parties which are not expressly set forth herein.
Section 11.6 Survival
Any warranty, representation, covenant, condition or obligation contained in this
Agreement not otherwise consummated at the Closing will survive the Closing of this transaction
for a period of one (1) year.
Section 11.7 Binding Effect
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' This Agreement shall inure to the benefit of and be binding upon the parties to this
Agreement and their respective heirs, legal representatives, successors and assigns.
Section 11.8 Time for Performance
Time is of the essence under each provision of this Agreement. If any date of performance
hereunder falls upon a Saturday, Sunday or recognized holiday, such date will be deemed moved
forward to the next day which is not a Saturday, Sunday or recognized holiday.
Section 11.9 Business Day
The term "business day" shall mean days elapsed exclusive of Saturday, Sunday or
recognized holidays.
Section 11.10 Governing Law
This Agreement shall be construed under and governed by the laws of the State of Texas,
and unless otherwise provided herein, all obligations of the parties created under this Agreement
are to be performed in the county where the Property is located.
Section 11.11 Severabilitv
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court
' of competent jurisdiction, the invalid, illegal or unenforceable provision shall not affect any other
provisions, and this Agreement shall be construed as if the invalid, illegal, or unenforceable
provision is severed and deleted from this Agreement.
Section 11.12 Counterparts
This Agreement may be executed in a number of identical counterparts. Each counterpart
is deemed an original and all counterparts shall, collectively, constitute one agreement. Executed
documents transmitted electronically shall be considered originals.
Section 11.13 Gender: Number
Unless the context requires otherwise, all pronouns used in this Agreement shall be
construed to include the other genders, whether used in the masculine, feminine or neuter gender.
Words in the singular number shall be construed to include the plural, and words in the plural shall
be construed to include the singular.
Section 11.14 Further Assurances
The parties each agree that at any time, or from time to time, after the execution of this
Agreement and whether before or after the exercise of the Option, each party will, upon the request
of the other party hereto, execute and deliver such further documents and do such further acts and
' things as such other party may reasonably request in order to effect fully the purposes of this
Agreement.
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Section 11.15 Immunity
It is expressly understood and agreed that, in the execution of this Agreement, Seller has '
not waived, nor shall be deemed hereby to have waived, any immunity, governmental, sovereign
and/or official, or defense that would otherwise be available to it against claims arising in the
exercise of governmental powers and functions. By entering into this Agreement, the parties do
not create any obligations, express or implied, other than those set forth herein.
ARTICLE 12
Section 12.1 City Council Approval
The parties hereto understand and agree that this Agreement is expressly conditioned on
the ratification and approval by Seller's City Council of this Agreement and this transaction.
Failure of this condition shall terminate this Agreement and this Agreement shall be null and void
and shall be of no further force or effect, and all refundable Earnest Money shall be immediately
returned to Purchaser.
Section 12.2 Adiacent Tract
The parties hereto understand and agree that this Agreement is expressly conditioned on
Purchaser acquiring fee simple title to that certain tract of land immediately adjacent to the
Property on the south side of the Property. '
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
Purchase and Sale Agreement
2987156
' EXECUTED on the dates stated below, but to be EFFECTIVE on the Effective Date
defined herein.
SELLER:
CITY OF WYLIE, TEXAS, a Texas home -rule
municipality
By:
Name:
Execution
PURCHASER
GDA Investments, LLC - Series 53, a Texas series
limited liability company
By:
Name:
Execution
Signature Page — Purchase and Sale Agreement Page 17
28987156
TITLE COMPANY ACCEPTANCE
The Title Company acknowledges receipt of the executed Agreement and Earnest Money '
on , 2020, at (a.m./p.m.) and has accepted the Earnest
Money subject to the terms and conditions set forth in this Agreement.
TITLE COMPANY:
LAWYERS TITLE COMPANY
Name:
250 Highway 78 South
Wylie, Texas 75098
Attn: D. Baron Cook
Phone: (972) 442-3541 '
Email: bcook@lawyerstitleco.com
1
Signature Page — Purchase and Sale Agreement Page 18
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' EXHIBIT "A"
LEGAL DESCRIPTION
BEING a tract of land in the William Sachse Survey, Abstract Number 835, situ-
ated in Collin County, Texas, and also being a part of that certain 67.87 acre' .
tract of land conveyed to Maurice Britten by deed recorded in Volume 1124,
Page 182 of the Deed Records of Collin County, Texas, and being more particu-
larly described as follows:
COMMENCING at the Northeast corner of that certain 7.50 acre .tract of land con-
veyed to Duane C. Helmberger and wife, Alice F. Helmberger, said point being
on the West right-of-way line of Hooper Road (60.0 feet wide), and .being South
of F.M. Road No. 544;
THENCE South 0°02'5.1" East along the West right-of-way line of Hooper Road,
576.32 feet to a hub' and tack found on the South right-of-way line of a 60.0 .
foot wide ingress and egress easement;
THENCE South 89056124" West along the South line of the ingress and egress ease=
ment, 293.68 feet to an iron rod set at the PLACE OF BEGINNING of.this tract;
THENCE South 0003'36" East, 4.70 feet to an iron rod set in the Northwest line ..
of the North Texas Municipal Water District 60.0 foot wide easenent as recorded
•ill.Vuiwiie 666, Page 748 of. the Deed Records of Collin County, Texas;
THENCE South 70°
rod set; 58'32" West along said easement line, 237.91 feet to an iron . ' •"•
THENCE North 89003"36" West, 82.02 feet to an iron rod'set on the South line.
of the -ingress and egress easement;
THENCE North 69056136" East along the South -line of the ingress and egress easement,.225.00 feet to the PLACE OF BEGINNING, and containing 0.2240 acres
of land,more or"less. .
Exhibit "A" - Purchase and Sale Agreement
2987156
Page 19
EXMBIT "A-1"
^nl'4®vJ^�0<J � 'ALId3O :AB
YaIhApFwnv 613 Gtl15 X3BX
61'Y 3O AYO"T'�T'03011OJ3M A'111O
61'OY�OAtlOTlOXW3Y 2Oi O3113
60.O'1AfGREs5 E` EGREss EASEMENT
IR
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�P
WILLIAM SAMHSE
!o SURVEY Aas' 835
1 SCALE I��40' "—
Exhibit "A-1" — Purchase and Sale Agreement Page 20
2987156
EXHIBIT "B"
FORM OF SPECIAL WARRANTY DEED
"NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER"
SPECIAL WARRANTY DEED
STATE OF TEXAS
§ KNOW ALL PERSONS BY THESE PRESENTS
COUNTY OF COLLIN §
THAT, ("Grantor') for and in
consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration in
hand paid by ("Grantee"), the receipt and
sufficiency of which is hereby acknowledged; has GRANTED, BARGAINED, SOLD and
CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto
Grantee that certain real property located in County, Texas, and being more
particularly described in Exhibit "A" attached hereto and incorporated herein by this reference
for all purposes, together with all and singular the improvements, buildings, structures and fixtures
located thereon or attached thereto (the "Pro a ");
This conveyance is made and accepted subject to all those certain easements, covenants,
restrictions and other matters more particularly described in Exhibit "B" attached hereto and
incorporated herein by this reference for all purposes, to the extent that same are valid and
subsisting and affect the Property (the "Permitted Exceptions").
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever; and
Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER
DEFEND all and singular the title to the Property unto Grantee, its successors and assigns, against
every person whomsoever lawfully claiming or to claim the Property or any part thereof, by,
through or under Grantor, but not otherwise; subject only, however, to the Permitted Exceptions.
EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THAT CERTAIN PURCHASE
AND SALE AGREEMENT, DATED , BY AND BETWEEN GRANTOR AND
GRANTEE (THE "PURCHASE AGREEMENT"), IT IS UNDERSTOOD AND AGREED THAT
GRANTOR IS NOT MAKING ANY WARRANTIES OR REPRESENTATIONS OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO
Exhibit "B" — Purchase and Sale Agreement Page 21
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MATTERS OF TITLE (OTHER THAN GRANTOR'S WARRANTY OF TITLE SET FORTH
IN THE PURCHASE AGREEMENT OR HEREIN), ZONING, TAX CONSEQUENCES, '
PHYSICAL OR ENVIRONMENTAL CONDITION, ABSENCE OF LATENT DEFECTS,
OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING
RELATING TO OR AFFECTING THE PROPERTY. EXCEPT AS EXPRESSLY PROVIDED
IN THE PURCHASE AGREEMENT OR HEREIN, GRANTEE AGREES THAT WITH
RESPECT TO THE PROPERTY, GRANTEE HAS NOT RELIED UPON AND WILL NOT
RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR
WARRANTY OF GRANTOR OR GRANTOR'S REPRESENTATIVES. GRANTEE WILL
CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND RELY UPON SAME, AND, UPON RECEIPT OF THIS
DEED, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT
LIMITED TO, LATENT DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL
CONDITIONS, MAY NOT HAVE BEEN REVEALED BY GRANTEE'S INSPECTIONS AND
INVESTIGATIONS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRANTEE AGREES
TO TAKE WHATEVER ACTION AND PERFORM WHATEVER INVESTIGATIONS AND
STUDIES GRANTEE DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION
OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE
ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS AND/OR TOXIC
SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY. GRANTEE
ACKNOWLEDGES AND AGREES THAT UPON RECEIPT OF THIS DEED, GRANTEE '
SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS", WITH ALL FAULTS AND THERE
ARE NO ORAL OR WRITTEN AGREEMENTS, WARRANTIES OR REPRESENTATIONS,
COLLATERAL TO OR AFFECTING THE PROPERTY BY GRANTOR OR ANY THIRD
PARTY. FURTHER, GRANTEE HEREBY ACKNOWLEDGES TO GRANTOR THAT
GRANTEE AND GRANTOR ARE NOT IN A SIGNIFICANTLY DISPARATE BARGAINING
POSITION.
[Signature Page to Follow]
Exhibit "B" — Purchase and Sale Agreement Page 22 '
2987156
I
EXECUTED effective as of the day of 20_.
GRANTOR:
By:
STATE OF §
101018jeltrLtia
This instrument was acknowledged before me on the
by
Exhibit "B" — Purchase and Sale Agreement
2987156
a
day of , 20_,
of
,on its behalf.
Notary Public, State of Texas
Page 23
Exhibit "A"
Legal Description of Property
Exhibit "B" — Purchase and Sale Agreement Page 24
2987156
' Exbibit `B"
Permitted Exceptions
Exhibit "B" — Purchase and Sale Agreement Page 25
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