Contract - Intownhomes, Ltd. - 4/27/2017 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 "C" attached hereto.
ARTICLE II
PURCHASE CONSIDERATION
Purchase Price
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.
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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
funds, 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 parry
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, $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 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, Building III, 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 Property (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 "D" 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)
£(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.
(f) Deliver a Use and Possession Agreement in form and content 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 "D" 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 "D" 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 First 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 N 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
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 Parry.
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 Closing. 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 Seller'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
Survival 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 under 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 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.
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.
Time 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 held 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
n -I
Date: 'q-•
Buyer:
InTownHomes, Ltd.,
a Texas limited partnership
By: InTownBuilder GP, LLC,
its general partner
By: c19
FOOL
VT
Date: ft9w\L pl• Z o►1
Address
1520 Oliver Street
Houston TX 77007
EXHIBIT "A-1"
Lel4al 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 02°03'44" 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 1/2" 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 16025'15", and having a chord which bears N
46021'49" 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 38009'12" 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 arc 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 5404622" 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 7102333" 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 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 I I I
BLOCK 10, BLOCK 11.CAB_A,SL.190
CAB.A,SL.190I q ` I I P.R.W.C.T. ! I I
P.R.W.C.T. I $ p I I I I ! �
0. p� IILOT 0 LOT 9 LCT 8 _OT LOT 6 LOT 5 CT 4 LOT 3 LCT 2 LOT + a'
LOT 2 LO- 1 a 5 LOT _L_�_ p 0
m
rn m vi
SCALE: 1 50'
vi
R.O.W.TO BE VACATED
0.053 ACRE
E. BAGDAD AVE. WITHIN THE R.O.W.OF
(80' R.O.B. CAB. A. SL. 190) E.BAGDAD AVE
v
N71'23'33"E 82.49'
Y
m (7141 C43 15.07' m
EXISTING SOUTH R.O.W. LINE
CORR I,m F BA A A o
n
CITY OF
< CITY OF ROUND ROCK I ROUND ROCK
o (2.1355 AC.) CITY OF ROUND ROCK CITY OF 0.169 AC.
TRACT 1 (0C'.8791 AC_) ROUND ROCK DO2014022531
m
m DOC.2013081105 TRACT II �� 0.236 AC_ O_P_R_W.C_T' en
O.P.R_W.C.T DOC.2013081105 N SUBJECT TRACT DOC.2014022530 rn
Z O.P.R_W.C.T. 0.676 AC. O_P_R_W.C.T.
z 00
00
m •�G
04
04
co 00bh
m
< !�� CORK N
x CORR --
m C50 C27
Y G5 EXISTING NORTH R.O.W UNION PACIFIC RAILROAD P.O.B.
u C6 ILROAD SURFACE VALUES
R UNION PACIFIC RA N:10159683.31
i C42 (R.O.W VARIES) E:3133892.34
COMBINED SURFACE
D ADJUSTMENT
z - LEGEND FACTOR:0.99988784
m
• FOUND IRON ROD
o SURFACE VALUES •CORK FOUND IRON ROD WITH ALUMINUM CAP STAMPED-CORR-
N--10159492.65
E 3133471.77 0 IRON ROD SET WITH CAP MARKED'DIAMOND SURVEYING'
COMBINED SURFACE
i ADJUSTMENT ® X CUT FOUND IN CONCRETE
FACTOR:0.98988784
P.O.B.=POINT OF BEGINNING
cr
n O.P.R.W.C.T.=OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,TEXAS SHEET 1 OF 2
P.R.W.C.T.=PLAT RECORDS OF WILLIAMSON COUNTY,TEXAS > DIAMOND SURVEYING,INC.
R.O.W.=RIGHT-OF-WAY 116 SKYLINE ROAD,GEORGF,TOWN,TEXAS 78628
i
(512)931-3100
N
DRAWING TO ACCOMPANY 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
WILJAMSON COUNTY,TEXAS
CURVE TABLE
CURVE ARC LENGTH RADIUS DELTA ANGLE CHORD BEARING CHORD LENGTH
C5 72.22' 252.00' 16"25'15" N46`21'49"E 71.98'
C6 352.09' 2700.08' 7`28'17" S64'30'34"W 351.84'
C17 48.94' 267.00' 10`30'09" N43`24'17"E 48.87'
i C27 '10.21' 3,062.12' 2"03'44" 569'08'20"W 110.20'
0
a C42 59.00' 2,700.08' 1'15'07" S61'23'59 W 59.00'
Y
U3 C43 96.23' 267.00' 20"38'57" N61`04'04"E 95-71'
m
u C47 154.89' 267.00' 33'14'21" N54`46'22"E 152.73"
a
C50 293.09' 2700-08' 6"13'10" S65"08'07"W 292.95'
0
a GENERAL NOTES:
v 1)BEARING BASIS:NAD-83,TEXAS CENTRAL(4203).STATE PLANE
SYSTEM-ALL DISTANCES SHOWN ARE SURFACE DISTANCES.
COMBINED SURFACE ADJUSTMENT FACTOR USED FOR THIS SURVEY
o IS 0.99988784
m 2)THIS SURVEY WAS PERFORMED WITHOUT THE BENEFIT OF A TITLE
COMMITMENT AND DOES NOT SHOW EASEMENTS THAT MAY AFFECT
m THE SUBJECT TRACT.THIS SURVEY IS NOT INTENDED TO BE USED AS
a A LAND TITLE SURVEY.
Y
U
0 3)ALL DOCUMENTS LISTED HEREON ARE RECORDED IN THE OFFICE
M
OF THE COUNTY CLERK OF WILLIAMSON COUNTY,TEXAS.
VY
O
K
Z I,Shane Shafer, Registered Professional Land Surveyor in the State of Texas,hereby certify that this 0 F
o
drawing
represents a surveymade on the round under m direct supervision completed on March � .....••..TF
14,2017.At the time of this survey there as no evidence of encroachments,conflicts or protrusions �,P p�G, QFO+9U
apparent on the ground,EXCEPT AS SHOWN.This survey substantially complies with the current """".""•"" •..
g SHANE SHAFER
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 �'•°pO 5281
RISK AND UNDERSIGNED SURVEYOR IS NOT RESPONSIBLE FOR ANY LOSS RESULTING 9ti�°E. ..oH A
0
THEREFROM.
SHEET 2 OF 2
APRIL 10,2017 <> DIAMOND SURVEYING,INC.
Shane Shafer,R.P.L.S.440.5281 DATE i in SKYLINE.ROAD,GEORGETOWN,TEXAS 78628
i (512)971-3100
N
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 19°25'28" E for a distance of
92.11 feet;
THENCE S70042'59" 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 1/2" 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 38°09'12" 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 23°19'48" 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 19°25'01" 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 38010'16" E for a distance of 98.69 feet to a 1/2" 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 51°49'44" E for a distance of 40.64 feet to a 1/2" 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 41006'04" 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 38009'12" 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.
DRAWING TO ACCOMPANY 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 11)
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 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
m ^ ^ SCALE: 1"= 100'
BaOCK19,CAB.A;SL.190 1 I .4
0. �o IBOCK10,QAB.AI,rSL.119r0I � x I r BLOCK
r 11,CrAS.A,
$L.190
P.R.1V.�.TaP.R.W. .rn
r IrIOm I o ro �ro l v
r z
F 0
L.= m � a
-41 000000o omx pj - Irn cn tO_f �i L _'o SURFACE VALUES
R.O.W TO BE VACATED N:10159770.18
0` E 3133861.71
m 0.317 ACRE �,lk E. BAGDAD AVE. COMBINED SURFACE C6
c� E. BAGDAD AVE. WITHIN THE RO.W.OF
(80' R.O.W. CAB. A, 5L. 190) E.BAGDAD AVE. N7034'S9"E 248.3 ' (80' R.O.W. ADJUSTMENT
o CAB. A, SL 190) FACTOR_0.99988784
r 26.33' EXISTING SOUTH R O W. U'.E �� S70'42'59"W 309.57
E; —— W W E. BAGDAD A 199.34' CORR 110.23' co
w CITY OF
SUBJECT TRACT �1 I ROUND ROCK
u 0.781 AC. CITY OF ROUND ROCK P.O.B. I 0238 AC. I�
all
m I UNION PACIFIC G3� (0.8791 AC.) SURFACE VALUES I DOC_2014022530
x CITY OF ROUND ROCK TRACT II :10159667.95 O.P.R.W.C.T.
m RAILROAD COMPANY (2.1355 AC.) DOC.2013081105 3133568.51 I CORRl
m 0.085 AC.BEING TRACT I C28 O.P.R.W_C.T_ COMBINED SURFACE CORR
A REMNANT PORTION DOC-2013081105 DJUSTMENT
OF 57.36 AC. O.P_R.W.C.T.
VOL 22,PG.441 -ACTOR:0.88986764
EXISTING NORTH R•0'WD
0 DR.W-C.T. UNION PACIFIC RAILROA
m
U
mRAILROA
a UNION PACIFIC 1jAR ES)
x (R' --------
---
LEGEND GENERAL NOTES:
CALCULATED POINT 1)BEARING BASIS:NAD-83,TEXAS CENTRAL(4203),STATE PLANE
i SYSTEM.ALL DISTANCES SHOWN ARE SURFACE DISTANCES.
• FOUND IRON ROD COMBINED SURFACE ADJUSTMENT FACTOR USED FOR THIS SURVEY
&
WOR'
IS 0.99988784
FOUND IRON ROD WITH ALUMINUM CAP STAMPED"CORR"
o O IRON ROD SET WITH CAP MARKED'DIAMOND SURVEYING" 2)THIS SURVEY WAS PERFORMED WITHOUT THE BENEFIT OF A TITLE
COMMITMENT AND DOES NOT SHOW EASEMENTS THAT MAY AFFECT
® X CUT FOUND IN CONCRETE THE SUBJECT TRACT.THIS SURVEY IS NOT INTENDED TO BE USED AS
CONCRETE MONUMENT FOUND A LAND TITLE SURVEY.
oP.O.C.=POINT OF COMMENCEMENT 3)ALL DOCUMENTS LISTED HEREON ARE RECORDED IN THE OFFICE
P_O.B.=POINT OF BEGINNING OF THE COUNTY CLERK OF WILLIAMSON COUNTY,TEXAS.
a O.P.R.W.C.T.=OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,TEXAS SHEET 1 OF 2
d P.R.W.C.T_=PLAT RECORDS OF WILLIAMSON COUNTY,TEXAS
D.R.W.C.T.=DEED RECORDS OF WILLIAMSON COUNTY,TEXAS 4\> DIAMOND SURVEYING,INC.
R.O.W.=RIGHT-OF-WAY 116 SKYLINE ROAD,GF.0RGFT0WN,'rF.XAS 78628
ni (512)931-3100
DRAWING TO ACCOMPANY 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(O.P.R.W.C.T.),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
s CURVE TABLE
a
m
CURVE ARC LENGTH RADIUS DELTA ANGLE CHORD BEARING CHORD LENGTH
m C28 175.83' 2,762.50' 3°38'48" S59°39'36"W 175.80'
C36 34.16' 332.00' 5°53'43" S41'06'04"W 34.14'
m C37 76.14' 187.00' 23°19'48" S49°49'06"W 75.62'
0
C38 16.75' 72.00' 13'19'34" N26'04'52"W 16.71'
0
n
0
M
LINE TABLE
LINE BEARING DISTANCE
L1 S38'09'12"W 7279' W)
L2 N32°44'39"W 48.37'
$ L3 N19'25'01"W 62.56'
L4 N38'10'16"E 98.69'
m L5 N70'42'59"E 39.35'
c L6 S51'49'44"E 40.64'
o L7 S38"09'12'W 53.64'
m L8 519'25'28'E 9211'
ri
z
& I,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 MarchQEF �j-';'.•TF.f-
W 14,2017.At the time of this survey there was no evidence of encroachments,conflicts or protrusions �� -Re�'9s
apparent on the ground,EXCEPT AS SHOWN.This survey substantially complies with the current ..SHANE SHAFER
Texas Society of Professional Surveyors Standards and Specifications for a Category 16,Condition II :•••••••••••••......••••••
Standard Land Survey.USE OF THIS SURVEY BY OTHER PARTIES SHALL BE AT THEIR OWN < 4..fo 5281 �
o RISK AND UNDERSIGNED SURVEYOR IS NOT RESPONSIBLE FOR ANY LOSS RESULTING 9�Y�•`.ESS`oN•y�
THEREFROM. S U RAF
SHEET 2 OF 2
IL J-L4--, APRIL 10,2017 <> DIAMOND SURM-ING,INC.
116 SKYLINE.ROAD,GEORGETOWN,TFAAS 78628
Shane Shafer,R.P.L.S. O.5281 DATE
931-3100(512)y3,_3,
EXHIBIT "A-3"
Legal Description of Parcel C
METES AND BOUNDS DESCRIPTION
FOR A 1.256 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 A 0.065 ACRE TRACT
OF LAND BEING 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, 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 1.256 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, 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
51042'34" E for a distance of 203.26 feet; THENCE N 19021'15" 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 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 continuing with said easterly right-of-way line of S. MAYS
STREET, the west boundary line of said 2.1355 acre CITY OF ROUND ROCK tract,
and in part over and across said E. BAGDAD AVENUE, passing at a distance of 142.30
feet a concrete monument found monumenting the southwest corner of said 0.065 acre
UNION PACIFIC RAILROAD tract, same being on the most westerly northwest corner
of said 2.1355 acre CITY OF ROUND ROCK tract, passing at a distance of 217.43 feet
a calculated point for the intersection of said easterly right-of-way line of S. MAYS
STREET and the southerly right-of-way line of E. BAGDAD AVENUE, same being the
northwest corner of said 0.065-acre UNION PACIFIC RAILROAD tract, in all a total
distance of 242.96 feet to a 1/2" iron rod set with cap marked "Diamond Surveying",
monumenting the northwest corner hereof;
THENCE over and across said E. BAGDAD AVENUE, the following two (2) courses and
distances:
1. N 70°34'59" E for a distance of 286.85 feet to a 1/2" iron rod set with cap
marked "Diamond Surveying", monumenting the northeast corner hereof;
2. 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 line 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 19025'01" E for a distance of 36.36 feet to a 1/2" 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 26°04'43" E for a distance of 29.71 feet to a 1/2" 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 1/2" 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 II) 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 01°55'43" and having a chord which bears S
55042'39" W for a distance of 92.98 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", monumenting the point of compound curvature of a curve
to the left;
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 05°32'48" 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 49012'00" 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;
2
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 02°52'16" and having a chord which
bears S 50°38'08" W for a distance of 8.37 feet to the POINT OF BEGINNING
hereof and containing 1.256 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.
DRAWING TO ACCOMPANY METES AND BOUNDS DESCRIPTION
FOR A 1.256 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 A 0.065 ACRE TRACT OF LAND BEING 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,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-1 A,SL 100 I � BLOCK 10,CAB_A,SL.190
I i P.R.W.4.T. I ( I 0. p I 1 RR.W.0-L
C.-; I
LOT 10aa ,�T
' DT t _U
LOT 9 ILOT 8 I LOT 7 i LOT 6,LOT 5 I LOT 4 ILCT S IL0' 2 I LOTJ .7 o L"- __( LO1 N __il
a L---- — -- --- — — _ V) m SCALE: 1"= 60'
s
R-O.W_TO BE VACATED E. BAGDAD AVE.
y 0.170 ACRE
WITHIN THE R.O.W.OF (80' R.O.W. CAB. A, SL. 190)
m E BAGDAD AVE
V N70'34'59"E 286.85'
a Itj
LN EXISTING SOUTH RO.W. UNE E. BA AD AV .
0
i r
UNION PACIFIC N
u RAILROAD COMPANY
p n 0.065 AC.BEING
r a A REMNANT PORTION n CITY OF
m OF 57.36 AC.
p ROUND ROCK
VOL.22,PG.441 d'
mCITY OF ROUND ROCK (O.B791 AC.)
7 ... D_R.W.C_T (2.1355 AC_) TRACT II
g 1.256 AC, TRACT I DOC.2013081105
DOC.2013081105 O.P.R.W.C.T.
m
SUBJECT TRACT w O_P_R.W.C_T.
6
M rn —— N73'48'40"E 209.02'
� P.O.B. —————— ———— _
S � N SURFACE VALUES C45
Sc N:10159244.61
5� E:3133017.92 LEGEND
QCOMBINED SURFACE Cq p CALCULATED POINT
z Z ADJUSTMENT
FACTOR:0.99988784 • FOUND IRON ROD
Ln ,64gg O IRON ROD SET WITH CAP MARKED'DIAMOND SURVEYING"
O.w X CUT FOUND IN CONCRETE
r49�2� TING NORTFipIL�� CONCRETE MONUM NT FOUND
30 5 NjON PACIFIC P.O.C.=POINT OF COMMENCEMENT
P.O.B.=POINT OF BEGINNING
P.O.C.
O.P.R.W.C.T.=OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,TEXAS
SURFACE o �,1 p,D P_R_W_C_T.=PLAT RECORDS OF WILLIAMSON COUNTY,TEXAS
N:10159189.13
KL COMB NED SURFACE C3g UNIONR OCW 1VA AES O R_O W_C RIGHT-OF-WAY
ORDS OF WILLIAMSON COUNTY.TEXAS
CADJUSTMENT
w \ FACTOR:0.99988784 DIAMOND SURVEYING,INC.
< 116 SKYI.TNE ROAD,GEORGETOWN,TEXAS 78628
N
SHEET 1 OF 2 (512)931-3100
DRAWING TO ACCOMPANY METES AND BOUNDS DESCRIPTION
FOR A 1.256 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 WILLWMSON
COUNTY,TEXAS,AND A 0.065 ACRE TRACT OF LAND BEING 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,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
CURVE TABLE
CURVE ARC LENGTH RADIUS DELTA ANGLE CHORD BEARING CHORD LENGTH
C1 8.37' 167.00' 2°52'16" S50'38'08"W 8.37'
C4 53.15' 549.00' 5°32'48" S51°58'24"W 53.13'
C29 29.77' 128.00' 13"19'38" S26°04'43"E 29.71'
mC39 203.31' 2,698.78' 4°18'59' N51°42'34"E 203.26'
U
C45 92.99' 2762.50' 1°55'43' S55°4739-W 92.98'
r
LINE TABLE
b LINE BEARING DISTANCE
L1 S 19°25'01'E 26.20'
L2 S 19'25'01"E 36.36'
L3 S 32'44'39"E 48.37-
M
GENERAL NOTES: N
1)BEARING BASIS:NAD-83,TEXAS CENTRAL(4203),STATE PLANE SYSTEM.ALL
= DISTANCES SHOWN ARE SURFACE DISTANCES.COMBINED SURFACE ADJUSTMENT
o FACTOR USED FOR THIS SURVEY IS 0.99988784
m
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
c�Y NOT INTENDED TO BE USED AS A LAND TITLE SURVEY.
ml 3)ALL DOCUMENTS LISTED HEREON ARE RECORDED IN THE OFFICE OF THE COUNTY
x CLERK OF WILLIAMSON COUNTY,TEXAS.
= I,Shane Shafer,Registered Professional Land Surveyor in the State of Texas,hereby certify that this 0 F
2 drawing represents a survey made on the ground under my direct supervision completed on March
}� 14,2017.At the time of this survey there was no evidence of encroachments,conflicts or protrusions �P e�°� Rfo r9it�
o apparent on the ground,EXCEPT AS SHOWN.This survey substantially compiles 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 �'';Qo 5281
g RISK AND UNDERSIGNED SURVEYOR IS NOT RESPONSIBLE FOR ANY LOSS RESULTING
g THEREFROM. S U R`IF
W
i` SHEET 2 OF 2
APRIL 10,2017 C, DIAMOND SURVEYING,INC.
Shane Shafer,R.P.L.S. O.5281 DATE u6 SKYLINE ROAD,GEORGETOWN,TEXAS 78628
512 y3r3uw
EXHIBIT "B"
Form of Real Estate Contract
[Follows this Cover Page]
REAL ESTATE CONTRACT
This Real Lstate 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 tine Property shall be the sum of TWO
MILLION ONF HUNDRED THOTISAND and N01100 DOLLARS ($2,100,000.00) ("Sales
Price").
2.02 Payment of Sales Price. The full amount of the Sales Price shall be payable in
cash at the closing.
3. lZoresentations and Warranties of Seller
Seller represents and warianls 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 tine 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, (lie storage or disposal of hazardous materials, underground tanks, or pollutants or
contaminants of any nature that have existed on the Property.
4. Closiniz
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 Res onsibilities 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 marketable 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 casements, covenants, conditions and
restrictions of record affecting the Properly.
(B) Deliver to Buyer possession of the Property.
4.03 )per'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 Apnortio►unent of Costs. All costs and expenses of closing in consummating the
sale and purchase of the Property will be paid as follows:
2
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 Riglits in the Event of Breach by Sellcr..If Seller fails to fully and timely
perform any of its obligations under this Contract or fails to consununate the sale of the Property
for any reason(except for Buyer's default),Buyer will have the light 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 AssiQmnent.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
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 Compliance.In accordance with the requirements of Section 20 of the Texas Real
Estate License Act, Buyer is advised that it should be funrished 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 Sime Warrantv 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 thispnge left blank)
4
4
SMLER
7
CITY OF ROUND ROCK,TEXAS
221 F.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
BUYFR
ROUND ROCK TRANSPORTATION
AND h:CONOM.IC DEVELOPMENT
CORPORATION
221 F.Main Street
Round Rock,'rX 78664
By:
Alan McGraw,President
Date:
5
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 rNTOWNIIOMES,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,THleRF ORE, 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 full 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 repots 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.
374776
2
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 notif led 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.
S. Right of Entry.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,environmental testing,in order to determine if the Property is suitable for Developer's
purposes. During such period, Buyer may obtain Phase i and Phase 11 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 Dcpot'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. !i
I
I
3
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. "file 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 Entertaimnent
District, and reasonably acceptable to Developer based upon its developmental plans
for the Property,a concept plan of which is attached hereto as Exhibit"It";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"C-l-C-3",attached hereto;
iii. On or before 18 months after the }affective 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.
4
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 all 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 off;.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 RRTF,C 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 walls shall have a decorative finish such as
4.
5
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 slated in Section 36-206 is waived,
Il.
Miscellaneous
1. Prior Written Agreements. This Agrccmcnt 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, (lie 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(lie 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. Severability. 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.
6
executed as of the (late above first written, when all parties have executed an identical
counterpart,notwithstanding that all signatures may not appear on llse same counterpart.
8. Notice.All notices shall he 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
Attu:City Manager
City Ilall
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
fiuther 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 RRTF.D 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
I
6.
7
Exhibit'F" - Water and wastewater Line locations
Exhibit"G" - Retaining Wall location
the remainder of This page is intentionally blank]
7
8
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 Form:
Sara While,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.
9
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
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 "Pro a ").
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 full 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
part thereof.
Grantee, by its acceptance hereof, does hereby assume and agree to pay any and all ad
valorem taxes 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.
[SEAL]
Notary Public, State of Texas
My Commission Expires:
Printed Name of Notary Public
When recorded, return to:
EXHIBIT "A" TO SPECIAL WARRANTY DEED
PROPERTY DESCRIPTION
[Property Description to be subsequently inserted here.]
EXHIBIT `B" TO SPECIAL WARRANTY DEED
PERMITTED EXCEPTIONS
[Permitted Exceptions to be subsequently inserted here.]
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 INTOWNHOMES, LTD., a Texas limited
partnership ("INTO)NN"), 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 INTOWN 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 INTOWN, 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
, 20_, by of ROUND
ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a Texas
nonprofit corporation, on behalf of said nonprofit corporation.
[SEAL]
Notary Public, State of Texas
My Commission Expires:
Printed Name of Notary Public
INTOWN:
INTOWNHOMES,LTD.
By: InTownBuilder GP, LLC,
its general partner
By:
Frank M.K. Liu, its sole member
STATE OF TEXAS §
COUNTY OF §
This instrument was ACKNOWLEDGED before me, on the day
of , 20 , by Frank M.K. Liu, sole member of InTownBuilder GP, LLC,
general partner of InTownHomes, Ltd., a Texas limited partnership, on behalf of said limited
partnership.
[SEAL]
Notary Public, State of Texas
My Commission Expires:
Printed Name of Notary Public
When recorded, return to:
EXHIBIT "A"TO MEMORANDUM OF RIGHT TO PURCHASE
PROPERTY DESCRIPTION
[Property Description to be subsequently inserted here.]
Stewart Title of Austin,LLC
901 S Mopac,Building Ill,Suite 100 File Number: 348712.2
Austin,TX 78746 Sales Price: $425,000.00
(512)472-9231 Close Date: 212812020
Disbursement Date:212812020
SELLER(S)CLOSING STATEMENT
Property: 000 VACANT LAND
ROUND ROCK,TX 78664(WILLIAMSON)
Buyer(s): INTOWNHOMES,LTD.,A TEXAS LIMITED PARTNERSHIP
Seller(s): ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION
221 E Main St
Round Rock,TX 78664
Lender:
Legal Desc: Lots 1 thru 23,Block A,of Amending Plat of Lots 1-23,Block A The Depot Townhomes Subdivision,Phase 1,according to
the map or plat of record in Document Number 2020003343 of the Official Public Records of Williamson County,Texas.
Description Debit Credit
Deposits,Credits,Debits
Contract sales price $425,000.00
Title Charges
Settlement or closing fee to Stewart Title of Austin,LLC $350.00
Tax Certificate Fee to Tejas Tax Data $48.00
Totals
$398.00 $425,000.00
Balance Due TO Seller: $424,602.00
File Number: 348712-2 1 of 2
APPROVED AND ACCEPTED
SELLER(S)
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofi orporation •
By:
Name: n/
Title:
•
SETTLEMENT COORDINATOR
Mandy Dean-Knotts
File Number: 348712-2 2 of 2
TAX PRORATION AGREEMENT
To: Stewart Title of Austin, LLC
RE: File No.: 348712-2
Date: February , 2020
PROPERTY:Lots 1 thru 23, Block A, of Amending Plat of Lots 1-23, Block A The Depot Townhomes
Subdivision, Phase 1, according to the map or plat of record in Document Number
2020003343 of the Official Public Records of Williamson County, Texas.
This indicates our understanding of the handling of the prorations for rents and property taxes in the
referenced transaction.
The property taxes for the current year cannot be determined at this time, the purchasers will be given
credit for their share of the current year's taxes, in consideration of which purchaser will pay the full tax for
the year when taxes are due. This amount is based on an estimate, since current figures are not yet
available. The purchasers are aware that they must take a copy of their recorded deed when received to
the Central Appraisal District in order to have the taxes changed into their names and file for any
exemptions, which apply.
If the actual tax assessment exceeds the estimated amount prorated at closing, seller agrees to
immediately reimburse the purchaser the additional sum owed for the period from January 1st up to the
closing date. Should the actual tax assessments be less than the estimated amount prorated at closing,
purchaser agrees to immediately reimburse the seller the excess amount prorated/credited at closing.
Rent has been prorated as approved by Seller and Purchaser.
Similarly, any adjustments to be made with regard to the other prorated matters due to a change in the
amounts collected will be reimbursed directly between the seller and purchaser.
All parties understand that Stewart Title of Austin, LLC will not be responsible for, nor will they be involved
in any rent or tax proration settlement, post closing. It is agreed that Seller and Purchaser will contact
each other directly, and the refund will be paid immediately upon written notification (with supporting
documentation)from the other party that same is due.
SELLER(S):
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
Name: 1
Title: es I te
File No.: 348712-2 Page 1 of 2
PURCHASER(S):
INTOWNHOMES, LTD.,
a Texas limited partnership
By: InTownBuilder GP, LLC,
its general partner
By:
Name:
Title:
File No.: 348712-2 Page 2 of 2
COMMERCIAL AFFIDAVIT
Re: Commitment/File No.: 348712-2
See Exhibit A attached hereto and incorporated herein by reference (the property described therein
referred to as the"Property").
BEFORE ME, the undersigned authority, personally appeared Round Rock Transportation and Economic
Development Corporation ("Owner"), who executed the within instrument for the purposes therein
contained.
Owner hereby declares as follows:
1. Owner is the sole owner of the Property.
2. Owner's enjoyment of the Property has been peaceful and undisturbed and the title to the Property
has never been disputed or questioned to Owner's knowledge, nor does Owner know of any facts by
reason of which title to, or possession of the Property might be disputed or questioned, or by reason
of which others may claim title to the Property or any portion thereof or an easement over and across
same, except as shown on the Survey (as hereinafter defined), as set forth in the Commitment (as
hereinafter defined), and as follows:
A complete list of all parties in possession of any portion of the Property under unrecorded leases
(the "Leases", and each a "Lease") or otherwise is set forth on Exhibit B attached hereto and
made a part hereof. Owner knows of no other tenancies, leases, parties in possession or other
occupancies of the Property and each of the parties disclosed on Exhibit B occupies the Property
or has a right to such occupancy either as a tenant from month to month without lease or
pursuant to the terms of a Lease.All leases are subordinate to mortgages.
3. Owner knows of no proceeding in bankruptcy instituted by or against Owner in any jurisdiction of the
U.S. now pending, nor has Owner ever made an assignment for the benefit of creditors.
4. Owner knows of no action or proceeding relating to the Property now pending before any state or
federal court nor does Owner know of any judgments or liens, (including state and federal tax liens),
which now constitute a lien or charge upon the Property, other than those shown on the commitment
for title insurance for the Property issued to Buyer (as defined below) or an affiliate of Buyer (the
"Commitment").
5. Owner knows of no unrecorded documents affecting title to the Property other than the Leases and
that certain Purchase and Sale Agreement dated 04-27-17 between Owner, as seller, and
INTOWNHOMES, LTD., a Texas limited partnership ("Buyer") as purchaser, (as amended and/or
assigned).
6. Owner knows of no real or personal property taxes and/or special assessments affecting the Property
other than those shown on the Commitment.
7. Owner knows of no unpaid real or personal property taxes, water and/or sewer usage charges or
unpaid special assessments for items such as improvements for sidewalks, curbs, gutters, alleys,
etc., other than those shown on the Commitment.
8. Owner knows of no unpaid bills or claims for labor or services performed or materials furnished for
the construction of improvements on the Property other than those shown on the Commitment.
9. Except for matters known and agreed to by Buyer ("Known Matters"), to Owner's knowledge, no
matters arising or occurring between the last effective date of the Commitment (the "Effective Date")
to the recordation of the documents creating the interest(s) being insured pursuant to the
Commitment have been filed for record (the "Recordation Time"), which constitute an encumbrance
on or affect said title. Owner agrees to promptly defend, remove, bond or otherwise dispose of any
encumbrance, lien or objectionable matter to title, other than Known Matters, which may arise, occur
or be filed, as the case may be, against the Property between the Effective Date and the Recordation
Time, and to hold harmless, and indemnify Stewart Title of Austin, LLC and Stewart Title Guaranty
Company against all expenses, costs, and attorneys' fees, which may arise out of Owner's failure to
so remove, bond or otherwise dispose of any said liens, encumbrances or objectionable matters.
File No.: 348712-2 Page 1 of 4
Buyer has delivered to Stewart Title of Austin, LLC, and Stewart Title Guaranty
Company a copy of a survey of the Property dated 12-08-15 prepared by
Dorothy J.Taylor (the "Survey").
10. Except for Known Matters and as set forth in the Commitment, to Owner's knowledge, since the date
of the Survey, there have been no:
a. Construction projects such as new structures, additional rooms, or paving on the Property;
b. Changes in the location of boundary fences or boundary walls on the Property; or
c. Conveyance or replattings or easement grants or easement dedications by Owner with
respect to the Property.
This affidavit is given to induce Stewart Title of Austin, LLC, as agent and Stewart Title Guaranty
Company to issue its policy of title insurance pursuant to the Commitment with full knowledge that
Stewart Title of Austin, LLC, and Stewart Title Guaranty Company will rely upon the accuracy of same;
and Owner hereby agrees to hold Stewart Title of Austin, LLC, and Stewart Title Guaranty Company
harmless and indemnify it against any loss or damage it may sustain as a result of any false statement
made herein.
WITNESS the hand and seal of affiant.
OWNER
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
Name: 1
Title: _ S Ip(?
State of Texas
County of Williamson
Sworn to and subscribed before me, the undersigned authorit „by
Gj N as ll� of Round Rock
Transportatit•!n and Ecbliomic Development Corporation on this the Ia' T day of February, 2020.
WAN, • k(21{ARA--
Notary Public in and for the State of Texas \\ \11t111 �,
My Commission Expires: I I'2 \\`' L. i
six........ T
`�`� •• P PUs)i••';
• � 0 • ,
• .
�111111111111
File No.: 348712-2 Page 2 of 4
Exhibit "A"
The Property
Lots 1 thru 23, Block A, of Amending Plat of Lots 1-23, Block A The Depot Townhomes Subdivision,
Phase 1, according to the map or plat of record in Document Number 2020003343 of the Official Public
Records of Williamson County, Texas.
File No.: 348712-2 Page 3 of 4
Exhibit "B"
The Leases
File No.: 348712-2 Page 4 of 4
Date: , 2020
Borrower: INTOWNHOMES, LTD., a Texas limited partnership
Seller: Round Rock Transportation and Economic Development Corporation
File No.: 348712-2
Property Address: 000 Vacant Land, Round Rock, TX 78664
AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE STATEMENT
This is to give you notice that Stewart Title of Austin, LLC has a business relationship with the service
providers listed below. These providers are under the common control or are related to Stewart Title of
Austin, LLC. The charges for their services are not greater than the market price for such services.
Because of this relationship, this referral may provide Stewart Title of Austin, LLC a financial or other
benefit.
You are NOT required to use the below service providers as a condition for the settlement of your loan
on, or the purchase or sale of, the subject property. You are free to shop around to determine that you
are receiving the best services and best rate for these services.
Provider Service Charge or Range
of Charges
Tejas Tax Data Tax information $48-$100*
Law Office of William Bradshaw Document Preparation $80-$265**
Stewart Specialty Insurance Services Home Warranty $350-$600
and Home Warranty of America
*If the transaction involves more than 2 tracts of land this cost could be higher. Please contact your
closing team for a quote.
**This assumes a transaction that involves a Warranty Deed and Release of Lien. If additional
documents are required the cost could increase.
INTOWNHOMES, LTD.,
a Texas limited partnership
By: InTownBuilder GP, LLC,
its general partner
By:
Name:
Title:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
Name:
Title: _ BSI
ADDENDUM TO SETTLEMENT STATEMENT
File No.: 348712-2 Date: February , 2020
Legal:
Lots 1 thru 23, Block A, of Amending Plat of Lots 1-23, Block A The Depot Townhomes Subdivision, Phase 1, according
to the map or plat of record in Document Number 2020003343 of the Official Public Records of Williamson County, Texas.
I have carefully reviewed the Settlement Statement and to the best of my knowledge and belief, it is a true and accurate
statement of all receipts and disbursements made on my account or by me in this transaction.
The Company has deposited the earnest money that it has received in a demand deposit account that is federally insured
to the maximum extent permitted by law. Demand deposit accounts are non-interest bearing pursuant to federal law, but
offer immediately available funds for withdrawal after a check has cleared.
The Company may receive other benefits from the financial institution where the funds are deposited. Based upon the
deposit of escrow funds in demand accounts and other relationships with the financial institution, Title Company is eligible
to participate in a program offered by the financial institution whereby the Title Company may (i) receive favorable loan
terms and earn income from the investment of loan proceeds and (ii) receive other benefits offered by the financial
institution.
The Seller's and Purchaser's/Borrower's signatures hereon acknowledge their approval and signify their understanding
that tax and insurance pro-rations and reserves are based on figures for the preceding year or supplied by others or
estimated for the current year, and in the event of any change for the current year, all necessary adjustments will be made
between Purchaser/Borrower and Seller directly. Any deficit in delinquent taxes or mortgage payoffs will be promptly
reimbursed to the Settlement Agent by the Seller.
The parties have read and understood the above sentences, and recognize that the above relations herein are material
and important. The parties agree to these statements, and recognize Title Company is relying on these recitations in
closing this transaction.
I certify and acknowledge that I have received a copy of this Settlement Statement and have read and understood the
disclosure stated above.
ROUND ROCK TRANSPORTATION AND INTOWNHOMES, LTD.,
ECONOMIC DEVELOPMENT CORPORATION, a Texas limited partnership
a Texas nonprofit corporation
By: InTownBuilder GP, LLC,
its general partner
By:
Name: _ i
Title: _ l bG
By:
Name:
Title:
The Settlement Statement which I have prepared is a true and accurate account of this transaction. I have caused or
will cause the funds to be disbursed in accordance with this statement.
Settlement Agent: Date:
Mandy Dean-Knotts
WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form.
Penalties upon conviction include a fine and imprisonment. For details, see: Title 18 U.S. Code Sections 1001 and 1010.
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
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 full 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
part thereof.
Grantee, by its acceptance hereof, does hereby assume and agree to pay any and all ad
valorem taxes and special assessments pertaining to the Property for calendar year 2020 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 1520 Oliver Street, Houston, Texas 77007.
EXECUTED as of the `3 `' day of February, 2020.
GRANTOR:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
Name:
Title: .e
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was ACKNOWLEDGED before me, on the I3 day of February,
2020, by 1 `" U t"J , .45t to -i' of ROUND ROCK
TRANSPORTATION'
AND ECONOMIC DEVELOPMENT CORPORATION a Texas
nonprofit corporation, on behalf of said nonprofit corporation.
[SEAL] Citr261/1-"-
Notary Public, State of Texas
My Commission Expires: 114k L ' ,„il/ ,-t
t.
I I-7i62,0 Printed Name of Notary Public
Vt. !4/.1.71/7',/
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When recorded, return to: . . O <r.'•:
Winstead PC Np "
600 Travis Street, Suite 5200 : i TF OF��P '
Houston, Texas 77002 , •'•� 2658
Attention: David Staas /����i�i s 7-�RE11=L0\�.``�
EXHIBIT "A" TO SPECIAL WARRANTY DEED
PROPERTY DESCRIPTION
Lots 1 thru 23, Block A, of Amending Plat of Lots 1-23, Block A, The Depot Townhomes
Subdivision, Phase 1, according to the map or plat of record in Document Number 2020003343
of the Official Public Records of Williamson County, Texas.
I
EXHIBIT "B" TO SPECIAL WARRANTY DEED
PERMITTED EXCEPTIONS
1. The restrictive covenants of record recorded in/under Document Number 2014022530, as
amended under Document Number 2019024996, Document Number 2019024979, and
Document Number 2020003343 of the Official Public Records of Williamson County,
Texas.
2. Subject to Edwards Aquifer Protection Plan recorded under Document Numbers
9802229, and 2007066553 of the Official Public Records of Williamson County, Texas.
3. Ordinance Number 0-2017-4352 as evidenced by instrument filed 4/28/2017, by City of
Round Rock, recorded in/under Document Number 2017037920 of the Official Public
Records of Williamson County, Texas.
4. Subject to easements retained in Deed recorded under Document Number 2014022530 of
the Official Public Records of Williamson County, Texas.
5. All the oil, gas and other minerals, the royalties, bonuses, rentals and all other rights in
connection with same as same are set forth in instrument recorded in/under Document
Number 2014022530 of the Official Public Records of Williamson County, Texas.
6. All terms, conditions, and provisions of that certain Declaration of Restrictions, recorded
in/under Document Number 2019024979 of the Official Public Records of Williamson
County, Texas.
7. Ordinance Number 0-2019-0200 as evidenced by instrument filed 5/20/2019, by City of
Round Rock, Texas, recorded in/under Document Number 2019043591 of the Official
Public Records of Williamson County, Texas.
4837-2233-7694v.5 47404-17
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 February (3 , 2020, by and between INTOWNHOMES, LTD., a Texas limited
partnership ("INTOWN"), 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 INTOWN relating to the two parcels of property described in
Exhibit "A" attached hereto (collectively, the "Property"), set forth in that certain Real Estate
Contract dated April 27, 2017 (as the same may be amended, the "Contract"), pursuant to which
RRTED shall convey the Property to Purchaser following the completion of the conditions
precedent to such conveyances in the Contract, 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 INTOWN, 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 Contract.
[Remainder of Page Intentionally Left Blank]
RRTED:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Texas nonprofit corporation
By:
Name: (J
Title: �iA1
STATE OF TEXAS §
COUNTY OF VNLLL 1aM I §
This instrument was ACKNOWLEDGED before me, on the �3 day of February,
2020, by (A2alqMd 01tJ , � �p�1'— of ROUND ROCK
TRANSPORTATIO AND CONOMIC DEVELOPMENT CORPORATION a Texas
nonprofit corporation, on behalf of said nonprofit corporation.
[SEAL] SCAA7 •1406:04"
Notary Public, State of Texas
My Commission Expires: Srifiza
SO10 Printed Name of Notary Public
00tI11f111oo
WH/TF'/
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11 f 111111
INTOWN:
INTOWNHOMES,LTD.
By: InTownBuilder GP,LLC,
its general partner
By:
Frank M.K. Liu, its sole member
STATE OF TEXAS §
COUNTY OF §
This instrument was ACKNOWLEDGED before me, on the day of February,
2020, by Frank M.K. Liu, sole member of InTownBuilder GP, LLC, general partner of
InTownHomes,Ltd., a Texas limited partnership, on behalf of said limited partnership.
[SEAL]
Notary Public, State of Texas
My Commission Expires:
Printed Name of Notary Public
When recorded,return to:
Winstead PC
600 Travis Street, Suite 5200
Houston, Texas 77002
Attention: David Staas
EXHIBIT "A" TO MEMORANDUM OF RIGHT TO PURCHASE
PROPERTY DESCRIPTION
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 I), 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 comer 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 19°25'28" 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 1/2" 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 3 8°09'12" 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 23°19'48" 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°31'48" 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 32°44'39" 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 13°19'34" 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'O 1" 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 19°25'O1" 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 70°34'59" 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 1/2" 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 70°42'59" 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 51°49'44" E for a distance of 40.64 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", on the beginning of a curve to the left;
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.
Parcel C
METES AND BOUNDS DESCRIPTION
FOR A 1.256 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 I), CONVEYED TO THE CITY OF
ROUND ROCK, TEXAS, AS RECORDED IN DOCUMENT NO. 2013081105, OFFICIAL
PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS,AND A 0.065 ACRE TRACT OF
LAND BEING 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, 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 1.256 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, 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°42'34" E for a distance of
203.26 feet; THENCE N 19°21'15" 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 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 19°21'15" W continuing with said easterly right-of-way line of S. MAYS STREET,
the west boundary line of said 2.1355 acre CITY OF ROUND ROCK tract, and in part over and
across said E. BAGDAD AVENUE, passing at a distance of 142.30 feet a concrete monument
found monumenting the southwest corner of said 0.065 acre UNION PACIFIC RAILROAD
tract, same being on the most westerly northwest corner of said 2.1355 acre CITY OF ROUND
ROCK tract, passing at a distance of 217.43 feet a calculated point for the intersection of said
easterly right-of-way line of S. MAYS STREET and the southerly right-of-way line of
E. BAGDAD AVENUE, same being the northwest comer of said 0.065-acre UNION PACIFIC
RAILROAD tract, in all a total distance of 242.96 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", monumenting the northwest corner hereof;
THENCE over and across said E. BAGDAD AVENUE, the following two (2) courses and
distances:
1. N 70°34'59"' E for a distance of 286.85 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", monumenting the northeast corner hereof;
2. S 19°25'O 1" 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 line 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'O1" E for a distance of 36.36 feet to a 1/2" 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 26°04'43" E for a distance of 29.71 feet to a 1/2" 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 1/2" 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 II) 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 01°55'43" and having a chord which bears
S 55°42'39" W for a distance of 92.98 feet to a 1/2" iron rod set with cap marked
"Diamond Surveying", monumenting the point of compound curvature of a curve
to the left:
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 05°32'48" 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 02°52'16" and having a chord which bears
S 50°38'08" W for a distance of 8.37 feet to the POINT OF BEGINNING hereof
and containing 1.256 acres of land more or less.
4849-2564-4190v.5 47404-17 2/5/2020
FIRST AMENDMENT TO
REAL ESTATE CONTRACT
This First Amendment to Real Estate Contract (this "Amendment") is made and entered
into effective as of the (?,.'day of February, 2020 (the "First Amendment Effective Date"), by
and between ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a
Type B Texas economic development corporation ("Seller"), and INTOWNHOMES, LTD., a Texas
limited partnership ("Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer entered into that certain Real Estate Contract dated
effective as of April 27, 2017 (the "Agreement"), pursuant to the terms of which Seller agreed to
sell and Buyer agreed to buy the Property located in Williamson County, Texas, as more
particularly described therein; and
WHEREAS, Seller and Buyer desire to reinstate, ratify and confirm the Agreement and
modify the Agreement as herein stated below.
NOW, THEREFORE, for and in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby agree as follows:
AGREEMENTS:
1. Defined Terms. Capitalized terms not defined in this Amendment have the meanings
ascribed thereto in the Agreement.
2. Ratification. The Agreement shall be reinstated as of the First Amendment Effective
Date, and the terms and provisions of the Agreement, as may be modified herein, are
hereby ratified, confirmed and agreed to and will continue in full force and effect.
3. Escrow Deposit. On or before 5:00 PM CDT on the third business day following the
First Amendment Effective Date, Buyer shall re-deposit with the Title Company by
means of a cashier's check or wire transfer of immediately available funds the Escrow
Deposit. Upon the re-deposit, the Escrow Deposit shall be held by the Title Company
as set forth in the Agreement.
4. First Closing. The second sentence of Section 6.01 of the Agreement is hereby deleted
in its entirety and replaced as follows:
"The "First Closing" shall occur on February 28, 2020, or such earlier date as may be
mutually agreed between Buyer and Seller."
5. Buyer's Use of Parcel B and Parcel C. Section 7.01(f) of the Agreement is hereby
deleted in its entirety. Seller hereby grants and conveys to Buyer, for itself and the
benefit of its contractors, subcontractors, licensees, successors and assigns, an
irrevocable, non-exclusive license on, over and across Parcel B and Parcel C for the
purpose of clearing, grading, construction of utilities, construction of roads, construction
of drainage and detention facilities, and other site work (not including pouring of
foundations or construction of buildings) (the "Site Work License"). The Site Work
License shall be effective with respect to Parcel B as of the date of the First Closing and
expire upon the date of the Second Closing. The Site Work License shall be effective
with respect to Parcel C as of the date of the First Closing and expire upon the date of
the Third Closing. BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER FROM
AND AGAINST, ANY AND ALL LIABILITIES, LOSSES, DAMAGES, PENALTIES,
COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND EXPENSES), CAUSES OF ACTION, SUITS, CLAIMS,
DEMANDS OR JUDGMENTS OF ANY NATURE WHATSOEVER, ARISING FROM (I)
INJURY TO OR DEATH OF ANY PERSON OR PERSONS OR DAMAGE TO OR LOSS
OF PROPERTY, REAL OR PERSONAL, CAUSED BY OR CONNECTED WITH THE
USE, NON-USE, CONDITION, OCCUPANCY, MAINTENANCE OR REPAIR UNDER
THE SITE WORK LICENSE, WHETHER OR NOT SELLER HAS OR SHOULD HAVE
KNOWLEDGE OR NOTICE OF THE DEFECT OR CONDITIONS, IF ANY, CAUSING
OR CONTRIBUTING TO SAID INJURY, DEATH, LOSS, DAMAGE OR OTHER CLAIM,
AND (II)ANY ACT OR OMISSION OF BUYER OR ITS AGENTS, CONTRACTORS, OR
INVITEES. BUYER'S INDEMNITY AND OTHER OBLIGATIONS UNDER THIS
SECTION SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE,
CONTRIBUTORY, CONCURRENT OR OTHERWISE, OF SELLER AND SHALL
SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT.
Buyer shall have no obligation to restore Parcel B or Parcel C following termination of
the Site Work License. This section shall survive any closing on the Property or the
termination of the Agreement.
6. Conflict. In the event of any conflict between the provisions of this Amendment and the
Agreement, the provisions of this Amendment shall control.
7. Counterparts. This Amendment may be executed in two or more counterparts,
each of which will be deemed an original, which together will constitute one and the
same agreement.
8. Ratification. Except as amended hereby, the Agreement remains in full force and
effect and is ratified and affirmed by each of Seller and Buyer.
9. Section Headings. The section headings herein contained are for purposes of
identification only and will not be considered in construing this Amendment.
10. Entire Agreement, Amendment. This Amendment, the Agreement, and the exhibits
attached thereto contain the entire agreement between the Buyer and Seller. No
modification or amendment of this Amendment will be of any force or effect unless made
in writing and executed by both Buyer and Seller.
11. Facsimile. The delivery of any executed counterpart(s) of this Amendment, or any
notice pursuant to this Amendment, by means of the facsimile transmission or electronic
transmission of a PDF format of such counterpart(s) or notice shall be deemed to be,
and shall have the same force and effect as, the delivery of an executed original
counterpart of, or notice pursuant, to this Amendment.
12. Severability. In case any one or more of the provisions contained in this Amendment
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision hereof, and
2
this Amendment shall be construed as if such invalid, illegal or unenforceable provision
had not been contained herein.
[Signatures on following pages.]
3
IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of
the First Amendment Effective Date.
BUYER:
INTOWNHOMES, LTD.,
a Texas limited partnership
By: InTownBuilder GP, LLC,
its general partner
By:
Name:
Title:
Signature Page-First Amendment to Real Estate Contract—Page 1
SELLER:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION
By:
Name: l' At'V
Title: 1/2-014 teaJ
Signature Page- First Amendment to Real Estate Contract—Page 2
AFTER RECORDING RETURN TO:
ROBERT D.BURTON,ESQ.
WINSTEAD,PC
401 CONGRESS AVE., SUITE 2100
AUSTIN,TEXAS 78701
EMAIL:RBURTON@WINSTEAD.COM
ASSIGNMENT
OF DECLARANT'S RIGHTS
THE DEPOT TOWNHOMES
Williamson County, Texas
Cross reference to that certain Declaration of Covenants, Conditions and Restriction for The Depot
Townhomes, recorded as Document No. 2019111118 in the Official Public Records of Williamson
County,Texas.
4847-0818-2942v.3 56857-52 2/5/2020
ASSIGNMENT OF DECLARANT'S RIGHTS
THE DEPOT TOWNHOMES
This Assignment of Declarant's Rights (the "Assignment") is made by ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a Type B Texas
economic development corporation ("Assignor"), and INTOWNHOMES, LTD., a Texas
limited partnership ("Assignee"), and is as follows:
RECITALS
A. Assignor is the current"Declarant"under that certain Declaration of Covenants,
Conditions and Restrictions for The Depot Townhomes, recorded as Document No.2019111118
in the Official Public Records of Williamson County,Texas (the "Declaration").
B. Assignor desires to transfer and assign to Assignee all of its right, title, and
interest held by Assignor as Declarant under the Declaration.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged,Assignor and Assignee agree as follows:
1. Transfer and Assignment of Declarant's Rights. Assignor does hereby grant,
sell, set over, transfer and assign to Assignee, its successors and assigns, all of Assignor's right,
title, interest, powers, privileges, benefits and obligations as Declarant under the Declaration.
Assignee shall hereinafter have all rights to act and exercise all rights, powers, privileges,
benefits, and obligations as the Declarant under the Declaration.
2. Defined Terms. All defined terms delineated with initial capital letters in this
Assignment that are not defined herein shall have the meaning ascribed to them in the
Declaration. Other terms have the meanings commonly ascribed to them.
3. Survival of Provisions. This Assignment shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.
4. Captions. The captions of sections in this Assignment are for convenient
reference only and are not to be construed in any way as part of this Assignment.
5. Execution. To facilitate execution, this instrument may be executed in any
number of counterparts as may be convenient or necessary,and it shall not be necessary that the
signatures of all parties be contained in any one counterpart hereof. Additionally, the parties
hereto hereby covenant and agree that, for purposes of facilitating the execution and
recordation of this instrument, the signature and acknowledgement pages taken from separate
individually executed counterparts of this instrument may be combined and/or collated to form
multiple fully executed counterparts. All executed counterparts of this instrument shall be
deemed to be originals,but all such counterparts, when taken together, shall constitute one and
the same instrument.
4847-0818-2942v.3 56857-52 2/5/2020
Executed to be effective this 1 day of February,2020 (the "Effective Date").
ASSIGNOR:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOP ENT CORPORATION,
a Type B T,, as econo 'c development corporation
By:
Printed N.4 e: Alr.,�,..-1 0 , V
Title: v M
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me this ;11. day of February, 2020, by
(/t2 C1(9 WM am , we'1 bCit 1 of ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT CORPORATION, a Type B Texas economic development
corporation, on behalf of said corporation.
\01111111 l 11/���
(SEAL)
•osPRY P4407'•, S WM- /W+111;U'
._I: ; W 1 Notary Public Signature
:ts% • ' /26586�`Z•. ,:?.
•
/!/itIE ;)tv\d"
3
4847-0818-2942v.3 56857-52 2/5/2020
ASSIGNEE:
INTOWNHOMES,LTD.,
a Texas limited partnership
By: INTOWNBUILDER GP,LLC,
a Texas limited liability company,
its General Partner
By:
Printed Name:
Title:
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me this day of February, 2020, by
, of InTownBuilder GP, LLC, a Texas
limited liability company, General Partner of InTownHomes, Ltd., a Texas limited partnership,
on behalf of said corporation and partnership.
(SEAL)
Notary Public Signature
After Recording,Please Return To:
Robert D. Burton
Winstead PC
401 Congress Avenue,Suite 2100
Austin, Texas 78701
4
4847-0818-2942v.3 56857-52 2/5/2020
ASSIGNMENT OF DECLARANT'S RIGHTS
THE DEPOT TOWNHOMES
This Assignment of Declarant's Rights (the "Assignment") is made by
INTOWNHOMES, LTD., a Texas limited partnership ("Assignor"), and ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION, a Type B Texas
economic development corporation ("Assignee"), and is as follows:
RECITALS
A. Assignor is the current"Declarant"under that certain Declaration of Covenants,
Conditions and Restrictions for The Depot Townhomes, recorded as Document No.2019111118
in the Official Public Records of Williamson County,Texas (the "Declaration").
B. Assignor desires to transfer and assign to Assignee its right, title, and interest
held by Assignor as Declarant under the Declaration, subject to the terms and provisions set
forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged,Assignor and Assignee agree as follows:
1. Transfer and Assignment of Declarant's Rights. Subject to Paragraph 2 below,
Assignor does hereby grant, sell, set over, transfer and assign to Assignee, its successors and
assigns, all of Assignor's right, title, interest, powers, privileges, benefits and obligations as
Declarant under the Declaration. Assignee shall hereinafter have all rights to act and exercise
all rights,powers,privileges,benefits, and obligations as the Declarant under the Declaration.
2. Assignor's Retained Rights and Final Transfer. Assignor shall continue to hold
the following rights of Declarant under the Declaration (which shall also be held by the
Assignee): (i) the right to have all Claims against Assignor resolved by binding arbitration in
accordance with the provisions set forth in Article 15 of the Declaration; and (ii) the rights
reserved in Section 13.7 of the Declaration. Additionally, Assignor exclusively retains the right
to act as the Architectural Control Committee for all of the Property described on Exhibit "A"
attached hereto and incorporated herein (the "Assignor Property"). Six (6) months after a
portion of the Assignor Property has been conveyed by the Assignor to a third-party with a
completed residence thereon, all rights of the Architectural Control Committee with respect to
such portion of the Assignor Property shall automatically transfer to the Assignee.
3. Defined Terms. All defined terms delineated with initial capital letters in this
Assignment that are not defined herein shall have the meaning ascribed to them in the
Declaration. Other terms have the meanings commonly ascribed to them.
4. Survival of Provisions. This Assignment shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.
4847-0818-2942v.3 56857-52 2/5/2020
5. Captions. The captions of sections in this Assignment are for convenient
reference only and are not to be construed in any way as part of this Assignment.
6. Execution. To facilitate execution, this instrument may be executed in any
number of counterparts as may be convenient or necessary, and it shall not be necessary that the
signatures of all parties be contained in any one counterpart hereof. Additionally, the parties
hereto hereby covenant and agree that, for purposes of facilitating the execution and
recordation of this instrument, the signature and acknowledgement pages taken from separate
individually executed counterparts of this instrument may be combined and/or collated to form
multiple fully executed counterparts. All executed counterparts of this instrument shall be
deemed to be originals, but all such counterparts, when taken together, shall constitute one and
the same instrument.
Executed to be effective this day of ,20 (the "Effective Date").
[SIGNATURE PAGES FOLLOW]
4847-0818-2942v.3 56857-52 2/5/2020
ASSIGNOR:
INTOWNHOMES,LTD.,
a Texas limited partnership
By: INTOWNBUILDER GP,LLC,
a Texas limited liability company,
its General Partner
By:
Printed Name:
Title:
THE STATE OF TEXAS §
§
COUNTY OF HARRIS §
This instrument was acknowledged before me this day of February, 2020, by
of InTownBuilder GP, LLC, a Texas
limited liability company, General Partner of InTownHomes, Ltd., a Texas limited partnership,
on behalf of said corporation and partnership.
(SEAL)
Notary Public Signature
4847-0818-2942v.3 56857-52 2/5/2020
ASSIGNEE:
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT CORPORATION,
a Type B Te as economic development corporation
By:
Printed N e:
Title: 614+
THE STATE OF TEXAS §
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged b fore me this 1 day of February, 2020, by
( 2j•11 M aLUj4 a , 02INA De N of ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT CORPORATION, a Type B Texas economic development
corporation, on behalf of said corporation.
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(SEAL : N.) ,a40/` / a G li-- • tqw-;.5 ram'+ Ad/VI--
Notary Public Signature
•• OF 0
After Recording,Please Return To: - •p,`PRY PCB</c;;
•
• .tom •
Robert D.Burton ��
Winstead PC = . `�� �� :
401 Congress Avenue,Suite 2100 y '•., O F 1�
Austin, Texas 78701 %�/ •.'';�1265g10:•
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4847-0818-2942v.3 56857-52 2/5/2020
ATTACHMENT 1
ASSIGNOR PROPERTY
[TO INCLUDE THE PROPERTY OWNED BY ASSIGNOR AT THE TIME OF RECORDING]
4847-0818-2942v.3 56857-52 2/5/2020