2017-4391 - 4/27/2017 RESOLUTION NO: 2017-4391
WHEREAS, the Round Rock Transportation and Economic Development Corporation ("RRTEDC")
desires to enter into a Real Estate Contract with Intownhomes, Ltd. to sell tracts of land described in
Exhibits "A-1" - "A-3" located southeast of the intersection of Bagdad Avenue and South Mays Street
("Property"),Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION,
That the President is hereby authorized and directed to execute on behalf of the RRTEDC a
Real Estate Contract, a copy of same being attached hereto as Exhibit `B" and incorporated herein for
all purposes.
The Board of Directors hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 27th day of April, 2017.
By:
— OAA,
ALAN MCGRAW, President
Round Rock Transportation and Economic
Development Corporation
ATTEST:
Secretary
0112.1704;00376973
REAL ESTATE CONTRACT
State of Texas §
County of Williamson §
This Real Estate Contract (this "Contract") is made and entered into on
, 2017 ("Effective Date"), by and between ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a Type B
Texas economic development corporation (referred to in this Contract as "Seller"), and
INTOWNHOMES, LTD. a Texas limited partnership (referred to in this Contract as "Buyer"),
and upon the terms and condition set forth in this Contract. Seller and Buyer are sometimes
referred to herein as a "Party" or the "Parties". For and in consideration of the mutual promises
herein contained, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending legally and equitably to be bound hereby,
covenant and agree as follows:
ARTICLE I
PURCHASE AND SALE
1.01 By this Contract, Seller agrees to sell and convey to Buyer and Buyer agrees to
purchase from Seller those certain tracts of land situated in Williamson County, Texas, being
more particularly described in Exhibit "A-1" ("Parcel A"), Exhibit "A-2" ("Parcel B") and
Exhibit "A-3" ("Parcel C") attached hereto and incorporated herein, together with all and
singular the rights and appurtenances pertaining to such property, including any right, title and
interest in and to adjacent streets, alleys or rights-of-way, and any improvements, fixtures, and
personal property situated thereon or attached thereto (all of such real property, rights,
appurtenances, improvements, fixtures, and personal property being referred to in this Contract
collectively as the "Property"), for the consideration and upon and subject to the terms,
provisions, and conditions set forth below. Further, by this Contract, Seller agrees to cause the
City of Round Rock, Texas (the "City") to sell and convey to Seller by May 25, 2017, the
Property,pursuant to a certain Real Estate Contract in the form of Exhibit "B" attached hereto.
ARTICLE II
PURCHASE CONSIDERATION
Purchase Pi-ice
2.01 The Purchase Price for the Property shall be (a) the sum of FOUR HUNDRED
TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($425,000.00) at the First Closing,
(b) the sum of TEN AND 00/100 DOLLARS ($10.00) at the Second Closing, and (c)the sum of
TEN AND 00/100 DOLLARS ($10.00) at the Third Closing.
Payment of Purchase Price
2.02 The Purchase Price shall be payable in cash at each Closing, as provided above.
The term "Closing" or "Closings" shall mean the consummation of the purchase and sale of the
Property contemplated herein, as described in Article VII hereof
Escrow Deposit
2.03 Within ten (10) business days after the Effective Date, Buyer shall deposit with
the Title Company, in the form of a cashier's check or wire transfer of immediately available
finds, the amount of $5,000.00 (the "Escrow Deposit"), to be held in escrow by the Title
Company (defined below) as escrow agent pursuant to the terms of this Contract. Failure by
Buyer to deposit the Escrow Deposit with the Title Company within two (2) business days after
the Effective Date shall result in the automatic termination of this Contract, and neither party
hereto shall have any further obligation hereunder. Unless otherwise delivered to Seller or Buyer
pursuant to the terms hereof, $4,980.00 out of the Escrow Deposit, together with all interest on
the Escrow Deposit, shall be credited to the Buyer Purchase Price at the First Closing. Unless
otherwise delivered to Seller or Buyer pursuant to the terms hereof, $I00.00 out of the Escrow
Deposit, together with all interest on the Escrow Deposit, shall be credited to the Buyer Purchase
Price and closing costs at the Second Closing. Unless otherwise delivered to Seller or Buyer
pursuant to the terms hereof, $100.00 out of the Escrow Deposit, together with all interest on the
Escrow Deposit, shall be credited to the Buyer Purchase Price and closing costs at the Third
Closing. In the event that any Closing does not occur, for any reason other than Seller's default,
$100.00 (the "Independent Consideration") shall be nonrefundable to Buyer and delivered to
Seller as consideration for Buyer's option to purchase the Property pursuant to this Contract.
ARTICLE III
FEASIBILITY PERIOD;PROPERTY INFORMATION
3.01 During the period commencing on the Effective Date and ending at 5:00 p.m.
(CST) on the thirtieth (30th) day thereafter (the "Feasibility Period"), Buyer may enter the
Property and conduct any and all such tests and studies as Buyer may desire, including, but not
limited to, environmental testing, in order to determine if the Property is suitable for Buyer's
purposes. During such period and thereafter for so long as this Contract is in effect, Buyer may
obtain Phase I and Phase II environmental site assessments of the Property and such other tests
as Buyer in good faith deems appropriate. Buyer may terminate this Contract for any reason
or no reason at all by sending written notice thereof to Seller prior to the end of the Feasibility
Period, and if this Contract is so terminated, neither party shall have any further rights or
obligations hereunder and the Escrow Deposit (less the Independent Consideration to be retained
by Seller) shall be returned to Buyer. If Buyer does not so notify Seller prior to the end of the
Feasibility Period, Buyer shall be deemed to have elected to proceed to Closing, subject to the
terms hereof.
3.02 Buyer shall and does hereby agree to indemnify and hold Seller harmless from
and against any and all liens, liabilities, claims, damages or losses for physical injury or damage
to persons or property, including court costs and reasonable attorneys' fees, in each case arising
out of or resulting from Buyer's or any of its consultants' (i) entry onto the Property for the
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purpose of conducting tests, studies and inspections and the actual conduct of such tests, studies
and inspections on the Property or (ii) exercise of its rights under Section 3.01 above; provided,
however, that Buyer shall not be responsible for any diminution of value of the Property or
remediation required to the Property as a result of Buyer's discovering any existing conditions at
the Property. Buyer shall, at its sole cost and expense, promptly restore any damage or alteration
of the physical condition of the Property which results from the tests, studies and inspections
conducted by Buyer or any of its consultants to the condition immediately prior thereto. Buyer's
obligations under this Section 3.02 shall survive the termination of this Contract and the Closing.
3.03 Within ten (10) days following the Effective Date, Seller shall provide the
following items to Buyer: (a) copies of all documents, if any, indicating compliance or
noncompliance with any governmental entity with jurisdiction of any sort over the Property;
(b) any and all soil, engineering and environmental reports relating to the Property in Seller's
possession; (c) all contracts and agreements relating to the Property that are not cancelable upon
thirty (30) days'notice without penalty or charge; and (d) any leases relating to the Property.
ARTICLE IV
TITLE AND SURVEY
Preliminary Title Commitment
4.01 Within twenty-one (21) days after the Effective Date, Seller, at Seller's sole cost
and expense, will obtain from Gracy Title as agent for Stewart Title Guaranty Company, whose
offices are located at 901 S. MoPac Expressway, Suilding 1II, Suite 100, Austin, Texas 78746
(the "Title Company"), a preliminary title report for the Property (the "Commitment")
accompanied by copies of all recorded documents affecting the Property (the "Exception
Documents"). On or before the expiration of ten (10) days after Buyer's receipt of the
Commitment, the Exception Documents and the Survey (defined below), Buyer shall give Seller
notice of any condition of title set forth in the Commitment or any matter reflected on the Survey
that is not satisfactory. In the event Buyer states that a condition or matter is not satisfactory,
Seller may undertake to eliminate or modify all unacceptable matters to the reasonable
satisfaction of Buyer at or prior to Closing. Notwithstanding the foregoing, Seller shall be
obligated to (i) remove any liens or similar encumbrances created or allowed to be created by
Seller or its predecessors affecting the Property, including, without limitation, mechanics' liens
or affidavits claiming mechanics' liens, (ii) remedy the effect of any conveyances of interests in
the Property by Seller after the Effective Date without Buyer's prior written consent, (iii) satisfy
all matters applicable to Seller or the Property and listed on Schedule C of the Commitment, and
(iv) perform any matter which Seller voluntarily agrees in writing to cure, whether elsewhere in
this Contract or in response to Buyer's objections (collectively, the "Mandatory Cure Matters").
All matters reflected on the Survey or Commitment (other than standard permitted exceptions
shown in Schedule B thereto) that are not Mandatory Cure Matters will be "Permitted
Encumbrances". In the event either Seller is unable or unwilling to cure the Mandatory Cure
Matters, Buyer may, as its sole and exclusive remedy, either: (a) terminate this Contract by
giving Seller written notice thereof, in which event the Escrow Deposit (less the Independent
Consideration retained by Seller), shall be returned to Buyer, and neither party shall have any
further rights, duties or obligations hereunder, or (b) elect to waive the Mandatory Cure Matter
not so removed or cured and close the purchase and sale contemplated by this Contract without
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any reduction in the Purchase Price in accordance with the remaining terms and provisions
hereof.
4.02 During the Feasibility Period, Buyer may obtain a survey of the Propeit), (the
"Survey") prepared and certified as to all matters shown thereon by a surveyor licensed in the
State of Texas. For purposes of the property description to be included in the deeds to be
delivered at Closing, the field notes prepared by the surveyor shall control any conflicts or
inconsistencies with the descriptions set forth in Exhibit "A-1", Exhibit "A-2" and Exhibit "A-3"
attached hereto, and such field notes shall be incorporated herein by this reference upon their
completion and reasonable approval by Buyer, Seller and the Title Company.
ARTICLE V
CONDITIONS TO CLOSING
5.01 The obligation of Buyer to consummate the First Closing shall be subject to the
fulfillment of all of the following conditions, any or all of which may be waived by Buyer in its
sole discretion:
(a) The City will have approved a planned unit development ("PUD") zoning
classification for Property, establishing land uses and developmental standards that
are compatible with the City's vision for the Main Street Retail and Entertainment
District, and reasonably acceptable to Buyer based upon its development plans for
the Property;
(b) The City shall have approved a final subdivision plat of the City Property
(the "Plat"), prepared by Buyer at its sole cost and expense and reasonably
acceptable to Buyer based upon its development plans for the Property, and the Plat
shall have been fully executed, acknowledged and filed for record in the Official
Public Records of Williamson County, Texas;
(c) The City shall have entered into a Development Agreement with Buyer in the form
of Exhibit"C" attached hereto;and
(d) The City shall have conveyed the City Land to Seller.
5,02 If the conditions set forth in Section 5.01 are not satisfied on or before
December 31, 2017, either Party may terminate this Contract until all such conditions are
satisfied. If this Contract is terminated pursuant to this Section 5.02, the Title Company shall
promptly return the Escrow Deposit to Buyer.
ARTICLE VII
CLOSING
6.01 The term "Closing Date" shall mean, as applicable, the dates of each Closing as
provided herein. The "First Closing" shall occur on the forty-fifth (45th) day after the later of-
(a)
f(a) the expiration of the Feasibility Period and (b) the date that all of the conditions to closing
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set forth in Section 5.01 are satisfied or are waived by Buyer. The "Second Closing" shall occur
on the tenth (10th) business day after Buyer has furnished notice to Seller that a certificate of
occupancy has been issued with respect to one residential dwelling unit (each, a "Unit") on at
least 50% of the single family residential lots within that portion of the Property acquired by
Buyer at the First Closing(the "Second Closing Condition"). The "Third Closing" shall occur on
the tenth (10th) business day after Buyer has furnished notice to Seller that a certificate of
occupancy has been issued with respect to: (x) one Unit each of the single family residential lots
within that portion of the Property acquired by Buyer at the First Closing and (y) one Unit on at
least 50% of the single family residential lots within that portion of the Property acquired by
Buyer at the Second Closing (the "Third Closing Conditions"). If after five (5) years following
the Closing Date of the First Closing, the Second Closing Condition has not been satisfied, Seller
may terminate this Contract upon notice to Buyer. If after five (5) years following the Closing
Date of the Second Closing, the Third Closing Conditions have not been satisfied, Seller may
terminate this Contract upon notice to Buyer. If this Contract is terminated pursuant to this
Section 6.01, the Title Company shall promptly return the Escrow Deposit to Buyer.
Seller's Obligations at Closing
7.01 At the First Closing, Seller shall:
(a) Deliver to Buyer a duly executed and acknowledged Special Warranty
Deed in the form of Exhibit "D" attached hereto, conveying to Buyer good and
indefeasible title in fee simple in all of Parcel A and one single family lot located
in Parcel B or Parcel C designated by Buyer, free and clear of any and all liens,
encumbrances, conditions, easements, assessments, and restrictions, except for the
following:
(i) general real estate taxes for the year of closing and subsequent
years not yet due and payable;
(ii) any exceptions approved by Buyer pursuant to Article IV hereof;
and
(iii) any exceptions approved by Buyer in writing.
(b) Deliver to the Title Company a customary affidavit prepared by the Title
Company to allow it to issue a title policy consistent with this Contract and to
remove any exceptions relating to leases or rights of parties in possession.
(c) Deliver evidence satisfactory to Buyer and the Title Company that the
person executing the Closing documents on behalf of Seller has full right, power,
and authority to do so.
(d) Deliver such additional documents as shall be reasonably required to
consummate the transaction expressly contemplated by this Contract (provided,
however, no such additional document shall expand any obligation, covenant,
representation or warranty of Seller or result in any new or additional obligation,
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covenant, representation or warranty of Seller under this Contract beyond those
expressly set forth in this Contract).
(e) Deliver to Buyer possession of such portion of the Property free and clear
of all parties in possession.
(0 Deliver a Use and Possession Agreement in form and conteiit mutually and
reasonably satisfactory to each of the parties hereto, executed by Seller, allowing
Buyer to work on Parcel B and Parcel C prior to the Second Closing and Third
Closing.
(e) Deliver a Memorandum of Contract, executed by Seller and
acknowledged, in the form of Exhibit "E" attached hereto.
7.02 At the Second Closing Seller shall:
(a) Deliver to Buyer a duly executed and acknowledged Special Warranty
Deed in the form of Exhibit "F" attached hereto, conveying to Buyer good and
indefeasible title in fee simple in all of Parcel B (save and except the single family
lot conveyed to Buyer at the First Closing, if such lot was located in Parcel B),
free and clear of any and all liens, encumbrances, conditions, easements,
assessments,and restrictions, except for the following:
(i) general real estate taxes for the year of closing and subsequent
years not yet due and payable;
(ii) any exceptions approved by Buyer pursuant to Article IV hereof;
and
(iii) any exceptions approved by Buyer in writing.
(b) Deliver to the Title Company a customary affidavit prepared by the Title
Company to allow it to issue a title policy consistent with this Contract and to
remove any exceptions relating to leases or rights of parties in possession.
(c) Deliver evidence satisfactory to Buyer and the Title Company that the
person executing the Closing documents on behalf of Seller has full right, power,
and authority to do so.
(d) Deliver such additional documents as shall be reasonably required to
consummate the transaction expressly contemplated by this Contract (provided,
however, no such additional document shall expand any obligation, covenant,
representation or warranty of Seller or result in any new or additional obligation,
covenant, representation or warranty of Seller under this Contract beyond those
expressly set forth in this Contract).
(e) Deliver to Buyer possession of such portion of the Property free and clear
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of all parties in possession,
7.03 At the Third Closing Seller shall:
(a) Deliver to Buyer a duly executed and acknowledged Special Warranty
Deed in the form of Exhibit "F" attached hereto, conveying to Buyer good and
indefeasible title in fee simple in all of Parcel C (save and except the single family
lot conveyed to Buyer at the Fust Closing, if such lot was located in Parcel C),
free and clear of any and all liens, encumbrances, conditions, easements,
assessments,and restrictions,except for the following:
(i) general real estate taxes for the year of closing and subsequent
years not yet due and payable;
(ii) any exceptions approved by Buyer pursuant to Article IV hereof,
and
(iii) any exceptions approved by Buyer in writing.
(b) Deliver to the Title Company a customary affidavit prepared by the Title
Company to allow it to issue a title policy consistent with this Contract and to
remove any exceptions relating to leases or rights of parties in possession.
(e) Deliver evidence satisfactory to Buyer and the Title Company that the
person executing the Closing documents on behalf of Seller has full right, power,
and authority to do so,
(d) Deliver such additional documents as shall be reasonably required to
consummate the transaction expressly contemplated by this Contract (provided,
however, no such additional document shall expand any obligation, covenant,
representation or warranty of Seller or result in any new or additional obligation,
covenant, representation or warranty of Seller under this Contract beyond those
expressly set forth in this Contract).
(e) Deliver to Buyer possession of such portion of the Property free and clear
of all parties in possession,
Buyer's Obligations at Closing
7.04 At each Closing, Buyer shall:
(a) Pay the cash portion of the Buyer Purchase Price for such Closing.
Conditions to Closing
7.05 Each Party's obligation to consummate the purchase and sale of the Property or
any portion thereof is subject to the other Party performing, observing, and complying with all of
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the covenants, agreements, and conditions required by this Contract to be performed, observed,
and complied with by such Party prior to or as of a Closing unless waived by the other Party.
Prorations
7.06 General real estate taxes for the then current year relating to the Property shall be
prorated as of the Closing Date and shall be adjusted in cash at each Closing. If a Closing shall
occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be
upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation.
All special taxes or assessments to the Closing Date shall be paid by the Parties for real property
conveyed by such Parties.
Closing Costs
7.07 All costs and expenses of consummating the sale and purchase of the Property or
any portion thereof shall be borne and paid as follows:
Owner's Title Policy paid by Buyer;
Filing fees for the deeds paid by Buyer;
Escrow fees paid by Seller and Buyer, equally;
Attorney's fees paid by each party respectively; and
Any other routine closing fees shall be allocated as is customary in Williamson County,
Texas.
ARTICLE VIII
REPRESENTATIONS
8.01 Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to
Buyer and Buyer shall accept the Property "AS IS, WHERE IS, WITH ALL FAULTS," except
to the extent expressly provided otherwise in this Contract and any document executed by Seller
and delivered to Buyer at CIosing. Except as expressly set forth in this Contract, Buyer has not
relied and will not rely on, and Seller has not made and is not liable for or bound by, any express
or implied warranties, guarantees, statements, representations or information pertaining to the
Property or relating thereto.
8.02 Seller represents and warrants to Buyer to the best of its knowledge, as of the
Effective Date and again on the date Buyer acquires title to the Property, as follows:
(a) Upon the Seller's conveyance of the Property to Buyer, Seller has good and
indefeasible title in fee simple to the Property, subject only to encumbrances of which the
Seller notified Buyer,and free and clear of all liens;
(b) There are no parties in possession of any portion of the Property as lessees,
tenants at sufferance,or trespassers;
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(c) There are no leases, franchises, licenses, occupancy agreements, or other
agreements demising space in, providing for the use or occupancy of, or otherwise
similarly affecting or relating to, the Property;
(d) There are no actions, suits, claims, assessments, or proceedings pending or
threatened that could materially adversely affect the ownership, operation, or
maintenance of the Property;
(e) No liens or other claims for the same have been filed or asserted against any part
of the Property;
(f) Seller has full right, power and authority to execute, deliver, and perform this
Contract without obtaining any consents or approvals from, or the taking of any other
actions with respect to, any third parties, and this Contract,when executed and delivered,
constitute the valid and binding agreement of Seller, enforceable against Seller in
accordance with its terms; and
(g) Seller has complied with all applicable laws, ordinances, regulations, and
restrictions relating to the Property or any part of it.
ARTICLE IX
PRE-CLOSING COVENANTS
9.01 From the Effective Date until the Closing Date, Seller shall:
(a) not enter into any agreement or instrument or take any action that
would constitute an encumbrance of the Property, that would bind
Buyer or the Property after any Closing Date, or that would be
outside the normal scope of maintaining and operating the Property,
without the prior written consent of Buyer;
(b) not amend any existing contract, agreement or lease relating to the
Property that would bind Buyer or the Property after any Closing
Date without the prior written consent of Buyer; and
(c) afford Buyer and its representatives the continuing right to inspect
and perform tests on the Property at reasonable hours and upon
reasonable notice, and any and all books, records, contracts, and
other documents or data pertaining to the ownership, insurance,
operation, or maintenance of the Property.
ARTICLE X
BREACH
10.01 In the event Seller shall fail or is unable to perform any of its obligations or
agreements hereunder, either prior to or at any Closing, or if any of Sealer's representations or
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warranties made hereunder should be either false or misleading in any material respect, Buyer
shall have the right and option, as its sole and exclusive remedies, to (a) terminate this Contract
by giving Seller written notice thereof, in which event neither party hereto shall have any further
rights, duties, or obligations hereunder, and the Title Company shall deliver the Escrow Deposit
and all interest thereon (save and except the Independent Consideration to be delivered to Seller)
to Buyer, or(b)obtain specific performance.
10.02 In the event Buyer shall fail or is unable to perform any of its obligations or
agreements hereunder, either prior to or at any Closing, or if any of Seller's representations or
warranties made hereunder should be either false or misleading in any material respect, Buyer
shall have the right and option, as its sole and exclusive remedies, to (a) terminate this Contract
by giving Seller written notice thereof, in which event neither party hereto shall have any further
rights, duties, or obligations hereunder, and the Title Company shall deliver the Escrow Deposit
and all interest thereon (save and except the Independent Consideration to be delivered to Seller)
to Buyer, or(b)obtain specific performance.
10.03 In the event Buyer should fail to consummate the purchase of the Property for any
reason, except Seller's default, Seller shall have the right to receive the Escrow Deposit from the
Title Company, such sum being agreed upon as liquidated damages for the failure of Buyer to
perform the duties, liabilities,and obligations imposed upon it by the terms and provisions of this
Contract, and Seller agrees to accept and take this cash payment as its total damages and relief
and as Seller's sole remedy hereunder in such event.
10.04 The limitations on remedies established by this Article X shall not apply after
Closing for matters which survive Closing.
ARTICLE XI
DAMAGE OR TAKING PRIOR TO CLOSING
11.01 Prior to Closing, risk of loss with regard to the Property shall be borne by Seller.
If, prior to Closing, the Property, or any portion thereof, is materially damaged or becomes
subject to a taking by virtue of eminent domain, Buyer shall have the option, which must be
exercised within fifteen (15) business days (and the Closing will be automatically extended, if
necessary, to provide Buyer with such fifteen (15) business day period)after its receipt of written
notice from Seller advising of such damage or taking (which Seller hereby agrees to give), to
terminate this Contract or to proceed with the Closing. If Buyer elects to terminate this Contract,
all rights, duties, obligations and liabilities created hereunder shall cease, and the Escrow Deposit
and any interest thereon, save and except the Independent Consideration to be delivered to Seller,
shall be returned to Buyer. If Buyer elects to proceed with the Closing, all rights, duties,
obligations and liabilities created hereunder shall continue, and (a) Buyer shall be entitled to any
and all insurance proceeds or condemnation awards payable as a result of such damage or taking,
and (b) Seller shall assign to Buyer at Closing all of Seller's rights to such proceeds or award.
ARTICLE XII
MISCELLANEOUS
Sui-vival of Covenants
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12.01 Any of the representations, warranties, covenants, and agreements of the parties,
as well as any rights and benefits of the parties, pertaining to a period of time following the
closing of the transactions contemplated hereby shall survive the closing and shall not be merged
therein.
Assignment
12.02 Neither Seller nor Buyer may assign this Contract or any right or interest
hereunder without the prior written consent of the other party, which will not be unreasonably
withheld; provided, however, that Buyer shall be permitted to assign this Contract to an affiliate
of Buyer. For purposes of this Section 12.02, the term "affiliate" means an entity (a) that Buyer
directly or indirectly controls or(b) that is controlled by or is tinder common control with Buyer.
Notice
12.03 Any notice required or permitted to be delivered hereunder shall be deemed
received when sent by United States mail, postage prepaid, certified mail, return receipt
requested, addressed to Seller or Buyer, as the case may be, at the address set forth opposite the
signature of the party.
Brokerage
12.04 Seller and Buyer each warrant that they have not contracted for the payment of any
real estate commission, brokerage, finder or other fees with respect to the sale and purchase of the
Property('Brokerage Services"). Seller and Buyer each agree to reimburse the other party for any
out-of-pocket payments that the other party incurs due to its breach of its warranty in this section.
Texas Law to Apply
12.05 This Contract shall be construed raider and in accordance with the laws of the
State of Texas, and all obligations of the parties created hereunder are performable in
Williamson County, Texas.
Parties Bound
12.06 This Contract shall be binding upon and inure to the benefit of the parties and
their respective heirs, executors, administrators, legal representatives, successors and assigns
where permitted by this Contract.
Legal Construction
12.07 In case any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Contract shall be construed
as if the invalid, illegal, or unenforceable provision had never been contained herein.
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Prior Agreements Superseded
12.08 This Contract constitutes the sole and only agreement of the parties and
supersedes any prior understandings or written or oral agreements between the parties respecting
the within subject matter.
Thne of Essence
12.09 Time is of the essence in this Contract.
Gender
12.10 Words of any gender used in this Contract shall be held and construed to include
any other gender, and words in the singular number shall be lield to include the plural, and vice
versa, unless the context requires otherwise.
Compliance
12.11 In accordance with the requirements of Section 20 of the Texas Real Estate
License Act, Buyer is hereby advised that it should be furnished with or obtain a policy of title
insurance or Buyer should have the abstract covering the Property examined by an attorney of
Buyer's own selection.
Counterparts
12.12 This Contract may be executed in any number of counterparts, which may
together constitute the Contract. Signatures transmitted by facsimile or electronic mail may be
considered effective as originals for purposes of this Contract.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the
Effective Date.
Seller:
ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT
CORPORATION
221 E. Main Street
Round Rock,TX 78664
By:
Alan McGraw,President
Date:
Buyer:
InTownHomes,LTD.,
a Texas limited partnership
By: InTownBuilder GP,LLC,
its general partner
By:
Frank M.K. Liu, its sole member
Date:
Address: 1520 Oliver Street
Houston,TX 77007
EXHIBIT "A-1"
Legal Description of Parcel A
METES AND BOUNDS DESCRIPTION
FOR A 0.676 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY,
ABSTRACT NO. 298, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE
CALLED 0.8791 ACRE TRACT OF LAND (TRACT II) CONVEYED TO THE CITY OF
ROUND ROCK, TEXAS, AS RECORDED IN DOCUMENT NO. 2013081105, OFFICIAL
PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS (O.P.R.W.C.T.), AND ALL OF
THE CALLED 0.236 ACRE TRACT OF LAND CONVEYED TO THE CITY OF ROUND
ROCK, TEXAS, RECORDED IN DOCUMENT NO. 2014022530, (O.P.R.W.C.T.), AND
BEING 0.053 ACRE WITHIN THE RIGHT-OF-WAY OF E. BAGDAD AVENUE (80'
RIGHT-OF-WAY WIDTH) PER CABINET A, SLIDE 190, PLAT RECORDS OF
WILLIAMSON COUNTY, TEXAS. SAID 0.676 ACRE TRACT OF LAND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING at an iron rod found with aluminum cap stamped "CORR" on the southeast
corner of said 0.236-acre CITY OF ROUND ROCK tract, same being on the southwest
corner of a called 0.169-acre tract of land conveyed to the CITY OF ROUND ROCK,
TEXAS, recorded in Document No. 2014022531, (O.P.R.W.C.T.), same being on a
point in the curving northerly right-of-way line of the UNION PACIFIC RAILROAD,
monumenting the southeast corner and POINT OF BEGINNING hereof;
THENCE with the southerly boundary line of said 0.236-acre CITY OF ROUND ROCK
tract, same being with said northerly right-of-way line of the UNION PACIFIC
RAILROAD with a curve to the left, an arc length of 110.21 feet, said curve having a
radius of 3062.12 feet, a central angle of 02003'44" and having a chord which bears S
69°08'20" W for a distance of 110.20 feet to an iron rod found with aluminum cap
stamped "CORR", on the southwest corner of said 0.236-acre CITY OF ROUND ROCK
tract, same being on the southeast corner of said 0.8791-acre CITY OF ROUND ROCK
tract, monumenting the end of this curve;
THENCE with the southerly boundary line of said 0.8791-acre CITY OF ROUND ROCK
tract and said northerly right-of-way line of the UNION PACIFIC RAILROAD with a
curve to the left, an arc length of 293.09 feet, said curve having a radius of 2700.08
feet, a central angle of 06°13'10" and having a chord which bears S 65°08'07" W for a
distance of 292.95 feet to a 112" iron rod set with cap marked "Diamond Surveying",
monumenting the southwest corner hereof, from which an iron rod found, on the
southwest corner of said 0.8791-acre CITY OF ROUND ROCK tract, bears S 61°23'59"
W for a distance of 59.00 feet;
THENCE departing said northerly right-of-way line of the UNION PACIFIC RAILROAD,
through the interior of said 0.8791-acre CITY OF ROUND ROCK tract and said E.
BAGDAD AVENUE, the following five (5) courses and distances:
1. With a curve to the left an arc length of 72.22 feet, said curve having a radius of
252.00 feet, a central angle of 16°25'15", and having a chord which bears N
46°21'49" E for a distance of 71.98 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", monumenting the end of this curve;
2. N 38°09'12" E for a distance of 126.42 feet to a 1/2" iron rod set with cap
marked "Diamond Surveying", monumenting the beginning of a curve to the right;
3. With said curve to the right passing at an are length of 48.94 feet a 1/2" iron rod
set with cap marked "Diamond Surveying", monumenting said southerly right-of-
way line of E. BAGDAD AVENUE and the northerly boundary line of said 0.8791
acre CITY OF ROUND ROCK tract, in all a total arc length of 154.89 feet, said
curve having a radius of 267.00 feet, a central angle of 33°14'21" and having a
chord which bears N 54°46'22" E for a distance of 152.73 feet to a 1/2" iron rod
set with cap marked "Diamond Surveying", monumenting the end of this curve;
4. N 71023'33" E for a distance of 82.49 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", monumenting the northeast corner hereof;
5. S 19°25'28" E for a distance of 15.07 feet to an iron rod found with aluminum
cap stamped "CORR", on the northeast corner of said 0.236-acre CITY OF
ROUND ROCK tract, same being on the northwest corner of said 0.169-acre
CITY OF ROUND ROCK tract, monumenting a point in the easterly boundary line
hereof;
THENCE S 19025'28" E with the easterly boundary line of said 0.236-acre CITY OF
ROUND ROCK tract and the westerly boundary line of said 0.169-acre CITY OF
ROUND ROCK tract, for a distance 92.11 feet to the POINT OF BEGINNING hereof
and containing 0.676 acre of land more or less.
A drawing has been prepared to accompany this metes and bounds description
BEARING BASIS: NAD-83, TEXAS CENTRAL (4203), STATE PLANE SYSTEM. All
distances are surface distances. Combined Surface Adjustment Factor used for this
survey is 0.99988784.
2
DRAWING TO ACCOMPANY METES AND BOUNDS DESCRIPTION
FOR A 0.676 ACRE TRACT OF LAND SITUATED IN THE W ILEY HARRIS SURVEY.ABSTRACT NO.2W WILLIAMSON COUNTY,TEXAS,BEWC A PORTION OF THE CALLED 0d791 ACRE
TRACT OF LAND(TRACT II)CONVEYED TO THE CITY OF ROUND ROCK TEXAS,AS RECORDED IN DOCUMENT NO-20IW81105.OFFICIAL PUBLIC RECORDS OF WILLIAMSON
COUNTY,TEXAS(O.PRW.C.T.),AND ALL OF THE CALLED 0236 ACRE TRACT OF LAND CONVEYED TO THE CRY OF ROUND ROCK TEXAS.RECORDED IN DOCUMENT NO.
2D14022530.(O.P.R.W.C.T.),AND BEING 0A53 ACRE WITHIN THE RICHT-CF-WAY OF E.BACDAD AVENUE(80'RIGHT-OF-WAY WIDTH)PER CABINET A SLIDE 190,PLAT RECORDS OF
WILLIAMSON COUNTY,TEXAS
BLOCK 10. I �/+.-. BLOCK 11.CAB.A.SL.190
( I CAB,A.SL.190 I o I I I 1 P.R.W.CT. C
I I I
PW.C.T. 1 i p I ,. ! �i
R
LOT 2 _c 7 J a rdLOi'O i LOT 9 1 LO7 8 ;_OT 7 LOT 6 LCT 5 :O7�_. LCT S LOT 2 . L01' =o
SCALE: 1-. 50' 6�
N R.C.W.TO BE vAGTFD
MOW ACRO
E. BAGDAD AVE. WITHIN THE RO.W.OF
(80" RO.A. CAB. A. SZ. 190) EOAGOAD AvE
N71-23.33-E 82.49'
047 043 15.07 M
Y XI O TH
CORR I+
A A O
CRY OF
CIT'OF ROUND ROCK I ROUND ROCK
(2.1=AC) CITY OF ROUND ROCK, CITY OF 000.169�
TRACT I (40791 AC.) ROUND ROCK
i DOG20t7001105 TRACT II Ary 0-0 AC ` O.P.RW.C_T.
6 O.P.RW.c.T. ooC.2a170e1+vc N7� SUBJECT TRACT ODC M14,22,W
iU
orxw.aOP.kw.CT.T. 0.676 AC. m
IV
}� CORR
g C50 �i C27 --
} pf!^aT1No NORTH F-O.W. '
LIMON PACIFIC RAILROAD gURFACE VALUES
UNION PACIFIC RAILROAD -t0t690aLOt
4 042 (RO.W-VARIES) C7i170927�
COMOINEp SURFACE
ADJUSTMENT
sD — LEGEND FACTotx O oounelTrL
R • FOUND IRON ROD
3VAL
2 N::10150,22.05 4' FOUND IRON ROD WITH ALUMINUM CAP STAMPED"CORK"
CO0WINED S O (RON ROD SET WITH CAP MARKED"DIAMOND SURVEYING"
eormlNeD s1A1FAce
A0.1U5'.Mft,T
FACTOR:O.O9DA07a1 ® X CUT FOUND IN CONCRETE
P.O.B.=POINT OF BEGINNING SHEET 1 OF 2
O.PR.W-C.T.=OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,TEXAS
P,R,W.C,T,-PLAT RECORDS OF WILLIAMSON COUNTY,TEXAS \ \DIAMOND SURVM�;G INC.
IP -OF-WAY /i16 SkYLINF,ROAD,GF0RGEI'OWN,TL 0;86:8
i (5=19319100
DRAWING TO ACCOMPANY METES AND BOUNDS DESCRIPTION
FOR A 0.676 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY,ABSTRACT NO.298.W ILLIAMSON COUNTY.TEXAS,BEING A PORTION OF THE CALLED 0.97911 ACRE
TRACT OF LAND(TRACT Ip CONVEYED TO THE CITY OF ROUND ROCK,TEXAS,AS RECORDED IN DOCUMENT NO.2013081105.OFFICIAL PUBLIC RECORDS OF WILLIAMSON
COUNTY,TEXAS(O.P.R.W.C.T.).AND ALL OF THE CALLED 0236 ACRE TRACT OF LAND CONVEYED TO THE CITY OF ROUND ROCK TEXAS,RECORDED IN DOCUMENT NO.
2014022530.(O.P.R.WC.T.(,AND BEING 0.053 ACRE WITHIN THE RICHT-OF-WAY OF E.BAGDAD AVENUE(80'RICHT-OF-WAY W1OTH)PER CABINET A SLIDE 190.PLAT RECORDS OF
W ILLIAMSON COUNTY-TEXAS
CURVE TABLE
CURVE ARC LENGTH RADIUS DELTAANGLE CHORD BEARING CHORD LENGTH
CS 72.27 25200' 16'25'1; N40'21'49'E 719x'
C6 352.09 2700.08' 7'29'17- S64'30'34W 351,94'
C17 4a.sc 267.07 10'3099" N43'24'17E Saar
C27 11021' 31062.12 2'0244' S8g-09'20"w 11020'
C42 59.07 2.700.09' 111510r S6123's9'W 59.00'
CA3 9623' 267,00' 20'36'sr NC1'04Y14'E 95.71'
154.09' 267,CC' 33'1421' N54'40='E 15273'
C50 293,09' 2700.00' 6'13'10' S85'0997'W 292.95'
GENERAL NOTES:
1)BEARING BASIS:NAD-83.TEXAS CENTRAL(4203),STATE PLANE
g SYSTEM.ALL DISTANCES SHOWN ARE SURFACE DISTANCES
t COMBINED SURFACE ADJUSTMENT FACTOR USED FOR THIS SURVEY
° l5 099998764
z
2)THIS SURVEY WAS PERFORMED WrTHOUT THE BENEFIT OFATITLE
COMMITMENT AND DOES NOT$ROW EASEMENTS THAT MAY AFFECT
THE SUBJECT TRACT.TH1S SURVEY IS NOT INTENDED TO BE USED AS
< A LAND TITLE SURVEY.
3)ALL DOCUMENTS LISTED HEREON ARE RECORDED IN THE OFFICE
OF THE COUNTY CLERK OF WILIUMSON COUNTY,TEXAS,
S
1,Shane Shafer,Registered Professional Land Surveyor In the Slate of Texas,hemby certify that this OF
tib.........T
a
drawing represents a survey made on the ground under my direct supervision eampletad on March �P;•L�,srrt��
14,2017.Atthe time of this survey there was no evidence Of encroachments,conflicts or protrusions �► ° •�
apparent on the ground.EXCEPT AS SHOWN.This survey substantially complies wRh the current SHANE SHAFER
Texas Society of Professional Surveyors Standards and Specifications for a Category 18.Condition II 5281..
Standard Land Survey.
THIS SURVEY BY OTHER PARTIES
L BE AT
IR
6
RISK AND UNDERSIGNED ESUFRVEYOR IS NOT RESPONSIBLE FOR ANY LOSS RESULTING
TINGN SUFNF�o�
THEREFROM.
SHEET 2 OF 2
_ APRIL 10,2017 <>MMOND SURVEYING,INC.
Shane Shafer,R.4,40.5281 DATE n6Sh'11IN'E ROAD.GEORGETOIYN.TEXAS;8WB
(517)991-3jOU
EXHIBIT "A-2"
Legal Description of Parcel B
METES AND BOUNDS DESCRIPTION
FOR A 0.781 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY,
ABSTRACT NO. 298, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE
CALLED 2.1355 ACRE TRACT OF LAND (TRACT 1), A PORTION OF THE CALLED
0.8791 ACRE TRACT OF LAND (TRACT II) CONVEYED TO THE CITY OF ROUND
ROCK, TEXAS, AS RECORDED IN DOCUMENT NO. 2013081105, OFFICIAL PUBLIC
RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING 0.317 ACRE WITHIN
THE RIGHT-OF-WAY OF E. BAGDAD AVENUE (80' RIGHT-OF-WAY WIDTH) PER
CABINET A, SLIDE 190, PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS. SAID
0.781 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
COMMENCING at an iron rod found with aluminum cap stamped "CORR" on the
northeast corner of said 0.236-acre CITY OF ROUND ROCK tract, from which an iron
rod found with aluminum cap stamped "CORR" on the southeast corner of said 0.236-
acre CITY OF ROUND ROCK tract, same being on a point in the curving northerly right-
of-way line of the UNION PACIFIC RAILROAD, bears S 19025'28" E for a distance of
92.11 feet;
THENCE S70°42'59" W with the north boundary line of said 0.236 acre CITY OF
ROUND ROCK tract, the north boundary line of said 0.8791 acre CITY OF ROUND
ROCK tract and said south right-of-way line of E. BAGDAD AVENUE, passing at a
distance of 110.23 feet an iron rod found with aluminum cap stamped "CORR" on the
northwest corner of said 0.236 acre CITY OF ROUND ROCK tract, same being on the
northeast corner of said 0.8791 acre CITY OF ROUND ROCK tract, in all a total
distance of 309.57 feet to a 112" iron rod set with cap marked "Diamond Surveying", on
the southeasterly boundary line of the herein described tract for the POINT OF
BEGINNING hereof;
THENCE departing said south right-of-way line of E. BAGDAD AVENUE, through the
interior of said 0.8791 acre CITY OF ROUND ROCK tract and said 2.1355 acre CITY
OF ROUND ROCK tract, the following six (6) courses and distances:
1. S 38009'12" W for a distance of 72.79 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", on the beginning of a curve to the right;
2. With said curve to the right an -arc distance of 76.14 feet, said curve having a
radius of 187.00 feet, a central angle of 23019'48" and having a chord which
bears S 49°49'06" W for a distance of 75.62 feet to a 1/2" iron rod set with cap
marked "Diamond Surveying", on the point of reverse curvature of a curve to the
left;
3. With said curve to the left an arc distance of 175.83 feet, said curve having a
radius of 2762.50 feet, a central angle of 03°38'48" and having a chord which
bears S 59°39'36" W for a distance of 175.80 feet to a 1/2" iron rod set with cap
marked "Diamond Surveying", for the southwest corner hereof;
4. N 32044'39" W for a distance of 48.37 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", on the beginning of a curve to the right;
5. With said curve to the right an arc distance of 16.75 feet, said curve having a
radius of 72.00 feet, a central angle of 13019'34" and having a chord which
bears N 26°04'52" W for a distance of 16.71 feet to a 1/2" iron rod set with cap
marked "Diamond Surveying", on the end of this curve;
6. N 19°25'01" W for a distance of 36.23 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", on said south right-of-way line of E. BAGDAD AVENUE,
same being on a point in the northerly boundary line of said 2.1355-acre CITY
OF ROUND ROCK tract;
THENCE departing said south right-of-way line of E. BAGDAD AVENUE, through the
interior of said E. BAGDAD AVENUE, the following three (3) courses and distances:
1. N 19025'01" W for a distance of 26.33 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", for the northwest corner hereof;
2. N 70034'59" E for a distance of 248.39 feet to a 1/2" iron rod set with cap
marked "Diamond Surveying", for an angle point hereof;
3. N 38°10'16" E for a distance of 98.69 feet to a 112" iron rod set with cap marked
"Diamond Surveying", on a point in the south terminus line of S. SHEPPARD
STREET, for an angle point hereof;
THENCE N 70042'59" E, in part with the south terminus line of said S. SHEPPARD
STREET and in part with the south boundary line of Lot 10, Block 11, as recorded in
said Cabinet A, Slide 190, for a distance of 39.35 feet to a 1/2" iron rod set with cap
marked "Diamond Surveying", for the northeast corner hereof;
THENCE through the interior of said E. BAGDAD AVENUE, the following three (3)
courses and distances:
1. S 51049'44" E for a distance of 40.64 feet to a 112" iron rod set with cap marked
"Diamond Surveying", on the beginning of a curve to the left;
2
2. With said curve to the left an arc distance of 34.16 feet, said curve having a
radius of 332.00 feet, a central angle of 05°53'43" and having a chord which
bears S 41°06'04" W for a distance of 34.14 feet to a 1/2" iron rod set with cap
marked "Diamond Surveying", on the end of this curve;
3. S 38°09'12" W for a distance of 53.64 feet to the POINT OF BEGINNING hereof
and containing 0.781 acre of land more or less.
A drawing has been prepared to accompany this metes and bounds description.
BEARING BASIS: NAD-83, TEXAS CENTRAL (4203), STATE PLANE SYSTEM. All
distances are surface distances. Combined Surface Adjustment Factor used for this
survey is 0.99988784.
3
DRAWING TO ACCOMPANY METES AND BOUNDS DESCRIPTION
j FOR A 0,781 ACRE TRACT OF LAND SITUATED IN THE W ILEY HARRIS SURVEY,ABSTRACT NO.M.WILLIAMSON COUNTY,TEXAS.BEING
A PORTION OF THE CALLED 2.1355 ACRE TRACT OF LAND(TRACT I;,A PORTION OF THE CALLED 0.8791 ACRE TRACT OF LAND(TRACT 10
CONVEYED TO THE CITY OF ROUND ROCK TEXAS,AS RECORDED IN DOCUMENT NO.2013081105,OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY,TEXAS(O.PAW.C.T.),AND BEWG 0117 4CRE WITHIN THE RIGHT.OF-WAY OF E BACOAD AVENUE(50-
RIGHT-OF-WAY WIDTH)PER CABINET A,SLIDE 190,PLAT RECORDS OF"WILLIAMSON COUNTY,TEXAS
D SCALE: 1*- 100'
a ! $LOGIC 11 CAM A S:.193
y I SLOCKI9 CAB A SL 1S0 ' I y p BUOCK 10 Oka A,SL.190 I a 5 N P.R.W T I
L)
�xc I O � V. 5 .. R SURfAOE VAL:JfS
RO.w TO Bc VACATED co
t N.rc s9rrc.le
16 a.3+rncxE �'' �E. BAGDAD AVE
,O4minCO5tA1FACk v;~
E. BAC7AD AVE. VTN THE RO.W.OF
:t (80' R.O.W. AUIsT1aENT
(80' R.O.W. CAB. A. SL 190) E.SACRAD Avr NM3459-E 24834 CAB.A. SL 190) PACTOw 0Wvx.7m
d
a 26.33' rctl5?Lw":0-1--5", U:[ �,� SV42154'W 309 57'
dw SUBJECT TRACT RD°�7°Foca �o
0.781 AC. CITY OF ROUND ROCK P.Q.B. OCG AC.
i urs PACIFIC
(DA-91 AC) 3UI6ACL VN ULS I OOC.SwQ,L'.3` I
qTY OF ROUNID ROCK TRACT It ,'4r0!.47ccr x O.P.R.W L T.
x� yp� E
brI� RAIL�'iAG BFiRPGMY (:.12',.�,AC) rw+ pO6:p1306110i "'xt_1S4x.+" QOM
.'� TRACT: 0211 I O.PA.W.C.T. 'Oi701NtR S:iaFAOF ---
.'+ A REMNANT PORI;Ofv DOC.b100011Qti 'TiTNk.Nr
OF5-.x0AC. ACTOR;O.TIW41rK-
VOL PC.Lt O9.R.W.G.T. et�.1G'+RrN ROW
.,{ D.Rw:C�. PAG:FtC RAILROAD
¢. UNION
m PACIFIC I7 IES) �
i. UNION _VARIES)
Ip
i
LEGEND " r GENERAL NOTES:
&' CALCULATED POINT
1)BEARING BASIS:NA043.TEXAS CENTRAL,(4203).STATE PLANE
n; I `~" SYSTEM.ALL DISTANCES SHOWN ARE SURFACE DISTANCES.
1• FOUND IRON ROD COMBINED SURFACE ADJUSTMENT FACTOR USED FOR THIS SURVEY
IS 0.99988784
`F' FOUND IRON ROO KITH ALUMINUM CAP STAMPED-CORW
t2)THIS SURVEY WAS PERFORMED WITHDUT THE BENEFIT OF A TITLE
0 IRON ROD SETWITH CAP MARKED'01AMOND SURVEYING'
COMMITMENT AND DOES NOT SHOW EASEMENTS THAT MAY AFFECT
X CUr FOUND IN CONCRETE THE SUBJECT TRACT.THIS SURVEY IS NOT INTENDED TO BE USED AS
� CONCRETE MONUMENT FOUND A LAND TITLE SURVEY.
P.O.C.E POINT OF COMMENCLMENT 3)ALL DOCUMENTS LISTED HEREON ARE RECORDED IN THE OFFICE
P,O$r pO1Ni OF BEGINNING OF THE COUNTY CLERK OF WAILAMSON COUNTY,TEXAS.
O.P.RT W.C.T.-OFF)C AL PUSLC RECORDS OF WILLIAMSON COUNTY.TEXAS sf.(EE-(•'I OF 2
P.R.W,C,T.=PWT RECORDS OF WILLAMSON COUNTY.TEXAS
to
DPLW,C.T.-DEED RECORDS OF WILLIAMSON COUNTY.TEXAS F<j D"MOND ST TRl TYL1 G,INC.
R.O.W.a RIGHT-OF-WAY
116SKIIJNF.ROAD,C•FARG=014'X,TEKI S 7W—''S
(vl.)931-:t3UO
DRAWING TO ACCOMPANY METES AND BOUNDS DESCRIPTION
FOR A 0.761 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY,ABSTRACT NO.2N.WILUAMSON COUNTY.TEXAS.BEING
A PORTION OF THE CALLED 21355 ACRE TRACT OF LAND(TRACT 1),A PORTION OF THE CALLED 0.4791 ACRE TRACT OF LAND(TRACT 31
CONVEYED TO THE CITY OF ROUND ROCK TEXAS.AS RECORDED IN DOCUMENT NO.201308 1 105.OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY.TEXAS(O.P.R.W.C.T.).AND BEING 0.317 ACRE WITHIN THE RIGHT-OF-WAY OF E.BAGDAD AVENUE LW
RIGHT-OF-WAY WIDTH)PER CABINET A,SLIDE 190.PLAT RECORDS OF WC.LVvMSON COUNTY,TEXAS
CURVE TABLE
s
�! CURVE ARC LENGTH RADIUS DELTA ANGLE CHORD BEARING CHORD LENGTH
C28 75.63' 2.712-W 3'36'46- S59.3936^W 175.80'
4
-i c36 34.16' 332DD• 5•53`47 s41.00•bsw 34.1X
c C37 76.14' 187.00• 2a•1T4C S49'4TW-W 75.67
C`s6 16.75• 72A0' 1T79.34• N26`a152'YV 16.71'
b
LINE TABLE
LINE: BEARING DISTANCE
L1 1 S36'09'121V 7277
r L2 i N32'441M 46.37'
, N1925'D1'W 62.56' I
L4 i N36.10'S6•E 96.69'
y: Lu ( M0'42'S0'E 39.3.^.
< L6 1 S51'49.44•E 40.60
.,; L7 538.8992•W 53.01
X* L6 S7925.78•E 92.71'
i
1.Shane Shafer.Registered Professional Land Surveyor In the State of Texas,hereby certify that this C F
r drawing represents o curve made on the and under m direct supervision completed on Marco K�••. r rFi
Y y Y Pe p protrusions r;r�t°_Sr4tc �L
t4,20iT.At the time of this survey hero was no evidence of encroachments.confl':,^ts or
a' apparent on the ground,EXCEPT AS SHOWN.This survey substantially compiles vdih the current
g Texas Society of nd Professional Surveyors Standards aSpecifications for a Category 16.CondX(on it SHANE SHAT ER
Standard Land Survey.USE OF THIS SURVEY BY OTHER PARTIES SHALL BE AT THEIR OWN {'•: 5281
° RISK AND UNDERSIGNED SURVEYOR IS NOT RESPONSIBLE FOR ANY LOSS RESULTING
THEREFROM. SURF
M r
SHEET 2 OF 2
rw C � APRIL 10,2017
DLL�iOh�SLRT�L IZ3 G,INC
116 SKI'Ll NE ROAD.GEORGETOU ,MKAS 78628
Shane Shafer,R.P.LS jNO.5281 DATE
EXHIBIT A-3
METES AND BOUNDS DESCRIPTION
FOR A 1.191 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY,
ABSTRACT NO. 298, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE
CALLED 2.1355 ACRE TRACT OF LAND (TRACT 1), CONVEYED TO THE CITY OF
ROUND ROCK, TEXAS, AS RECORDED IN DOCUMENT NO. 2013081105, OFFICIAL
PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING 0.170 ACRE
WITHIN THE RIGHT-OF-WAY OF E. BAGDAD AVENUE (80' RIGHT-OF-WAY WIDTH)
PER CABINET A, SLIDE 190, PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS,
SAID 1.191 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
COMMENCING at an iron rod found on the southwest corner of said 2.1355 acre CITY
OF ROUND ROCK tract, same being on a point in the easterly right-of-way line of S.
MAYS STREET (80' right-of-way width), same being on the northerly right-of-way of the
UNION PACIFIC RAILROAD, same being on a southeast corner of a remnant portion of
the called 57.36 acre tract of land conveyed to UNION PACIFIC RAILROAD COMPANY,
recorded in Volume 22, Page 441, Deed Records of Williamson County, Texas, from
which an iron rod found on an angle point in the south boundary line of said 2.1355 acre
CITY OF ROUND ROCK tract and an angle point in said northerly right-of-way line of the
UNION PACIFIC RAILROAD bears N 51°4234" E for a distance of 203.26 feet;
THENCE N 1921'15"W with said easterly right-of-way line of S. MAYS STREET and the
west boundary line of said 2.1355 acre CITY OF ROUND ROCK tract, same being
through the interior of said 57.36 acre UNION PACIFIC RAILROAD COMPANY tract, for
a distance of 58.80 feet to a 1/2" iron rod set with cap marked "Diamond Surveying",
monumenting the southwest corner and POINT OF BEGINNING hereof;
THENCE N 19021'15"W with the westerly boundary line of said 2.1355-acre CITY OF
ROUND ROCK tract, same being with said easterly right-of-way line of S. MAYS
STREET, same being through the interior of said called 57.36-acre UNION PACIFIC
RAILROAD COMPANY tract for a distance of 142.30 feet to a concrete monument
found on the most westerly northwest corner of said 2.1355-acre CITY OF ROUND
ROCK tract,monumenting an angle point hereof;
THENCE N 25037'05" E continuing with the westerly boundary line of said 2.1355-acre
CITY OF ROUND ROCK tract, same being through the interior of said 57.36-acre
UNION PACIFIC RAILROAD COMPANY tract, for a distance of 106.07 feet to a
calculated point on the most northerly northwest corner of said 2.1355-acre CITY OF
ROUND ROCK tract, same being on a point in the original northerly boundary line of
said 57.36-acre UNION PACIFIC RAILROAD COMPANY tract, same being on a point
in the southerly right-of-way line of said E. BAGDAD AVENUE, for an angle point
hereof, and from which an iron rod found, bears S1 9'44'26"E for a distance of 2.74 feet;
THENCE S 70042'59" W with said northerly boundary line of the called 57.36-acre
UNION PACIFIC RAILROAD COMPANY tract, same being with said southerly right-of-
1
way line of said E. BAGDAD AVENUE for a distance of 74.96 feet, to a calculated point,
for an angle point hereof;
THENCE through the interior said E. BAGDAD AVENUE, the following two (2) courses
and distances:
1. N 1902115" W for a distance of 25.53 feet to a 112" iron rod set with cap marked
"Diamond Surveying", monumenting the northwest corner hereof,
2. N 70034'59 E for a distance of 286.85 feet to a 112" iron rod set with cap marked
"Diamond Surveying", monumenting the northeast corner hereof;
3. S 19°25'01" E for a distance of 26.20 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", on said southerly right-of-way line of E. BAGDAD AVENUE,
same being on a point in the northerly boundary line of said 2.1355 acre CITY OF
ROUND ROCK tract;
THENCE departing said southerly right-of-way tine of E. BAGDAD AVENUE, through the
interior of said 2.1355 acre CITY OF ROUND ROCK tract,the following seven (7)courses
and distances:
1. S 19°25'01" E for a distance of 36.36 feet to a 112" iron rod set with cap marked
"Diamond Surveying", monumenting the beginning of a curve to the left;
2. With said curve to the left an arc distance of 29.77 feet, said curve having a radius
of 128.00 feet, a central angle of 13°19'38" and having a chord which bears S
26004'43" E for a distance of 29.71 feet to a 112" iron rod set with cap marked
"Diamond Surveying", monumenting the end of this curve;
3. S 32°44'39" E for a distance of 48.37 feet to a 112" iron rod set with cap marked
"Diamond Surveying", monumenting the southeast corner hereof, from which a'X"
cut found in concrete on the southeast corner of said 2.1355 acre CITY OF
ROUND ROCK tract, and an angle point in said northerly right-of-way line of the
UNION PACIFIC RAILROAD, same being on the west boundary line of a called
0.8791 acre tract of land (TRACT 11)described in said Document No. 2013081105,
bears N 73`48'40" E for a distance of 209.02 feet;
4. With a curve to the left an arc distance of 92.99 feet, said curve having a radius of
2762.50 feet, a central angle of 01055'43" and having a chord which bears S
55042'39" W for a distance of 92.98 feet to a 112" iron rod set with cap marked
"Diamond Surveying", monumenting the point of compound curvature of a curve
to the left;
z
5. With said curve to the left an arc distance of 53.15 feet, said curve having a radius
of 549.00 feet, a central angle of 05032'48" and having a chord which bears S
51°58'24" W for a distance of 53.13 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", monumenting the end of this curve;
6. S 49°12'00" W for a distance of 164.99 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", monumenting the beginning of a curve to the right;
7. With said curve to the right an arc distance of 8.37 feet, said curve having a radius
of 167.00 feet, a central angle of 02052'16" and having a chord which bears S
50038'08"W for a distance of 8.37 feet to the POINT OF BEGINNING hereof and
containing 1.191 acres of land more or less.
A drawing has been prepared to accompany this metes and bounds description
BEARING BASIS: NAD-83, TEXAS CENTRAL (4203), STATE PLANE SYSTEM. All
distances are surface distances. Combined Surface Adjustment Factor used for this
survey is 0.99988784.
<.> 017i�inow sum V G rus, su
VPN'=VfFUINROA9,�+�-!��'O?:MYAf F,Y701�c� ��c ••°•F••.Tcn
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APRIL 20, 2017 SHANE SHAFER
5281
SHANE SHAFER, R.P.L.S. NO. 5281 DATE q�4 rSUR`t�`'yo
i
3
DRAWING TO ACCOMPANY METES AND BOUNDS DESCRIPTION
FOR A 1.191 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY,ABSTRACT NO.298.WILLIAMSON COUNTY,TEXAS,BEING A PORTION OF THE CALLED 2.1355 ACRE
TRACT OF LAND(TRACT 1) CONVEYED TO T HE CITY OF ROUND ROCK TEXAS.AS RECORDED IN DOCUMENT NO.2013081105.OFFICIAL PUBLIC RECORDS OF WILLIAMSON
COUNTY,TEXAS, AND BEING 0.170 ACRE WITHIN THE RIGHT-OF-WAY OF E.BAGDAD AVENUE(80'RIGHT-OF-WAY WIDTH)PER CABINET A,SLIDE 190,PLAT RECORDS OF
WILLIAMSON COUNTY,TEXAS
BLOCK 9,CAB j A.SL.190 I I i BLOCF 10,CAB.A,SL'90
I ! I 1 P.R.W.q.T. I ! I I p I J ( I P.R.W.C.T.
m ! I 4 1 I l m� 1 I I
p
OT 10 j LOT 9 I LOT 8 I LOT 7 I^`OT 6 SLOT 5 I LOT 4 'OT 3 I LOT 2 ILOT 1 ILOT 10 LOT 9 1 LOT Si LOT .7I_OT S' 5
vi ` SCALE: 1"— 60'
F R.O.W.TO BE VACATED E. BAGDAD AVE.
WITHIN
v ACRE 80' R.O.W. CAB. A. SL. 190
N THE R.O.W.OF
E.BAGDAD AVE
CID
N70"34'59'E 286.85'
o LN EXISTING SOUTH R 0 W. LINE ——_.—
oFINJ tr E. BAGDAD AVE.
E. BAGDAD AVE N
x I 601 ' \\EXISTING SOUTH R 0 W.
nO ) LINE E. BACDAD AVE.
-t 0 CITY OF
<0 /VOL2z m o I 41'' PG.441 . L4 Ir ROUNDROCK
co I +� CITY OF ROUND ROCK (0.8791 AC.)
.� UNION PACIFIC 1 I
a m RAILROAD COMPANY 6� �� PGI (2.1355 AC.) TRACT it
m A REMNANT PORTION '�O �� TACT I DOC 2013081105
5
OF 57.36 AC. DOC.2013081105 O.P.R.W.C.T.
v �� C��y0$
m VOL 22.Pc.441 oG. / 1.191 AG. O.P.R.W.C.T.
< D.R.W.C.T. \ ° i SUBJECT TRACT
— —— N73.48'40"E 209.02'
P.O.B. ------
m ——
SURFACE VALUES
s p N:10159244.61 Cad
r ' E:3133017.92 LEGEND
C4 COMBINED SURFACE
c ADJUSTMENT C4 Z� CALCULATED POINT
Z FACTOR:0.99988784 • FOUND IRON ROD
5g9 O IRON ROD SET WITH CAP MARKED"DIAMOND SURVEYING'
y20D~�
NIB
G NIILft D CONCRETE MONUMENTFOUND 0. Z X CUT FOUND IN CONCRETE
f NI PACIFIC P.O.C.=POINT OF COMMENCEMENT
P.O.B.=POINT OF BEGINNING
W P.O.C. O.P.R.W.C.T.=OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,TEXAS
SURFACE P.R.W.C.T.=PLAT RECORDS OF WILUAMSON COUNTY,TEXAS
m N: 0159 89.113UE5 r;3g IG Rp1LROAD D.R.W C T.=DEED RECORDS OF WILLIAMSON COUNTY, EXAS
Q. lV E:3133037AO UNION POCW VPPRIES) R.O.W.=RIGHT-OF-WAY
y ap COMBINED SURFACEIto (R
JUSTT
Z FACTOR09988784 <> DIAMOND SURVEYING,INC.
ii6 SICYI.RIB ROAD,GEORGETOWN,TEXAS 78678
r/v' SHEET 1 OF 2 (512)931-3100
DRAWING TO ACCOMPANY METES AND BOUNDS DESCRIPTION
FORA 1.191 ACRE TRACT OF LAND SITUATED IN THE WILEY HARRIS SURVEY.ABSTRACT NO.2-98,WILLIAMSON COUNTY,TEXAS,BEING A PORTION OF THE CALLED 2.1355 ACRE
TRACT OF LAND(TRACT 1) CONVEYED TO THE CITY OF ROUND ROCK,TEXAS,AS RECORDED 1N DOCUMENT NO.2013081105,OFFICIAL PUBLIC RECORDS OF WILLIAMSON
COUNTY,TEXAS, AND BEING 0.170 ACRE WITHIN THE RIGHT-OF-WAY OF E.BAGDAD AVENUE(80'RIGHT-OF-WAY WIDTH)PER CABINET A,SLIDE 190,PLAT RECORDS OF
WILLIAMSON COUNTY,TEXAS
P
Y CURVE TABLE
S
m CURVE ARC LENGTH RADIUS DELTA ANGLE CHORD BEARING CHORD LENGTH LINE TABLE
0
C1 8.37' 167.00' 2.52'16" S50.38108"W 8.37' LINE BEARING DISTANCE
C4 53.15' 549.00' 5'3248" S51'58'24"W 53.13' L1 S 19'25'01"E 26.20'
`v L2 S 19`25'01"E 36.36'
C29 29.77' 128.00' 13119'38" S26'04'43"E 29.71' L3 S 32'44"39"E 48.3T
C39 203.31' 2,698.78' 4'18'59" N51'42'34E 203.26' L4 S 70'42'59"W 74.96'
m C45 92.99' 2762.50' 1'55'43" S55.4239"W 92,98 L5 N 19.21'15"W 25.53'
L6 S 19'4426"E 2.74'
0
N
D
N
i GENERAL NOTES:
1)BEARING BASIS:NAD-83.TEXAS CENTRAL(4203),STATE PLANE SYSTEM.'ALL
DISTANCES SHOWN ARE SURFACE DISTANCES.COMBINED SURFACE ADJUSTMENT
m FACTOR USED FOR THIS SURVEY IS 0.99988764
2)THIS SURVEY WAS PERFORMED WITHOUT THE BENEFIT OF A TITLE COMMITMENT AND
DOES NOT SHOW EASEMENTS THAT MAY AFFECT THE SUBJECT TRACT.THIS SURVEY IS
m NOT INTENDED TO BE USED AS A LAND TITLE SURVEY.
U
m 3)ALL DOCUMENTS LISTED HEREON ARE RECORDED IN THE OFFICE OF THE COUNTY
< CLERK OF WILLIAMSON COUNTY,TEXAS.
Y
cc
U
O
J
m
YU
O
t,Shane Shafer,Registered Professional Land Surveyor in the State of Texas, hereby certify that this 0 F
drawing represents a survey made on the ground under my direct supervision completed on March QEF L�sTee
�2 14,2017.At the time of this survey there was no evidence of encroachments, conflicts or protrusions
o apparent on the ground, EXCEPT AS SHOWN.This survey substantially complies with the current SHANE SHAPER
Texas Society of Professional Surveyors Standards and Specifications for a Category 1B,Condition II -•••-••--
Standard Land Survey. USE OF THIS SURVEY BY OTHER PARTIES SHALL BE AT THEIR OWN 0 5281
g RISK AND UNDERSIGNED SURVEYOR IS NOT RESPONSIBLE FOR ANY LOSS RESULTING
w THEREFROM.
o
W
SHEET 2 OF 2
APRIL 20,2017 <> DIAMOND SURVEYING,INC.
3 Shane Shafer,R.P.L.SANO.5281 DATE 116 SKYI MROAD,GEORGETOWN,TEXAS 78628
,� 512)931-3200
EXHIBIT "B"
Form of Real Estate Contract
[Follows this Cover Page]
REAL ESTATE CONTRACT
This Real Estate Contract ("Contract') is entered into between the CITY OF ROUND
ROCK, a Texas home-rule municipal corporation ("Seller"), and ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a Type B Texas
economic development corporation ("Buyer"), upon the terms and conditions set forth as
follows:
1. Purchase and Sale of Property
1.01 Seller sells and agrees to convey, and Buyer purchases and agrees to pay for, all
of that certain 0.676 acre, 0.761 acre and 1.256 acre tracts of land located in Williamson County,
Texas, and as shown in the exhibit attached hereto and incorporated herein as Exhibits "A-1, A-
2,and A-3".
1.02 This sale and purchase includes all rights and appurtenances pertaining to the
Property, including any right, title, or interest of Seller in adjacent streets, alleys, or rights-of-
way, together with any improvements,fixtures, and personal property situated on and attached to
the Property.
1.03 The real property described above, and any rights or appurtenances are referred to
in this Contract as the"Property."
2. Sales Price
2.01 Amount of Sales Price. The sales price for the Property shall be the sum of TWO
MILLION ONE HUNDRED THOUSAND and NO/100 DOLLARS ($2,100,000.00) ("Sales
Price").
2.02 Payment of Sales Price. The fitli amount of the Sales Price shall be payable in
cash at the closing.
3. Representations and Warranties of Seller
Seller represents and warrants to Buyer, as of the Closing Date,as follows:
3.01 There are no parties in possession of any portion of the Property as lessees,
tenants at sufferance, or trespassers.
3.02 Seller has complied with all applicable laws, ordinances, regulations, and
restrictions relating to the Property, or any part of it.
3.03 Seller is not aware of any material physical defects to the Property.
3.04 Seller is not aware of any environmental hazards or conditions that affect the .
Property.
374202
3.05 Seller is not aware that the Property is or has ever been used for the storage or
disposal of hazardous materials or toxic waste, or any underground tanks or containers.
3.06 Seller is not aware that radon, asbestos insulation or fireproofing, urea
formaldehyde foam insulation, lead based paint or other pollutants or contaminants of any nature
now exist or have ever existed on the Property.
The foregoing reports are the only reports that Seller is aware of regarding environmental .
conditions, the storage or disposal of hazardous materials, underground tanks, or pollutants or
contaminants of any nature that have existed on the Property.
4. Closing
4.01 Date and Location. The closing will be held at the office of Sheets & Crossfield,
P.C., on or before May 25, 2017 ("Closing Date"), or at a time, date, and place agreed on by
Seller and Buyer, or within 10 days after the completion of any title curative matters if necessary
for items shown on the Title Report or in the Contract.
4.02 Sellers Responsibilities at Closing. At the closing Seller will:
(A) Deliver to Buyer a properly executed and acknowledged Special Warranty
Deed in the form of Exhibit "B" attached hereto (the "Deed"), conveying in title in fee
simple to all of the Property, free of all liens, encumbrances,conditions, easements, assessments,
and restrictions,except for the following:
(i) Any exceptions approved by Buyer in accordance with Section 3
of this Contract;
(ii) Any exceptions approved by Buyer in writing; and
(iii) Currently existing easements, covenants, conditions and
restrictions of record affecting the Property.
(B) Deliver to Buyer possession of the Property.
4.03 Buyer's Responsibilities at Closing. At the closing Buyer will pay Seller the Sales
Price.
4.04 Prorations. General real estate taxes for the current year relating to the Property,
interest on any existing indebtedness, rents, insurance, and utility charges, if any, will be
prorated as of the Closing Date and will be adjusted in cash at the Closing. If the Closing occurs
before the tax rate has been fixed for the current year, the apportionment of taxes will be on the
basis of the tax rate for the preceding year applied to the latest assessed valuation. All special
taxes or assessments to the Closing Date will be paid by Seller, if any.
4.05 Apportioranent of Costs. All costs and expenses of closing in consummating the
sale and purchase of the Property will be paid as follows:
2
(A} Deed,tax certificates,and title curative matters,if any,paid by Seller.
(B) All other closing costs to be paid by Seller.
(C) Attorney's fees paid by each respectively.
5. Breach by Seller
5.01 Buyer's.Rights in the Event of Breach by Seller. If Seller fails to fully and timely
perform any of its obligations under this Contract or fails to consummate the sale of the Property
for any reason(except for Buyer's default),Buyer will have the right cancel this Contract.
6. Breach by Buyer
6.01 Seller's Rights in the Event of Breach by Buyer. In the event Buyer fails to
consummate the purchase of the Property, Seller will have the right to cancel this Contract.
7. Miscellaneous Provisions
7.01 Assigiunent. This Contract is not assignable without the express written consent
of Seller.
7.02 Survival of Covenants. Any of the representations, warranties, covenants, and
agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the closing of the transactions contemplated by this Contract, will survive the
closing.
7.03 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received when sent by United States mail,postage prepaid, certified mail, return receipt
requested, addressed to Seller or Buyer, as the case may be, at the address set forth in'the
signature block below.
7.04 Texas Law to Apply. This Contract shall be construed under and in accordance
with the laws of the State of Texas, and all obligations of the parties created hereunder are
performable in Williamson County,Texas.
7.05 Parties Bound. This Contract shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, legal representatives, successors and
assigns where permitted by this Contract.
7.06 Legal Construction. In case any one or more of the provisions contained in this
Contract may for any reason be held to be invalid, illegal, or unenforceable in any respect, this
invalidity, illegality, or unenforceability will not affect any other provision hereof, and this
Contract will be construed as if the invalid, illegal,or unenforceable provision had never existed.
3
7.07 Prior Contracts Superseded. This Contract constitutes the sole and only agreement
of the parties and supersedes any prior understandings or written or oral agreements between the
parties respecting the within subject matter of this Contract.
7.08 Time of Essence. Time is of the essence in this Contract.
7.09 Comkliance. In accordance with the requirements of Section 20 of the Texas Real
Estate License Act, Buyer is advised that it should be furnished with or obtain a policy of title
insurance, or Buyer should have the abstract covering the Property examined by an attorney of
Buyer's own selection.
7.10 Effective Date. This Contract shall be effective as of the date it is approved by the
Round Rock City Council,which date is indicated beneath the Mayor's signature below.
7.11 Signature Warranty Clause. The signatories to this contract represent and warrant
that they have the authority to execute this Contract on behalf of Seller and Buyer,respectively.
7.12 Real Estate Brokers. Buyer and Seller represent and warrant to each other that
neither party has contracted with any real estate brokers on this transaction.
The parties are signing this Contract on the dates indicated.
(rest of this page left blank)
4
i
I
I
1
SELLER
CITY OF ROUND ROCK,TEXAS
221 E.Main Street
Round Rock,TX 78664
By:
Alan McGraw,Mayor
Date:
Attest: For City,Approved as to Form:
Sara White, City Clerk Stephan L. Sheets, City Attorney
BUYER
ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT
CORPORATION
221 E. Main Street
Round Rock,TX 78664
By:
Alan McGraw,President
Date:
i
5
EXHIBIT "C"
Form of Development Agreement
[Follows this Cover Page]
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF ROUND ROCK
AND
INTOWNHOMES,LTD.
This Development Agreement (this "Agreement") is entered into this day of
, 2017 (the "Effective Date"), by and between the CITY OF ROUND ROCK,
TEXAS, a Texas home rule municipal corporation(the "City") and INTOWNHOMES, LTD., its
successors and assigns("Developer").
WHEREAS, the City has entered into a Real Estate Contract(the "City Contract") to sell
that certain land described in Exhibit "A-1, Exhibit A-2 and Exhibit A-3" attached hereto and
incorporated herein (the "Depot Tracts") to Round Rock Transportation and Economic
Development Corporation("RRTED");
WHEREAS, Developer has contracted with RRTED (the "RRTED Contract") to acquire
the Depot Tracts (collectively, the "Property") in accordance with the terms and conditions
thereof; and
WHEREAS, the City and Developer desire to evidence their agreements to cooperate in
the design and construction of public roadway improvements and other public improvements
related to the development of the Depot Tracts; and
WHEREAS, the purpose of this Agreement is to outline each Party's duties and
obligations with respect thereto;
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, the Parties agree as follows:
I.
1. Recitals. The recitals set forth above are incorporated herein for all purposes and are
found by the Parties to be true and correct. It is further determined that both Parties have
authorized and approved this Agreement, and that this Agreement will be in fiill force and effect
when executed by each Party.
2. Conveyance of Depot Tracts. On or before May 25, 2017, the City will convey the
Depot Tracts to RRTED in accordance with the terms and conditions of the City Contract.
3. Due Diligence Materials. Within ten (10) days following the Effective Date, the City
shall provide the following items to Developer: (a) copies of all documents, if any, indicating
compliance or noncompliance with any governmental entity with jurisdiction of any sort over the
Property; (b)any and all soil, engineering and environmental reports relating to the Property in
the City's possession; (c) all contracts and agreements relating to the Property that are not
cancelable upon thirty (30) days' notice without penalty or charge; and (d) any leases relating to
the Property.
374276
4. Representations and Warranties. The City represents and warrants to Developer to the
best of its knowledge, as of the Effective Date and again on the date RRTED acquires title to the
Depot Tracts, as follows:
(a) Upon the City's conveyance of the Depot Tracts to RRTED, the City has good and
indefeasible title in fee simple to the Depot Tracts, subject only to encumbrances of which the
City notified Developer, and free and clear of all liens;
(b) There are no parties in possession of any portion of the Depot Tracts as lessees, tenants at
sufferance, or trespassers;
(c) There are no leases, franchises, licenses, occupancy agreements, or other agreements
demising space in, providing for the use or occupancy of, or otherwise similarly affecting or
relating to, the Depot Tracts;
(d) There are no actions, suits,claims, assessments, or proceedings pending or threatened
that could materially adversely affect the ownership, operation, or maintenance of the Depot
"Tracts;
(e) No liens or other claims for the same have been filed or asserted against any part of the
Depot Tracts;
(f) The City has full right,power and authority to execute, deliver, and perform this
Agreement without obtaining any consents or approvals from, or the taking of any other actions
with respect to, any third parties, and this Agreement, when executed and delivered,constitute
the valid and binding agreement of the City, enforceable against the City in accordance with its
terms; and
(g) The City has complied with all applicable laws,ordinances, regulations, and restrictions
relating to the Depot Tracts or any part of it.
5. Right of Enhy. Developer may enter the Depot Tracts prior to its conveyance to RRTED
and conduct any and all such tests and studies as Developer may desire, including, but not
limited to, enviromnental testing, in order to determine if the Property is suitable for Developer's
purposes. During such period, Buyer may obtain Phase I and Phase II environmental site
assessments and such other tests as Buyer in good faith deems appropriate. Developer shall and
does hereby agree to indemnify and hold the City harmless from and against any and all liens,
liabilities, claims, damages or losses for physical injury or damage to persons or property,
including court costs and reasonable attorneys' fees, in each case arising out of or resulting from
Developer or any of its consultants' entry onto the Depot Tracts for such purposes prior to the
City's conveyance of the Depot Tracts to RRTED; provided, however, that Developer shall not
be responsible for any diminution of value of the Depot Tracts or remediation required to the
Depot Tracts as a result of Developer's discovering any existing conditions at the Depot Tracts.
Developer shall, at its sole cost and expense, promptly restore any damage or alteration of the
physical condition of the Depot Tracts which results from the tests, studies and inspections
conducted by Developer or any of its consultants to the condition immediately prior thereto.
Developer's obligations under this Section 5 shall survive the termination of this Agreement, the
2.
closing of the acquisition of the Depot Tracts by RRTED and the closing of the acquisition of the
Property by Developer.
6. Covenants of the City. From the Effective Date until the date RRTED closes on its
acquisition of the Depot Tracts, City shall:
(a) not enter into any agreement or instrument or take any action that would constitute an
encumbrance of the Depot Tracts, that would bind RRTED or Developer or the Depot Tracts,
without the prior written consent of Developer;
(b) not amend any existing contract, agreement or lease relating to the Depot Tracts without
the prior written consent of Developer; and
(c) afford Developer and its representatives the continuing right to inspect and perform tests
on the Depot Tracts at reasonable hours and upon reasonable notice, and any and all books,
records, contracts, and other documents or data pertaining to the ownership, insurance, operation,
or maintenance of the Depot Tracts.
7. City Participation.
(a) Prior to Developer closing on the acquisition of any portion of the Property under the
RRTED Contract:
i. The City will have approved a planned unit development zoning classification of the
Property (the "PUD") establishing land uses and developmental standards that are
compatible with the City's visions for the Main Street Retail and Entertainment
District, and reasonably acceptable to Developer based upon its developmental plans
for the Property, a concept plan of which is attached hereto as Exhibit "B"; and
ii. The City will have approved a final subdivision plat of the Property, subject to the
approval of Developer, which shall have been filed for record in the Official Public
Records of Williamson County, Texas.
(b) After closing of the RRTED Contract:
i. The City shall be wholly responsible for the design and construction of the roadway
improvements described herein;
ii. As soon as reasonably practicable after Developer's acquisition of any portion of the
Property, the City shall vacate and abandon those certain portions of E. Bagdad
Avenue described in Exhibits"Gl-C-3",attached hereto;
iii. On or before 18 months after the Effective Date, City shall, at its sole cost and
expense, have laid, constructed, installed, dedicated, and accepted for maintenance
the following permanent public roadway improvements: (a) extending McNeil Road
to connect to S. Burnet Street over the tracts of land described or depicted on
Exhibit "D" attached hereto (the "McNeil Road Extension") and (b) extending S.
Lampasas Street from E. Bagdad Avenue to the McNeil Road Extension over the
tracts of land described or depicted on Exhibit "D" attached hereto (the "Lampasas
Street Extension") (the McNeil Road Extension and the Lampasas Street Extension
being collectively referred as the "Roadway Extensions");
3.
iv. The City shall close E. Bagdad Avenue as necessary for Developer to complete the
Bagdad Ave. Work (defined below) and will grant Developer a license and right to
perform the Bagdad Ave. Work;
V. The City shall reserve 58 living unit equivalents of utility capacity for Developer's
intended development on the Property.
vi. City shall reimburse Developer for all reasonable costs incurred by Developer
(including, without limitation, labor, materials, inspection, and design) directly
related to the Bagdad Ave. Work, based upon the receipt of invoices approved by the
City
vii. City agrees to waive fees (including, without limitation,utility impact fees)not to
exceed $925,000 that would otherwise be payable by Developer in connection with
development of the Property;provided,however, such fee waiver shall be void and
Developer agrees to pay such fees if by seven(7) years from the Effective Date
certificates of occupancy have not been issued for at least 70 dwelling units located
on the Property; and
viii. City agrees that Developer may submit permit applications and plans for approval
with respect to the entire Property or any portion thereof before Developer has closed
on its acquisition thereof. City agrees that it will consider the approval, disapproval,
or conditional approval of an application for any permit with respect to the Property
or its development solely on the basis of any orders, regulations, ordinances, rules,
expiration dates, or other properly adopted requirements in effect as of the date the
PUD application was approved with the City.
8. Developer Participation.
(a) Developer shall reconstruct those portions of E. Bagdad Avenue located between S. Mays
Street and S. Sheppard Street, including sidewalks and utilities, as more particularly described or
depicted in Exhibit "E", attached hereto (collectively the "Bagdad Ave. Work"). Developer
shall submit all design plans for the Bagdad Ave. Work to the City for approval prior to contract
award. Developer shall comply with the Texas Competitive Bidding Act regarding the
construction of the Bagdad Ave. Work. Sidewalks and other streetscape improvements shall
match in finish appearance those installed by the City as part of the Southwest Downtown 5B
Infrastructure Improvements.
(b) Developer agrees to comply in all material respects with the terms and conditions stated
in the PUD as approved by the City and the terms and conditions as stated in the real estate
contract between the Developer and RRTEC regarding the sale of the Property. Any material
failure to abide by such terms and conditions may result in the City terminating all or any portion
of this Agreement.
(c) Developer shall be solely responsible for the cost of upsizing the water and wastewater
mains required to serve the property. The location of these mains is as shown on Exhibit "F",
attached hereto.
(d) Developer shall be responsible for the construction and maintenance of any off-site
retaining walls required for the Project. The retaining wails shall have a decorative finish such as
4.
limestone veneer and/or ornamental landscaping, The approximate location of these retaining
walls is shown on Exhibit "G", attached hereto.
(e) Posting of fiscal requirements as stated in Section 36-206 is waived,
II.
Miscellaneous
1. Prior Written Agreements. This Agreement is without regard to any and all prior
written contracts or agreements between the City and Developer regarding any other subject or
matter, and does not modify, amend, ratify, confirm or renew any such other prior contract or
agreement between the Parties.
2. Other Services. Nothing in this Agreement shall be deemed to create, by implication or
otherwise, any duty or responsibility of either of the Parties to undertake or not to undertake any
other, or to provide or to not provide any service, except as specifically set forth in this
Agreement or in a separate written instrument executed by both Parties.
3. Governmental Immunity. Nothing in this Agreement shall be deemed to waive, modify
or amend any legal defense available at law or in equity to either of the Parties, nor to create any
legal rights or claims on behalf of any third party; provided, however, by executing this
Agreement, the City is waiving its immunity from suit solely for the purpose of allowing
enforcement of this Agreement, if necessary. Neither the City nor Developer waives, modifies,
or alters to any extent whatsoever the availability of the defense of governmental immunity from
damages under the laws of the State of Texas and of the United States.
4. Amendments and Modifications. This Agreement may not be amended or modified
except in writing executed by both the City and Developer, and authorized by their respective
governing bodies.
5. Seve1•ability. If any provision of this Agreement shall be held invalid or unenforceable
by any court of competent jurisdiction, such holding shall not invalidate-or render unenforceable
any other provision hereof, but rather this entire Agreement will be construed as if not containing
the particular invalid or unenforceable provision or provisions, and the rights and obligations of
the Parties shall be construed and enforced in accordance therewith. The Parties acknowledge
that if any provision of this Agreement is determined to be invalid or unenforceable, it is their
desire and intention that such provision be reformed and construed in such a manner that it will,
to the maximum extent practicable,to give effect to the intent of this Agreement and be deemed
to be validated and enforceable.
6. Gender, Number and Headings. Words of any gender used in this Agreement shall be
held and construed to include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires. The headings and section numbers are
for convenience only and shall not be considered in interpreting or construing this Agreement.
7. Execution in Counterparts, This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall be considered frilly
5.
executed as of the date above first written, when all parties have executed an identical
counterpart, notwithstanding that all signatures may not appear on the same counterpart.
8. Notice. All notices shall be in writing and shall be deemed effective within three (3) days
after being sent by certified or registered mail to the addresses listed below:
City of Round Rock
Attn: City Manager
City Hall
221 East Main
Round Rock,Texas 78664
Intownhomes, Ltd.
ATTN: David Foor
1520 Oliver Street
Houston Texas 77007
With a copy to:
Winstead PC
ATTN: David Staas
600 Travis Street, Suite 1100
Houston, Texas 77002
9. Termination Option. Developer may terminate this Agreement for any reason or no
reason at all by sending written notice thereof and payment of One Hundred and No/100 Dollars
($100.00) to the City prior to the date Developer closes on its acquisition of the Property or any
portion thereof from RRTED. If this Agreement is so terminated, neither party shall have any
further rights or obligations hereunder.
10. Survival. The terms and provisions of this Agreement shall survive the closing of the
acquisition of the Depot Tracts by RRTED and the closing of the acquisition of the Property, or
any portion thereof, by Developer.
11. Exhibits. The following Exhibits are attached hereto and hereby incorporated herein.
Exhibit"A" - Property description
Exhibits "A-1"-"A-3" - Descriptions for Depot Tracts -
Exhibit`B" - Concept Plan
Exhibit"C" - East Bagdad Street vacation
Exhibit"D" - Roadway Extension description
Exhibit"E" - Bagdad Avenue Work
6.
Exhibit"F" - Water and wastewater Line locations
Exhibit"G" - Retaining Wall location
[the renwinder of Ihis page is inlentionally blank]
7.
IN WITNESS WHEREOF, the Parties have executed and attested this Agreement by
their officers thereunto duly authorized.
CITY OF ROUND ROCK,TEXAS
By:
Alan McGraw, Mayor
Attest: For City,Approved as to Forin:
Sara White, City Clerk Stephan L. Sheets, City Attorney
INTOWNHOMES,LTD.
By: InTownBuilder GP, LLC,
its general partner
By:
Frank M.K. Liu, its sole member
8.
EXHIBIT "D"
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 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.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF WILLIAMSON §
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION, a Texas nonprofit corporation ("Grantor"),for and in consideration of the sum
of Ten and No/100 Dollars ($10.00), and other good and valuable consideration paid by URBAN
INTOWNHOMES, LTD., a Texas limited partnership ("Grantee"), the receipt and sufficiency
of which are hereby acknowledged and confessed, subject to the exceptions, liens,
encumbrances, terms and provisions hereinafter set forth and described, has GRANTED,
BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT,
BARGAIN, SELL and CONVEY, unto Grantee all of that certain lot, tract or parcel of land
situated in Williamson County, 'Texas, and being more particularly described in Exhibit A
attached hereto and incorporated herein by reference for all purposes.
TOGETHER WITH, all and singular, the rights, benefits, privileges, easements,
tenements,hereditaments, appurtenances and interests thereon or in anywise appertaining thereto
and with all improvements located thereon (said land, rights, benefits, privileges, easements,
tenements, hereditaments, appurtenances, improvements and interests being hereinafter referred
to as the "Property").
For the same consideration recited above, Grantor hereby BARGAINS, SELLS and
TRANSFERS, without warranty, express or implied, all interest, if any, of Grantor in(i) strips or
gores, if any, between the Property and abutting or immediately adjacent properties, and (ii)any
land lying in or under the bed of any street, alley, road or right-of-way, opened or proposed,
abutting or immediately adjacent to the Property.
This conveyance is made subject and subordinate to the encumbrances and exceptions
("Permitted Exceptions") described in Exhibit"B" attached hereto and incorporated herein by
reference for all purposes, but only to the extent they affect or relate to the Property.
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions as
aforesaid, unto Grantee, and Grantee's successors and assigns, forever; and Grantor does hereby
bind Grantor, and Grantor's successors and assigns, to WARRANT and FOREVER DEFEND,
all and singular, the Property, subject to the Permitted Exceptions, unto Grantee, and Grantee's
successors and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof by, through or under Grantor, but not otherwise, but with frill substitution and
subrogation of Grantee in and to all covenants of warranty by parties other than Grantor
heretofore given or made with respect to the rights, titles, and interests herein conveyed or any
pant thereof.
Grantee, by its acceptance hereof, does hereby assume and agree to pay any and all ad
valorem tales and special assessments pertaining to the Property for calendar year 201_ and
subsequent years, there having been a proper proration of ad valorem taxes for the current
calendar year between Grantor and Grantee.
[Remainder of Page Intentionally Left Blank]
Grantee's address for tax notices is
EXECUTED as of the day of , 201—.
GRANTOR:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF §
This instrument was ACKNOWLEDGED before me, on the day of
20_, by of ROUND
ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a Texas
nonprofit corporation, on behalf of said nonprofit corporation.
[S E A L]
Notary Public, State of Texas
My Commission Expires:
Printed Name of Notary Public
When recorded,return to:
EXHIBIT "E"
Form of Memorandum
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
MEMORANDUM OF RIGHT TO PURCHASE
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF WILLIAMSON §
This Memorandum of Right to Purchase (this "Memorandum") is entered into to be
effective as of , 201_, by and between URBAN INTOWNHOMES, LTD., a Texas
limited partnership("URBAN"), and ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION, a Texas nonprofit corporation("RRTED").
This Memorandum is executed and will be filed for record to place all parties on notice of
the agreements of RRTED and URBAN relating to the property described in Exhibit "A"
attached hereto (the "Property"), set forth in that certain Real Estate Contract ("Contract") dated
, 2017 (the "Purchase Agreement"), pursuant to which RRTED shall convey the
Property to Purchaser following the completion of the conditions precedent to such conveyances
in the Purchase Agreement, or the waiver thereof.
RRTED cannot authorize or allow any additional title exceptions, encumbrances, or liens
to be placed on the Property nor make or permit any alterations to the Property, and RRTED will
immediately provide URBAN, its successors and assigns with any notice received of any party's
intent to file a lien or encumbrance.
Nothing herein shall alter or affect any of the covenants, agreements or provisions set
forth in the Purchase Agreement.
[Remainder of Page Intentionally Left Blank]
RRTED:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF §
This instrument was ACKNOWLEDGED before me, on the day of
520 by , of ROUND
ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a Texas
nonprofit corporation, on belialf of said nonprofit corporation.
[SEAL]
Notary Public, State of Texas
My Commission Expires:
Printed Name of Notary Public