R-08-02-14-9C5 - 2/14/2008 RESOLUTION NO. R-08-02-14-9C5
WHEREAS, the City desires to purchase a 0 . 279 acre tract of
land and improvements located at 231 E. Main for City offices, and
WHEREAS, Christian Noel Marsh, the owner of the property, has
agreed to sell said property to the City, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Contract for Sale with Christian Noel Marsh, for
the purchase of the above described property, a copy of said
Contract being attached hereto as Exhibit "A" and incorporated herein
for all purposes .
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 14th day of Februar7
y, 08
of
'..' --- C
N WELL Mayor
City of Round Rock, Texas
ATTEST:
SLa L .. buu/tu
SARA L. WHITE, City Secretary
R80214C5.WPD/dC
CONTRACT FOR SALE OF
231 East Main Street
Round Rock, Texas
CHRISTIAN NOEL MARSH ("Seller"), and the CITY OF ROUND ROCK, TEXAS
("Purchaser"), agree as follows:
1. Agreement for Sale of the Property. Subject to the terms and conditions of this
Contract, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase the
following described property located in Williamson County, Texas (collectively referred to as
the "Property"):
a. Land. A tract of land more specifically described by metes and bounds in
Exhibit A, which is attached hereto and incorporated herein by reference (the "Land");
b. Buildings. All improvements and fixtures owned by Seller and located on the
Land, and also known as the Main Street Plaza office building (the "Building"), provided,
however, that any office furniture owned by Seller shall be expressly excluded from any sale
and conveyance;
C. Other Property.
(i) Seller's right, if any, to use the name "Main Street Plaza;"
(ii) The interest of the lessor or landlord under all leases, tenancies,
rental, use, occupancy, and concession agreements covering space on the
Land or in the Buildings (hereinafter called the "Leases"), together with all
prepaid rents, security deposits, utility deposits, and other deposits made by
the tenants under the Leases;
(iii) All of Seller's interest in the following to the extent they relate to the
ownership, use, leasing, maintenance, service, or operation of the Land or
Buildings: (i) contracts or agreements such as maintenance, service, or utility
contracts, (ii) warranties, guaranties, indemnities and claims, (iii)
development rights, utility capacity, governmental approvals, licenses and
permits, and (iv) plans, drawings, specifications, surveys, engineering reports
and environmental reports; and
(iv) All and singular the rights and appurtenances pertaining to any of the
foregoing, including without limitation, the right of the Seller, if any, in and
to adjacent streets, alleys, easements, rights-of-way and rights of ingress and
egress thereto.
2. Purchase Price. The total purchase price for the Property is THREE MILLION
AND FIFTY THOUSAND AND 00/100 Dollars ($3,050,00.00) (the "Purchase Price").
3. Payment of Purchase Price. The total purchase price for the Property shall be paid
by Purchaser to Seller in the following manner: EXHIBIT
11 A 11
a. Escrow Deposit. Within ten (10) business days after Purchaser's and Seller's
execution of this Contract (and as a condition precedent to the effectiveness of this Contract),
the cash amount of Twenty Five Thousand and No/100 Dollars ($25,000.00) (the "Escrow
Deposit") shall be deposited by Purchaser with Texas American Title Company, at its office at
715 Discovery Blvd., Suite 2051) Cedar Park, Texas 78613, Attn: Julia Bechara (the "Title
Company"). The Title Company shall deposit the Escrow Deposit in one or more interest
bearing accounts with a bank or other financial institution reasonably acceptable to Purchaser
and Seller. Interest earned on the Escrow Deposit shall be deemed a portion of the Escrow
Deposit. The Escrow Deposit shall be paid to Seller at the Closing (as defined herein) as a part
of the payment of the Purchase Price or, if the Closing does not occur, shall be otherwise
disbursed in accordance with this Contract.
b. Remainder of Purchase Price Due at Closing. Subject to the adjustments
under paragraph 11 of this Contract, the balance of the Purchase Price shall be paid to Seller in
good funds at the Closing by cashier's check or wired funds, which, in either case, will allow
the Title Company to disburse those funds to Seller at the Closing.
4. Agreement to Continue Operations Seller agrees that until Closing and delivery
of possession of the Property to Purchaser as provided in this Agreement, Seller will:
a. Perform all obligations arising out of the Leases described herein;
b. Maintain the Property in good repair and in the same condition, reasonable
wear and tear excepted, as it was at the time the Purchaser inspected it on June 27, 2007; and
C. Continue to operate and manage the Property in a reasonable, diligent and
prudent manner.
However, Seller will not enter into any additional leases or agreements pertaining to the
Property before the Closing without Purchaser's prior consent in writing.
5. Survey. Purchaser has obtained a current as-built survey of the property and
Seller acknowledges that this has been made available to Seller.
6. Owner Policy of Title Insurance; Title Commitment; Title Review.
a. Seller, at Purchaser's expense, shall furnish to Purchaser at the Closing, or
within a reasonable time thereafter, an Owner Policy of Title Insurance (without endorsements)
(the "Owner Title Policy") (on a form prescribed by the Texas Department of Insurance) issued
through the Title Company, insuring title to the Land and Buildings in Purchaser in the full
amount of the Purchase Price, and containing only the Permitted Exceptions (as defined
below). Purchaser may, at its expense, obtain any available endorsements to the Owner Title
Policy or may cause the Title Company to delete the "survey exception" from the Owner
Title Policy without qualification or condition, except as to "any shortages in area." Any
exceptions to title that are either accepted or waived by Purchaser as provided in this
paragraph 6 are referred to herein as the "Permitted Exceptions."
2.
b. Purchaser shall cause to be prepared an updated written title report or
commitment (the "Title Commitment") to issue the Owner Title Policy, which specifies all
exceptions to title, including, without limitation, easements, liens, encumbrances, restrictions,
conditions, or covenants affecting the Property, accompanied by complete and legible copies
of all recorded documents (collectively, the "Title Documents") affecting title to the Property
and referred to in the Title Commitment. If any exceptions appear on the Title Commitment,
other than the standard printed exceptions, or if any encroachments, overlapping of
improvements, or other conditions are shown on the Survey that are not acceptable to
Purchaser, Purchaser shall, within fifteen (15) days following the Effective Date, notify Seller
in writing of such fact. To the extent Purchaser does not make any such objections to title by
giving Seller written notice thereof within ten (10) days following the Effective Date,
Purchaser shall be deemed to have approved the condition of title as shown in the Title
Commitment, Title Documents and Survey and waived its right to object. In the event
Purchaser does make such objections to title, Seller shall have the right (including without
limitation the right to use all or any part of the total purchase price for the purpose of
discharging and releasing at the Closing any objections to title), but not the obligation, to cure
or remove any such objections to title. Notwithstanding the foregoing, Seller has the absolute
obligation to payoff and cause to be released of record all liens against the Property at or
prior to the Closing, whether or not Purchaser formally objects to such liens
C. In the event Seller fails to cure or remove all of Purchaser's objections to
title within five (5) days prior to the Closing Date, then Purchaser may, as Purchaser's sole and
exclusive remedy, either (i) terminate this contract by written notice thereof to Seller prior to
the Closing Date, in which event the Escrow Deposit shall be returned to Purchaser and the
parties shall have no further or other obligations hereunder (except as provided in paragraph 4
above), or (ii) subject to the last sentence of paragraph 6(b) above, waive such objections to
title, and in such event such objections to title shall become Permitted Exceptions hereunder.
7. Leases_ Seller warrants that Exhibit B, which is attached to this Agreement and
incorporated by reference, is a complete list of all leases, tenancies, rental agreements, and
concession agreements presently encumbering the Property. Seller further warrants that:
a. No person or other legal entity has title or right to possession of the Property
or any portion of the Property as a lessee, tenant, or concessionaire of Seller, except as shown
on Exhibit B.
b. All the Leases shown on Exhibit B are now in effect. Seller is not in default
in the performance of any of these Leases, Further, no tenant, lessee, or concessionaire is
entitled to any rebate, concession, or other benefit except as set forth in the Leases referred to
in Exhibit B.
C. The rentals and other sums due or to become due under the Leases referred to
in Exhibit B have not been assigned or encumbered by Seller and will not be assigned or
encumbered by Seller before Closing.
8. Seller's Information. Within ten (10) days after the Effective Date of this Contract,
Seller shall deliver to Purchaser (or make available to Purchaser at Seller's offices) the
following (collectively, "Seller's Information"), or shall certify in writing that such
information does not otherwise exist:
3.
a. Fully executed copies of all Leases, including guaranties;
b. All architectural, structural, mechanical, and electrical "as-built" plans and
specifications for the Buildings (including the Survey), if any, in Seller's possession, together
with any copies of the building permit and Certificate of Occupancy relating to the Property in
Seller's possession;
C. All soil reports, environmental reports, and engineering reports in Seller's
possession;
d. A current rent roll including: tenant name, a list of security deposits for each
tenant under the Leases, expiration date of each lease, whether the rents are current or
delinquent, and the amounts, if any, of prepaid rents for any period subsequent to the Closing
( Rent Roll");),
e. Copies of all contracts affecting the Property (including, without limitation,
contracts relating to security, maintenance, material repairs, cleaning, etc.);
f. Reports of any capital improvements made to the Property within the last 3
years, and currently proposed;
g. All tenant files and credit information in Seller's possession;
h. Report of current and/or pending litigation in Seller's possession;
i. Inventory of personal property in Seller's possession (excluding all office
furniture which is being retained by Seller);
j. Copies of utility bills for the Property for the last 12 months in Seller's
possession;
k. Notices from governmental authorities regarding non-compliance of the
Property in Seller's possession; and
I. Copies of ADA, roof, mechanical/electrical or HVAC reports/studies in
Seller's possession.
With respect to the foregoing Seller's Information, if any terms, provisions, other matters
shown on the Seller's Information are not acceptable to Purchaser, Purchaser shall, within
fifteen (15) days following receipt of such Seller's Information, notify Seller in writing of such
fact. To the extent Purchaser does not make any such objections by giving Seller written
notice thereof within ten (10) days following the receipt of such Seller's Information,
Purchaser shall be deemed to have approved same and waived its right to object. In the event
Purchaser does make any such objections, Seller shall have the right (including without
limitation the right to use all or any part of the total purchase price for the purpose of
discharging and releasing at the Closing any objections), but not the obligation, to cure or
remove any such objections.
4.
9. Covenants of Seller. Seller covenants and agrees with Purchaser as follows:
a. After the Effective Date and until the Closing Date, Seller will cause the
Property to be maintained and operated in a manner comparable to its existing operation.
b. After the Effective Date, Seller will not extend, renew or amend any Leases
without the prior written approval of Purchaser.
C. After the Effective Date, Seller will not, without the prior written consent of
Purchaser, enter into any service, maintenance, or management agreement with respect to the
Property which is not terminable on or before the Closing or upon thirty (30) days' prior notice
after Closing. Any such agreements which are entered into by Seller that are not approved or
deemed to be approved by Purchaser shall not be a liability of Purchaser or the Property after
the Closing.
d. From and after the Effective Date, Seller will continue to cause the Property
to be covered by fire and extended coverage casualty insurance in an amount of not less than
ONE MILLION AND NO/100 DOLLARS ($1,000,000.00).
e. After the Effective Date, Seller will not, without the prior written consent of
Purchaser, consent to any assignment, sublease, mortgage, or other encumbrance by any tenant
of its interest in its Tenant Lease, except if the terms of the Tenant Lease require Seller to give
such consent.
f. From and after the Effective Date, Seller shall not, without the prior written
consent of Purchaser, further assign, transfer, make subject to any lien or encumbrance, or
hypothecate any rents or the right of Seller to any rents due or to become due under the Leases,
or any other-rights of Seller- under the Leases.
10. Seller's Representations and Warranties. Seller hereby represents and warrants to
Purchaser the following, except as disclosed to the contrary to Purchaser in writing (including
as part of the Seller Information):
a. The Leases delivered to Purchaser are true, correct, and complete copies
thereof.
b. Seller has received no written notice that the location, construction,
occupancy, operation and use of the Property (including any improvements and equipment
forming any part thereof) violate any applicable law, statute, ordinance, rule, regulation, order,
or determination of any governmental authority.
C. The Property and Seller are not, to Seller's current actual knowledge,
currently subject to any existing, pending, or threatened investigation or inquiry by any
governmental authority or to any remedial obligations under any law pertaining to the
environment.
5.
d. Except for the tenants under Leases, there are no parties in possession of any
portion of the Property as lessees, tenants at sufferance, or trespassers.
e. There are no attachments, executions, assignments for the benefit of
creditors, receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief laws contemplated or pending against Seller
or the Property.
f. At the Closing, Seller agrees to execute an affidavit that there are no unpaid
bills for labor or materials furnished to Seller in connection with the Property that would cause
a mechanic's or materialmen's lien to be filed on the Property.
g. There is no right of first refusal, option to purchase, purchase contract or
other prior right of any party to purchase any portion of the Property.
h. To Seller's knowledge, (i) no portion of the Property contains any building
materials containing or manufactured from asbestos; (ii) no prior owner and no prior or current
occupant improperly used, treated, stored or disposed of such Hazardous Materials in, under or
upon the Property; (iii) the Property and the use and operation of the Property are not in
violation of any Environmental Laws (as defined below); (iv) the Property has never been used
as a sanitary landfill or dump or for the disposal, use, storage or generation of Hazardous
Materials; (v) no Hazardous Materials have ever been deposited or located in, under or upon
the Property, or any portion thereof, (vi) and no underground storage tank or tanks are located
on or under the Property. In addition, Seller has not improperly used, treated, stored or disposed
of, Hazardous Materials (as hereinafter defined) in, under or upon the Property (above or below
ground), or any portion thereof. For purposes of this Agreement, "Hazardous Material" means
and includes waste, pollutants or hazardous or toxic substances, including, without limitation,
asbestos, polychlorinated biphenyl compounds, petroleum products and by-products, pesticides,
and all materials or substances of any kind which are defined as hazardous substances' or
"toxic substances" in (or for purposes of) the Comprehensive Environmental Response,
Compensation, and Liability Act, The Resources Conservation and Recovery Act, the Toxic
Substances Control ct of 1976, Clean Water Act, Clean Air Act, any so-called "Superfund" or
"Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule,
regulation, order or decree regulating, relating to, or imposing liability or standards of conduct
concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any
time hereafter in effect (collectively called the"Environmental Laws").
i. To Seller's knowledge, with no duty of further inquiry, all building systems,
including, without limitation, HVAC system, roofing system, other mechanical systems,
security/building access system, electrical system, and plumbing system are in good working
order and Seller has no knowledge of any other defects in the Property.
J_ To Seller's knowledge, with no duty of further inquiry, Seller has received
no written notice, including, without limitation, complaints from tenants of the Property, of any
failure of the Property to drain properly during periods of normal rainfall, and Seller has no
knowledge of any such condition.
6.
In the event Purchaser has current actual knowledge as of the Closing Date of any
breach of the foregoing representations and warranties or any of Seller's covenants under
Paragraph 8 above and Purchaser proceeds to close the transaction contemplated hereunder,
then Purchaser shall be deemed to have waived and forever released Seller from any and all
claims arising out of such breach. The foregoing representations and warranties shall be
deemed repeated by Seller at the Closing Date, and such representations and warranties and
Seller's covenants under Paragraph 8 above shall survive the Closing for a period of six (6)
months. To the extent Purchaser shall fail to assert a claim under the foregoing representations
and warranties and Seller's covenants under Paragraph 8 above within six months following the
Closing Date, then such claim shall be deemed to be waived and forever released by Purchaser.
11. Closing; Closing Documents.
a. Possession and Closing. Possession of the Property shall be delivered by
Seller to Purchaser at the Closing, subject to the Leases and Permitted Exceptions. The Closing
shall take place at the offices of the Title Company on or before February 29th, 2008, or such
time, date and place as Purchaser and Seller may agree, or within ten days after the
completion of any title curative issues as set out herein. Time is of the essence with respect to
the Closing Date and the delivery at the Closing of the Purchase Price.
b. Seller's Closing Documents. At the Closing Seller shall deliver or cause to be
delivered to Purchaser each of the following:
(i) Deed of Conveyance. A duly executed and acknowledged special
warranty deed, in the proper form for recording, containing a description of the Land and
conveying title to the Land and Buildings to Purchaser, free and clear of any and all liens,
reservations, restrictions, easements, security agreements, pledges and other encumbrances,
except the Permitted Exceptions, to which this sale and the conveyance of the Property shall be
made and accepted subject.
(ii) Bill of Sale. A bill of sale and assignment of the personal property
(but expressly excluding any office furniture located in the Buildings and owned by Seller),
Leases, and other property of Seller which Seller agrees herein to assign to Purchaser.
Purchaser agrees, and the bill of sale and assignment shall provide, that Purchaser shall assume
all of Seller's obligations under the Leases and under contracts pertaining to services provided
to the Property after the date of the Closing, subject to the provisions of Section 9(c), above.
(iii) Letter to Tenants. A letter from Seller to all tenants advising them of
the sale of the Property and that all future rents are to be paid to Purchaser, and that all security
deposits and lease obligations have been assumed by the Purchaser and that the Purchaser is
responsible for their refund. Purchaser covenants and agrees to countersign and deliver copies
of the letters to each tenant, or Seller may, at its option, elect to do so.
(iv) Owner Policy of Title Insurance. The Owner Policy of Title Insurance
(as described in paragraph 6.a above) containing only the Pennitted Exceptions.
(v) Other Documents and Items. Any other documents and items
required by this Contract to be delivered by Seller at the Closing, including, without limitation,
7.
all plans, drawings, specifications, architectural documents, building permits, certificates of
occupancy, governmental licenses for improvements, properly identified keys, codes, operating
manuals and other such items pertaining to the Property in the possession of Seller or Seller's
property manager.
(vi) Leases and Assignments. The original (to the extent available) of all
Leases, and service contracts (which are assumed by Purchaser) which Seller or its agents have
entered into in connection with the occupancy or operation of the Property which are being
conveyed to Purchaser. In addition, Seller shall deliver to Purchaser a written assignment, in a
form to be approved by Purchaser's attorney, executed and acknowledged by Seller, assigning
to Purchaser all of Seller's rights and title in the Leases.
C. Purchaser's Closing Documents. At the Closing Purchaser, at Purchaser's
expense, shall deliver to Seller the following:
(i) Payment of Purchase Price. The Purchase Price, less the Escrow
Deposit, in the form required in paragraph 3.b. above.
(ii) Other Documents. Any other documents or instruments required by
this Contract to be delivered by Purchaser at the Closing.
d. Estoppel Certificates. Seller shall obtain and deliver to Purchaser, on or
before five (5) business days prior to Closing, estoppel certificates from all tenants occupying
the rentable square footage of the Buildings in the form attached hereto as Exhibit C (subject to
reasonably requested revisions by any tenant), (collectively the "Tenant Estoppel Certificates").
Seller shall deliver any Tenant Estoppel Certificates received from Tenants to Purchaser
promptly upon Seller's receipt.
12. Adiustments at Closing. The following prorations and adjustillents shall be made at
the Closing and, as the case may be, deducted from or added to the amount Purchaser is
required to pay at the Closing under paragraph 3.b. above:
a. Rents. Purchaser shall receive credit for the pro rata amount of any rents
paid to the Seller by tenants of the Property for periods subsequent to the Closing Date. The
Seller shall not receive credit for the amount of any uncollected rents which are owing to the
Seller by tenants of the Property for periods prior to the Closing Date, but the Purchaser shall
use reasonable efforts (but Purchaser shall not be obligated to institute litigation against any
tenants) to collect those rents from tenants, for the account of the Seller, and promptly remit
any amounts collected to Seller. Seller waives the right to sue any tenants for past due amounts
owed to Seller after the Closing. Rents collected by the Purchaser after the Closing shall be
applied first to the payment of rents owed by the tenant making the payment for periods after
the Closing.
b. Taxes Ad valorem taxes for the year of Closing shall be prorated at the
Closing Date and shall be adjusted in cash at the closing. If the tax rate has not been fixed for
that 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.
8.
C. Security Deposits. Seller, at Seller's option, shall either deliver to Purchaser
at the Closing all refundable security and similar tenant deposits that are then held by Seller, or
an amount equal to those deposits shall be credited against the purchase price for the Property.
d. Utilities and Deposits. Water, gas, electricity, and telephone bills for the
Property which are not the direct responsibility of tenants shall be prorated as of the Closing
Date, and Purchaser assumes the obligation to pay all utility bills that are prorated at the
Closing, or that are for services provided after the Closing. Seller and Purchaser agree that in
any instance where the exact amount of a proratable utility bill is not known or cannot be
reasonably ascertained at Closing, the proration will be made on the basis of the best
information then available, and when exact figures are available appropriate adjustments in the
proration will be made. All deposits for utilities or for their purposes that belong to Seller shall
either be purchased by Purchaser and paid for at the Closing or be refunded to Seller, in which
latter event Purchaser shall be solely responsible for any deposits required by utility companies
for the Property.
e. Title Insurance and Other Closing_Expenses. Except as is otherwise
provided herein, Purchaser shall pay all customary closing expenses and the title policy
premium, and each party shall be responsible for the payment of its own attorney's fees.
13. Remedies Upon Default. Subject to the additional remedial provisions of set forth
elsewhere in this Agreement, if Seller fails to complete this sale in accordance with the terms
and provisions of this Contract for any reason except Purchaser's default, Purchaser shall have,
as Purchaser's only remedies against Seller, the option of (a) terminating this Contract by
giving written notice to Seller at or prior to the Closing, whereupon the Escrow Deposit shall
be returned to Purchaser by the Title Company, and Purchaser and Seller shall have no other or
further liability or obligation to each other, or (b) enforcing specific performance of the
Contract. If Purchaser fails to complete this sale in accordance with the terms and provisions
of this Contract for any reason except Seller's default, Seller shall have, as Seller's only remedy
against Purchaser, the option of terminating this Contract by giving notice to Purchaser and to
the Title Company, whereupon the Escrow Deposit shall immediately be paid to Seller as
consideration for the right given to Purchaser in this Contract to purchase the Property (it being
agreed that it would be extremely difficult, if not impossible, to calculate the actual damages to
Seller), after which Purchaser and Seller shall have no other or further liability or obligation to
each other hereunder, and this Contract shall be deemed to have been tenninated on the date
Seller notifies Purchaser of Seller's election of this right to terminate this Contract.
14. Casualty. In the event that the Building is damaged by fire or other casualty prior
to the Closing, Seller shall notify Purchaser and Purchaser shall have the option either (a) to
terminate this Contract by notice given to Seller within ten (10) days after Seller gives the
notice of the casualty to Purchaser (but only if the right to terminate exists hereunder), or (b) to
close the transaction contemplated by this Contract by paying Seller the entire Purchase Price
for the Property, without compromise thereof, and receiving all of Seller's rights with respect to
recovery for the damage caused by the fire or casualty under Seller's existing insurance
policies, together with an amount equal to any applicable deductible directly from Seller, as
applicable.
9.
15. Notices. Any notices required or permitted to be given under this Contract shall be
in writing and shall be deemed to be given (a) when actually received by that person, or (b)
three (3) days after being deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at
the address indicated herein, or to a different address as previously given in a notice to the other
party. A copy of any notice given to Seller shall be given at the same time and in the same
manner as the notice to Seller to:
Barron & Adler, L.L.P.
Attn: Steve Adler
808 Nueces Street
Austin, Texas 78701
512/478-4995
A copy of any notice given to Purchaser shall be given at the same time and in the same
manner as the notice to Purchaser to:
Sheets & Crossfield, P.C.
Attn: Steve Sheets
309 East Main Street
Round Rock, Texas 78664
512/255-8877
16. Title Company as Escrow Agent. The parties hereto by their execution hereof
hereby appoint the Title Company to act as escrow agent in retaining any closing documents
and deposits of funds in accordance with the terms of this Contract. In handling any escrowed
funds, the Title Company shall be governed by the terms contained herein and shall not be
responsible for the validity, sufficiency or enforceability of any of the terms of this Contract.
The Title Company shall not be charged with any notice, fact oi- information not specifically set
forth herein. The Title Company shall be entitled to rely on any written notice, demand or
document which in good faith is believed to be genuine, and it shall not be required to inquire
as to identity, authority or rights of the undersigned. The Title Company shall not be liable for
any act or omission by or on behalf of the Title Company with respect to this Contract, except
in cases of gross negligence or willful misconduct, provided, however, the Title Company shall
be liable for the funds actually deposited in its possession. The Title Company shall not be
authorized to apply any escrowed funds to any indebtedness of any party hereto or withhold the
disbursement of such funds for reasons except as provided in this Contract.
17. Miscellaneous.
a. Complete Agreement; Headings; Waiver. This Contract contains the
complete agreement of the parties and cannot be amended or modified except by written
agreement signed by Seller and Purchaser. The paragraph headings herein are for reference
purposes only and are not intended in any way to describe, interpret, define or limit the scope,
content or extent of this Contract or any part of it. If any portion of this Contract is held by a
court of proper jurisdiction to be invalid or inoperative, then so far as is reasonable and possible
the remainder of the Contract shall be deemed valid and operative, and effect shall be given to
the intent manifested by the portion held invalid or inoperative. The failure by either party to
10.
enforce against the other any tern or provisions of this Contract shall not be deemed to be a
waiver of that party's right to enforce against the other party the same or any other term or
provision. The terms and provisions of this Contract shall not merge with, or be extinguished or
otherwise affected by, any subsequent conveyance or instrument between the parties, unless the
instrument specifically so states and is signed by both parties.
b. Governing Law. This Contract and the obligations under this Contract shall
be construed in accordance with, governed by, and shall be subject to, the laws of the State of
Texas, and venue for any disputes hereunder shall be Williamson County, Texas.
C. Execution in Counterparts. The Contract can be executed in counterparts,
each of which shall be an original and, upon the delivery to the Title Company of one or more
of the contracts signed by all parties, together will constitute a fully executed and binding
contract. As soon as possible, the parties agree to exchange contracts so that each party will
have a fully executed contract.
d. Effective Date of Contract. For purposes of this Contract it is agreed that the
effective date of this Contract shall be the date on which a fully executed copy of this Contract,
signed by both Seller and Purchaser, is deposited with the Title Company along with the Initial
Escrow Deposit provided for herein (the "Effective Date"). The Initial Escrow Deposit receipt
issued by the Title Company shall be conclusive evidence of the Effective Date.
e. Construction of Agreement. Seller and Purchaser acknowledge each to the
other that both they and their counsel have reviewed and revised this Contract and that the
non-nal rule of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Contract or any amendments or
exhibits to it.
f. Business Days. If any deadline, date or tune for performance of any
obligation hereunder falls on a Saturday, Sunday, legal holiday or day in which banks in
Williamson County, Texas are closed for the normal conduct of business, then such deadline,
date or time for performance shall be automatically extended to the first day which is not a
Saturday, Sunday, legal holiday or day when banks in Williamson County, Texas are closed for
the non-nal conduct of business.
SELLER:
Christian Noel Marsh
Address:
Date signed by Seller:
, 2008
11.
PURCHASER:
City of Round Rock, Texas
By:
Nyle Maxwell
Mayor
Address: 221 E. Main St.
Round Rock, Texas 78664
Date signed by Purchaser:
, 2008
Receipt for Contract and Earnest Money
I hereby acknowledge that I have received this Contract and Earnest Money in the amount of
$25,000 this day of , 2008, (the "Effective Date").
Texas American Title Company
by:
Escrow Agent
Exhibits:
Exhibit A - Description of the Land
Exhibit B —List of Leases
Exhibit C —Form of Tenant Estoppel Certificate
12.
WILLIAMSON COUNTY, TEXAS Page 1 of 4
WILEY HARRIS SURVEY, ABSTRACT NO. 298
0.278 ACRES (12,150 SQUARE FEET)
BOUNDARY DESCRIPTION
DESCRIPTION OF A 0.279 ACRE (12,150 SQUARE FOOT), TRACT OF LAND SITUATED IN
THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS,
BEING ALL OF LOTS SEVENTEEN (17), EIGHTEEN (18) AND NINETEEN (19). BLOCK "10"
CITY OF ROUND ROCK, ACCORDING TO THE PLAT THEREOF RECORDED IN CABINET
A, SLIDES 190-191 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS,
TOGETHER WITH THE NORTHERLY ONE-HALF (10 FEET) OF THE ADJACENT ALLEY
VACATED BY THE CITY OF ROUND ROCK CITY COUNCIL IN ORDINANCE NO. 2307,
DATED NOVEMBER 12, 1987 AND RECORDED IN VOLUME 2077, PAGE 2986 OF THE
OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 0.279 ACRE (12,150
SQUARE FOOT), TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS AS FOLLOWS:
BEGINNING FOR REFERENCE at a found 1/2" iron rod at the intersection of the existing
westerly right-of-way line of Lampasas Street (80 foot right-of-way width), and the existing
northerly right-of-way line of Bagdad Avenue (80 foot right-of-way width), being the
southeasterly corner of Lot 1, Block"9" of said City of Round Rock;
THENCE, departing said Block "9", crossing said existing right-of-way of Lampasas Street, and
continuing with said existing northerly right-of-way line of Bagdad Avenue and the southerly
boundary line of said Block "10", N 70°37'46" E for a distance of 350.16 feet to a calculated
point at the intersection of said existing northerly right-of-way line of Bagdad Avenue with the
existing westerly right-of-way line of Sheppard Street (80 foot right-of-way width), being the
southeasterly corner of Lot 1, Block "10" of said City of Round Rock;
THENCE, departing said existing northerly right-of-way line of Bagdad Avenue, with in part, the
easterly boundary line of said Lot 1, Block "10", and in part, the easterly boundary line of said
vacated alley, same being said existing westerly right-of-way line of Sheppard Street,
N 19°20'21" W, passing at a distance of 134.66 feet, a found P.K. nail in brick, and continuing
for a total distance of 135.00 feet to a set P.K. nail in brick in the centerline of said vacated alley,
being the southeasterly corner and POINT OF BEGINNING of the herein described tract;
1) THENCE, departing said existing westerly right-of-way line of Sheppard Street, with the
centerline of said vacated alley, S 70037'46" W for a distance of 90.00 feet to a set P.K.
nail in brick, being the southwesterly corner of the herein described tract;
2) THENCE, through the interior of said vacated alley, passing at a distance of 10.00 feet,
the calculated southwesterly corner of said Lot 17, same being the southeasterly corner
of Lot 16 of said Block "10", and continuing with the common boundary line of said Lot
17 and said Lot 16, N 19°20'21" W for a distance of 135.00 feet to a set P.K. nail in
concrete in the existing southerly right-of-way line of Main Street (100 foot right-of-way
width), being the northwesterly corner of said Lot 17 and the northeasterly corner of said
Lot 16, and being the northwesterly corner of the herein described tract;
Page 2 of 4
3) THENCE, with the northerly boundary line of said Lots 17, 18 and 19, same being said
existing southerly right-of-way line of Main Street, N 70°37'46" E for a distance of 90.00
feet to a calculated point at a building corner, being the northeasterly corner of said Lot
19 and the northeasterly corner of the herein described tract;
4) THENCE, with in part, the easterly boundary line of said Lot 19, and in part, the easterly
boundary line of said vacated alley, S 19°20'21" E, passing at a distance of 125.00 feet
the calculated southeast corner of said Lot 19, and continuing for a total distance of
135.00 feet to the POINT OF BEGINNING, containing 0.279 acres (12,150 square feet)
of land, more or less.
This property description is accompanied by a separate parcel plat.
All bearings recited herein are based on the Texas State Plane Coordinate System, Central
Zone No. 4203, NAD 83.
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
That 1, Travis Horn, a Registered Professional Land Surveyor, do hereby certify that the above
description is true and correct to the best of my knowledge and belief and that the property
described herein was determined by a survey made on the ground under my direction and
supervision.
WITNESS MY HAND AND SEAL at Round Rock, Williamson County, Texas.
Travis Horn Date
Registered Professional Land Surveyor No. 5705
Inland Geodetics, L.P.
1504 Chisholm Trail Road Suite 103 5 F!
Round Rock, TX 78681
o)
TRAVIS HORN
�Hp��ORN�g
nosoRA Io00
oeeotleGovoe0000i7000c00000cIDeoeIDoo
Y/s°° fie ss\
LEGAL DESCRIPTION: 0.279 ACRES (12,150 SQUARE FEET) OF LAND MORE OR LESS, BEING ALL OF LOTS SEVENTEEN
(17), EIGHTEEN (18), AND NINETEEN (19), BLOCK "10", CITY OF ROUND ROCK, A SUBDIVISION
IN WILLIAMSON COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN CABINET A,
SLIDES 190-191 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS, TOGETHER WITH THE
NORTHERLY ONE—HALF (10 FEET) OF THE ADJACENT ALLEY VACATED BY THE ROUND ROCK CITY
COUNCIL IN ORDINANCE NO. 2307, DATED NOVEMBER 12, 1987, AND RECORDED IN VOLUME 2077,
PAGE 296 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS
REFERENCE: THE CITY OF ROUND ROCK, TEXAS.
CONC.CURB MAIN STREET (100' R.O.W.)
CONC.CU ESTOP SIGN
A,pPLANTER I �1,
m ti O PLANTERS
✓A,P� �.
PLANTER
'Y
3 P KING SP CES CONC.a "'+(BRICK
i
c ? ?LANTE ( 1
x
PLANTER f
PLANTE CONC. v
BRICK BRICK I
N 7 37'4 E 0.00 BRICK CONC CONC.STEPS C
(s0.00.) �-0
TREE WELL CONC BLOC.CORNER IS FIPLAN7ER
I TYPI..AL} • BLDG.CORNER ON (PROPERTY CORNER
6.4' PROPERTY LINE I C,/? 15 0 15 30
P.279 ACRES] f
12,150 SQUARE FEET SCALE 1. 30'
CONC.
IIILEY EHARRIS STRVEY a
CITY OF ROUND R CK o AB.ST�ACT N0. fP98 I b
LOTS B-16,BLOC 10" 40 y LEGEND
VOL.782,PG.9�2 Q CH ISTIAN NOEL M RSH y
I z LATS 17-19,BLOCK 10' m
O.R.W.C.T. a N O n m (�y 1/2'IRON ROD FOUND
I U OL.2242,PG.3�1 - N A P.K.NAIL FOUND
O.R.W.C.T. z �] ® P.K.NAIL SET
15 16 3 N m • LIGHT PEDESTAL
a o 1 7 ! 18 19 0 ' WATER VALE
p >•�7 1, v ^ 0 WATER METER
a _i BLOCK I Q m n Cb 12'X 12'DROP INLET
• 1 ~ 'Z � FIRE HYDRANT
I C W v
/z 231 BAST MAIN ST EFT , HANDICAPPED PARKING
2-STORY I O Q PROPERTY LINE
Z TONE a MASON)Y O.R.W.C.T. DEED RECORDS
CITY OF RO+D ROCK OFFICE BUILDING �� WILLIAMSON COUNTY.TEXAS
CAB. A, SLD.190-191 6.4 O.R.W.C.T. OFFICIAL RECORDS
,,,�....IIII I BLDG.CORNER ON WILLIAMSON COUNTY.TEXAS
P_R.W.I.T. PROPERTY LINE O.P.R.W.C.T. OFFICIAL PUBLIC RECORDS
f WILLIAMSON COUNTY.TEXAS
BRICK CONC. P.R.W.C.T, PLAT RECORDS
ROCK Q£T WALL\ ONC I I m ( WILLIAMSON COUNTY,TEXAS
(10.00') '— �I STONE PLANTER
(30.00')
VACATED ALLEY PLANTER =
CITY ORDINANCE NP:2307 OcoNc. 4.4c
' 190.00') i 1 CONC.4.4 1 o
v0t-2077PG.296.O.R.W.C.T. S 7p 3T,46,W f 9Q 001Ic
CONC -qCONC._ \J CONC. /.(y
BLOCK "1 0'" 3 �� BRIC7' FLAGPOLE CONC.STEPS
5 I i CITY O�ROUND ROCKI 3
6 4
LOTS I,-5,BLOCK'10" 1 _a-0 POINT OF BEGINNING
0
VOL.11289,PG.913 Nh 0.34'
SOUTHEAST CORNER OF 1 O.R.W.C.T. �)M'2
LOT 1.BLOCK'9' \\ POINT OF REFERENCE z
CITY OF ROUND ROCK
CAB.A.SLO 190-191 N 70°37'46"E 350.16'
P.R.W.C.T.
(350.00')
NOTES: BAGDAD AVENUE (100" R.O.W.)
1)THE EASEMENTS SHOWN OR NOTED AND ADDRESSED ON THIS SURVEY ARE THOSE LISTED ON SCHEDULE B OF THE TITLE COMMITMENT ISSUED BY TITLE
RESOURCES GUARANTY COMPANY,GF NO.9691-07-1072.EFFECTIVE DATE:SEPTEMBER 21.2007,
2)EASEMENTS ARE RESERVED FOR ANY AND ALL EXISTING UTILITIES WITH THE RIGHT OF INGRESS AND EGRESS THEREON FOR OPERATING.ENLARGING,
REPAIRING,MAINTAINING.REBUILDING,REPLACING,RELOCATING AND REMOVING ANY EXISTING PUBLIC UTILITIES,AND THERE IS ALSO RESERVED THE RIGHT OF
PEDISTRIAN ACCESS TO THOSE PORTIONS OF THE ABANDONED ALLEY WHICH ARE FREE FROM BUILDINGS OR STRUCTUTES AT THE DATE OF THAT CERTAIN
ORDINANCE NO.2307 BY THE CITY OF ROUND ROCK TO ABANDON ALLEY DATED NOVEMBER 12,1987 AND RECORDED IN VOLUME 2077,PAGE 296 OF THE
OFFICIAL RECORDS OF WILLIAMSON COUNTY,TEXAS.
3)THIS TRACT IS SUBJECT TO ALL TERMS,CONDITIONS AND PROVISIONS OF THAT CERTAIN LEASE AGREEMENT DATED JUNE 10,1992.BY AND BETWEEN THE
MAIN STREET TRUST,AS LANDLORD,AND HALBERT AND PERRIN.P.C..AS TENANT WHICH IS EVIDENCED AND AFFECTED BY THAT CERTAIN ASSIGNMENT OF
LEASE AGREEMENT RECORDED IN VOLUME 2242,PAGE 374 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY,TEXAS.
16)THIS TRACT LIES WHOLLY WITH ZONE X.WHITE(AREAS DETERMINED TO BE OUTSIDE THE 500 YEAR FLOOD PLAIN).AS DERIVED FROM THE FEDERAL
EMERGENCY MANAGEMENT AGENCY FLOOD INSURANCE RATE MAP NUMBER 48491C0330D FOR WILLIAMSON COUNTY,TEXAS,EFFECTIVE DATE:JANUARY 3.
1997.
17)ALL BEARINGS SHOWN HEREON ARE BASED ON GRID BEARINGS.ALL DISTANCES ARE SURFACE DISTANCES.COORDINATES ARE SURFACE VALUES BASED ON
THE TEXAS STATE PLANE COORDINATE SYSTEM,NAD 83.CENTRAL ZONE USING A COMBINED SURFACE ADJUSTMENT FACTOR OF 1.00011.
STATE OF rEXAS
TO THE OWNERS OF THE PROPERTY SURVEYED p
COUNTY OF WlLLIAMSON �.+
The undersigned does hereby certify that this plot is true and correct to the best of my knowledge and belief
y l..».�.P�....,...:.«....� .�
and that the propertshown hereon was determined by a survey made on the ground under my direction and TRAVIS HORN
supervision, and that there are no discrepancies, conflicts, or shortage in area, and that said property appears .........
to have access to and from a dedicated roadway. P P y pP qO JrIOJ r;Q
9 FE35�0.�°j0
USE OF 77-1/5 SURVEY FOR ANY OTHER PURPOSE OR BY OTHER PARTIES 2� usUF�V�
SHALL BE AT THEIR RISK AND UNDERSIGNED/S NOT RESPONSIBLE TO
OTHERS FOR ANY LOSS RESUL77NG THEREFROM.
WITNESS MY HAND AND SEAL of Round Rock, Williamson County, Texas. PAGE 4 OF 5
INLANE7
GEODETICS L P
PROFESSIONAL LAND SURVEYORS
Travis Horn 1504 CHISHOLM TRAIL RD. STE.103
Registered Professional Land Surveyor No. 5705 Dote ROUND ROCK,TX.78681
P14.(512)238-1200,FAX(5 12)238-1251
EXHIBIT B
List of Leases
Tenant Security Deposit Leasst Expiration Date
Edge Technologies None 02/15/2009
The Heidi Group None 12/31/2007
The Arrow Project None 03/31/2008
Stampede Technologies None 03/17/2008
Sparks Engineering None 06/30/2008
Combined Insurance $11777.75 12/31/2008
Divine & Service, Ltd. $6,264.00 04/30/2008
14.
EXHIBIT C
Form of Tenant Estoppel Certificate
, 2008
Re: Office Lease at 231 East Main Street, Round Rock, Texas
Gentlemen:
The purpose of this certificate is to confirm the current status of matters relating to the
Lease described below. It is for the benefit of the owner or prospective purchaser or mortgagee
of the Building in which the Leased Premises are located.
1. The undersigned is the Lessee or Tenant under a lease agreement between
, as Lessor(together with the successors in interest of said Lessor in and to the
Building, "Landlord"), and , as Tenant, dated , covering the premises
consisting of approximately square feet of space (the "Leased Premises") in the building
located at 231 East Main Street, in Round Rock, Texas (the "Building''). A copy of the fully
executed lease agreement and all amendments or modifications thereto, if any(collectively, the
"Lease"), are attached hereto. There are no other modifications or amendments to the Lease.
2. There are no unfulfilled written or oral promises, representations or warranties by
the Landlord.
3. There are no subleases of the Leased Premises or any portion thereof.
4. The Lease is in good standing and in full force and effect. Landlord is not in
default under the Lease. Tenant agrees to give notice of any Landlord default to any purchaser or
lender making written request to Tenant for the same.
5. Except for rents (if any) which may be due under the Lease for the current month,
there are no rents or other charges which have been prepaid to Landlord under the Lease other
than the following:
6. The amount of security deposit currently posted by Tenant with Landlord is
$ in the form of" cash, or ( ) an irrevocable, unconditional letter of
credit issued by in favor of , as Landlord, which is still valid.
7. Tenant acknowledges that the space being leased consists of rentable
square feet, that the improvements to be constructed by Landlord, if any, in the Leased Premises
have been satisfactorily completed, that the Leased Premises have been accepted by Tenant, that
K:\inarshnoelcityofroundrock\O\Fonn of Tenant Estoppel Certificate(00126767).DOC
Tenant now occupies the Leased Premises, and that the commencement date for the term of the
Lease was
8. There are no rentals or other charges under the Lease which are due and unpaid.
Rentals are fully paid (if required by the Lease) through the last day of the month in which this
Estoppel Certificate has been executed.
9. Tenant has no known offsets or credits against rentals or other charges under the
Lease except as expressly provided by the terms of the Lease. Tenant has no known right of
recession of the Lease or any defense to Tenant's future obligations to pay the specified rentals
and other charges under the Lease at the times and in accordance with the Lease terms. Tenant
has not received any concession (rental or otherwise) or similar compensation not expressed in
the Lease.
10. Tenant has no options or rights of refusal regarding (i) the purchase of the
Building or(ii) the leasing of the Leased Premises or additional space in the Building, or a right
of early termination other than as set out in the Lease.
11. Tenant acknowledges that this Estoppel Certificate and the statements therein may
be conclusively relied upon by Landlord and by any prospective purchaser or lien holder of the
Leased Premises.
12. This agreement shall be binding upon and shall inure to the benefit of the
Landlord, any present or future mortgagee, any prospective purchaser or master Lessee of the
Building, and their successors and assigns.
EXECUTED this day of 12008.
Very truly yours,
"TENANT"
By:
Name:
Title:
DATE: February 7, 2008
SUBJECT: City Council Meeting - February 14, 2008
ITEM: 9C5. Consider a resolution authorizing the Mayor to execute a Contract for
sale with Christian Noel Marsh for the purchase of the office building
located at 231 East Main Street.
Deuartment: Administration
Staff Person: Steve Sheets, City Attorney
Justification:
Purchase of office building for administrative expansion.
Funding:
Cost: $3,050,000.00
Source of funds: 2002 GO Bonds - 3rd Issue
Outside Resources: Sheets & Crossfield, P.C.
Background Information:
The proposed contact is for purchase of the office building at 231 East Main Street for
expansion of city administrative offices. The original appraised value estimate for the
building was $2.8M. The landowner had an original demand of $3.5M, and now a
negotiated purchase price of $3.05M is being presented to the Council for consideration.
Public Comment: N/A
C 0
CONTRACT FOR SALE OF Py
231 East Main Street
Round Rock, Texas
CHRISTIAN NOEL MARSH ("Seller"), and the CITY OF ROUND ROCK, TEXAS
("Purchaser"), agree as follows:
1. Agreement for Sale of the Property. Subject to the terms and conditions of this
Contract, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase the
following described property located in Williamson County, Texas (collectively referred to as
the "Property"):
a. Land. A tract of land more specifically described by metes and bounds in
Exhibit A, which is attached hereto and incorporated herein by reference (the "Land");
b. Buildings. All improvements and fixtures owned by Seller and located on the
Land, and also known as the Main Street Plaza office building (the "Building"), provided,
however, that any office furniture owned by Seller shall be expressly excluded from any sale
and conveyance;
C. Other Property.
(i) Seller's right, if any, to use the name "Main Street Plaza;"
(ii) The interest of the lessor or landlord under all leases, tenancies,
rental, use, occupancy, and concession agreements covering space on the
Land or in the Buildings (hereinafter called the "Leases"), together with all
prepaid rents, security deposits, utility deposits, and other deposits made by
the tenants under the Leases;
(iii) All of Seller's interest in the following to the extent they relate to the
ownership, use, leasing, maintenance, service, or operation of the Land or
Buildings: (i) contracts or agreements such as maintenance, service, or utility
contracts, (ii) warranties, guaranties, indemnities and claims, (iii)
development rights, utility capacity, governmental approvals, licenses and
permits, and (iv) plans, drawings, specifications, surveys, engineering reports
and environmental reports; and
(iv) All and singular the rights and appurtenances pertaining to any of the
foregoing, including without limitation, the right of the Seller, if any, in and
to adjacent streets, alleys, easements, rights-of-way and rights of ingress and
egress thereto.
2. Purchase Price. The total purchase price for the Property is THREE MILLION
AND FIFTY THOUSAND AND 00/100 Dollars ($3,050,00.00) (the "Purchase Price").
3. Payment of Purchase Price. The total purchase price for the Property shall be paid
by Purchaser to Seller in the following manner:
a. Escrow Deposit. Within ten (10) business days after Purchaser's and Seller's
execution of this Contract (and as a condition precedent to the effectiveness of this Contract),
the cash amount of Twenty Five Thousand and No/100 Dollars ($25,000.00) (the "Escrow
Deposit") shall be deposited by Purchaser with Texas American Title Company, at its office at
715 Discovery Blvd., Suite 205, Cedar Park, Texas 78613, Attn: Julia Bechara (the "Title
CompanX"). The Title Company shall deposit the Escrow Deposit in one or more interest
bearing accounts with a bank or other financial institution reasonably acceptable to Purchaser
and Seller. Interest earned on the Escrow Deposit shall be deemed a portion of the Escrow
Deposit. The Escrow Deposit shall be paid to Seller at the Closing (as defined herein) as a part
of the payment of the Purchase Price or, if the Closing does not occur, shall be otherwise
disbursed in accordance with this Contract.
b. Remainder of Purchase Price Due at Closing. Subject to the adjustments
under paragraph 11 of this Contract, the balance of the Purchase Price shall be paid to Seller in
good funds at the Closing by cashier's check or wired funds, which, in either case, will allow
the Title Company to disburse those funds to Seller at the Closing.
4. Agreement to Continue Operations. Seller agrees that until Closing and delivery
of possession of the Property to Purchaser as provided in this Agreement, Seller will:
a. Perform all obligations arising out of the Leases described herein;
b. Maintain the Property in good repair and in the same condition, reasonable
wear and tear excepted, as it was at the time the Purchaser inspected it on June 27, 2007; and
C. Continue to operate and manage the Property in a reasonable, diligent and
prudent manner.
However, Seller will not enter into any additional leases or agreements pertaining to the
Property before the Closing without Purchaser's prior consent in writing.
5. Survey. Purchaser has obtained a current as-built survey of the property and
Seller acknowledges that this has been made available to Seller.
6. Owner Policy of Title Insurance; Title Commitment; Title Review.
a. Seller, at Purchaser's expense, shall furnish to Purchaser at the Closing, or
within a reasonable time thereafter, an Owner Policy of Title Insurance (without endorsements)
(the "Owner Title Policy") (on a form prescribed by the Texas Department of Insurance) issued
through the Title Company, insuring title to the Land and Buildings in Purchaser in the full
amount of the Purchase Price, and containing only the Permitted Exceptions (as defined
below). Purchaser may, at its expense, obtain any available endorsements to the Owner Title
Policy or may cause the Title Company to delete the "survey exception" from the Owner
Title Policy without qualification or condition, except as to "any shortages in area." Any
exceptions to title that are either accepted or waived by Purchaser as provided in this
paragraph 6 are referred to herein as the "Permitted Exceptions."
2.
b. Purchaser shall cause to be prepared an updated written title report or
commitment (the "Title Commitment") to issue the Owner Title Policy, which specifies all
exceptions to title, including, without limitation, easements, liens, encumbrances, restrictions,
conditions, or covenants affecting the Property, accompanied by complete and legible copies
of all recorded documents (collectively, the "Title Documents") affecting title to the Property
and referred to in the Title Commitment. If any exceptions appear on the Title Commitment,
other than the standard printed exceptions, or if any encroachments, overlapping of
improvements, or other conditions are shown on the Survey that are not acceptable to
Purchaser, Purchaser shall, within fifteen (15) days following the Effective Date, notify Seller
in writing of such fact. To the extent Purchaser does not make any such objections to title by
giving Seller written notice thereof within ten (10) days following the Effective Date,
Purchaser shall be deemed to have approved the condition of title as shown in the Title
Commitment, Title Documents and Survey and waived its right to object. In the event
Purchaser does make such objections.to title, Seller shall have the right (including without
limitation the right to use all or any part of the total purchase price for the purpose of
discharging and releasing at the Closing any objections to title), but not the obligation, to cure
or remove any such objections to title. Notwithstanding the foregoing, Seller has the absolute
obligation to payoff and cause to be released of record all liens against the Property at or
prior to the Closing, whether or not Purchaser formally objects to such liens
C. In the event Seller fails to cure or remove all of Purchaser's objections to
title within five (5) days prior to the Closing Date, then Purchaser may, as Purchaser's sole and
exclusive remedy, either (i) terminate this contract by written notice thereof to Seller prior to
the Closing Date, in which event the Escrow Deposit shall be returned to Purchaser and the
parties shall have no further or other- obligations hereunder (except as provided in paragraph 4
above), or (ii) subject to the last sentence of paragraph 6(b) above, waive such objections to
title, and in such event such objections to title shall become Permitted Exceptions hereunder.
7. Leases. Seller warrants that Exhibit B, which is attached to this Agreement and
incorporated by reference, is a complete list of all leases, tenancies, rental agreements, and
concession agreements presently encumbering the Property. Seller further warrants that:
a. No person or other legal entity has title or right to possession of the Property
or any portion of the Property as a lessee, tenant, or concessionaire of Seller, except as shown
on Exhibit B.
b. All the Leases shown on Exhibit B are now in effect. Seller is not in default
in the performance of any of these Leases, Further, no tenant, lessee, or concessionaire is
entitled to any rebate, concession, or other benefit except as set forth in the Leases referred to
in Exhibit B.
C. The rentals and other sums due or to become due under the Leases referred to
in Exhibit B have not been assigned or encumbered by Seller and will not be assigned or
encumbered by Seller before Closing.
8. Seller's Information. Within ten (10) days after the Effective Date of this Contract,
Seller shall deliver to Purchaser (or make available to Purchaser at Seller's offices) the
following (collectively, "Seller's Information"), or shall certify in writing that such
information does not otherwise exist:
3.
a. Fully executed copies of all Leases, including guaranties;
b. All architectural, structural, mechanical, and electrical "as-built" plans and
specifications for the Buildings (including the Survey), if any, in Seller's possession, together
with any copies of the building permit and Certificate of Occupancy relating to the Property in
Seller's possession;
C. All soil reports, environmental reports, and engineering reports in Seller's
possession;
d. A current rent roll including: tenant name, a list of security deposits for each
tenant under the Leases, expiration date of each lease, whether the rents are current or
delinquent, and the amounts, if any, of prepaid rents for any period subsequent to the Closing
( Rent Roll");),
e. Copies of all contracts affecting the Property (including, without limitation,
contracts relating to security, maintenance, material repairs, cleaning, etc.);
f. Reports of any capital improvements made to the Property within the last 3
years, and currently proposed;
g. All tenant files and credit information in Seller's possession;
h. Report of current and/or pending litigation in Seller's possession;
i. Inventory of personal property in Seller's possession (excluding all office
furniture which is being retained by Seller);
J. Copies of utility bills for the Property for the last 12 months in Seller's
possession;
k. Notices from governmental authorities regarding non-compliance of the
Property in Seller's possession; and
I. Copies of ADA, roof, mechanical/electrical or HVAC reports/studies in
Seller's possession.
With respect to the foregoing Seller's Information, if any terms, provisions, other matters
shown on the Seller's Information are not acceptable to Purchaser, Purchaser shall, within
fifteen (15) days following receipt of such Seller's Information, notify Seller in writing of such
fact. To the extent Purchaser does not make any such objections by giving Seller written
notice thereof within ten (10) days following the receipt of such Seller's Information,
Purchaser shall be deemed to have approved same and waived its right to object. In the event
Purchaser does make any such objections, Seller shall have the right (including without
limitation the right to use all or any part of the total purchase price for the purpose of
discharging and releasing at the Closing any objections), but not the obligation, to cure or
remove any such objections.
4.
9. Covenants of Seller. Seller covenants and agrees with Purchaser as follows:
a. After the Effective Date and until the Closing Date, Seller will cause the
Property to be maintained and operated in a manner comparable to its existing operation.
b. After the Effective Date, Seller will not extend, renew or amend any Leases
without the prior written approval of Purchaser.
C. After the Effective Date, Seller will not, without the prior written consent of
Purchaser, enter into any service, maintenance, or management agreement with respect to the
Property which is not terminable on or before the Closing or upon thirty (30) days' prior notice
after Closing. Any such agreements which are entered into by Seller that are not approved or
deemed to be approved by Purchaser shall not be a liability of Purchaser or the Property after
the Closing.
d. From and after the Effective Date, Seller will continue to cause the Property
to be covered by fire and extended coverage casualty insurance in an amount of not less than
ONE MILLION AND NO/100 DOLLARS ($1,000,000.00).
e. After the Effective Date, Seller will not, without the prior written consent of
Purchaser, consent to any assignment, sublease, mortgage, or other encumbrance by any tenant
of its interest in its Tenant Lease, except if the terms of the Tenant Lease require Seller to give
such consent.
f. From and after the Effective Date, Seller shall not, without the prior written
consent of Purchaser, further assign, transfer, make subject to any lien or encumbrance, or
hypothecate any rents or the right of Seller to any rents due or to become due under the Leases,
or any other rights of Seller under the Leases.
10. Seller's Representations and Warranties. Seller hereby represents and warrants to
Purchaser the following, except as disclosed to the contrary to Purchaser in writing (including
as part of the Seller Information):
a. The Leases delivered to Purchaser are true, correct, and complete copies
thereof.
b. Seller has received no written notice that the location, construction,
occupancy, operation and use of the Property (including any improvements and equipment
forming any part thereof) violate any applicable law, statute, ordinance, rule, regulation, order,
or determination of any governmental authority.
C. The Property and Seller are not, to Seller's current actual knowledge,
currently subject to any existing, pending, or threatened investigation or inquiry by any
governmental authority or to any remedial obligations under any law pertaining to the
environment.
5.
d. Except for the tenants under Leases, there are no parties in possession of any
portion of the Property as lessees, tenants at sufferance, or trespassers.
e. There are no attachments, executions, assignments for the benefit of
creditors, receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief laws contemplated or pending against Seller
or the Property.
f. At the Closing, Seller agrees to execute an affidavit that there are no unpaid
bills for labor or materials furnished to Seller in connection with the Property that would cause
a mechanic's or materialmen's lien to be filed on the Property.
g. There is no right of first refusal, option to purchase, purchase contract or
other prior right of any party to purchase any portion of the Property.
h. To Seller's knowledge, (i) no portion of the Property contains any building
materials containing or manufactured from asbestos; (ii) no prior owner and no prior or current
occupant improperly used, treated, stored or disposed of such Hazardous Materials in, under or
upon the Property; (iii) the Property and the use and operation of the Property are not in
violation of any Environmental Laws (as defined below); (iv) the Property has never been used
as a sanitary landfill or dump or for the disposal, use, storage or generation of Hazardous
Materials; (v) no Hazardous Materials have ever been deposited or located in, under or upon
the Property, or any portion thereof, (vi) and no underground storage tank or tanks are located
on or under the Property. In addition, Seller has not improperly used, treated, stored or disposed
of, Hazardous Materials (as hereinafter defined) in, under or upon the Property (above or below
ground), or any portion thereof. For purposes of this Agreement, "Hazardous Material" means
and includes waste, pollutants or hazardous or toxic substances, including, without limitation,
asbestos, polychlorinated biphenyl compounds, petroleum products and by-products, pesticides,
and all materials or substances of any kind which are defined as "hazardous substances' or
"toxic substances" in (or for purposes of) the Comprehensive Environmental Response,
Compensation, and Liability Act, The Resources Conservation and Recovery Act, the Toxic
Substances Control ct of 1976, Clean Water Act, Clean Air Act, any so-called "Superfund" or
"Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule,
regulation, order or decree regulating, relating to, or imposing liability or standards of conduct
concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any
time hereafter in effect (collectively called the "Environmental Laws").
i. To Seller's knowledge, with no duty of further inquiry, all building systems,
including, without limitation, HVAC system, roofing system, other mechanical systems,
security/building access system, electrical system, and plumbing system are in good working
order and Seller has no knowledge of any other defects in the Property.
j. To Seller's knowledge, with no duty of further inquiry, Seller has received
no written notice, including, without limitation, complaints from tenants of the Property, of any
failure of the Property to drain properly during periods of normal rainfall, and Seller has no
knowledge of any such condition.
6.
In the event Purchaser has current actual knowledge as of the Closing Date of any
breach of the foregoing representations and warranties or any of Seller's covenants under
Paragraph 8 above and Purchaser proceeds to close the transaction contemplated hereunder,
then Purchaser shall be deemed to have waived and forever released Seller from any and all
claims arising out of such breach. The foregoing representations and warranties shall be
deemed repeated by Seller at the Closing Date, and such representations and warranties and
Seller's covenants under Paragraph 8 above shall survive the Closing for a period of six (6)
months. To the extent Purchaser shall fail to assert a claim under the foregoing representations
and warranties and Seller's covenants under Paragraph 8 above within six months following the
Closing Date, then such claim shall be deemed to be waived and forever released by Purchaser.
11. Closing; Closing Documents.
a. Possession and Closing. Possession of the Property shall be delivered by
Seller to Purchaser at the Closing, subject to the Leases and Permitted Exceptions. The Closing
shall take place at the offices of the Title Company on or before February 29th, 2008, or such
time, date and place as Purchaser and Seller may agree, or within ten days after the
completion of any title curative issues as set out herein. Time is of the essence with respect to
the Closing Date and the delivery at the Closing of the Purchase Price.
b. Seller's Closing Documents. At the Closing Seller shall deliver or cause to be
delivered to Purchaser each of the following:
(i) Deed of Conveyance. A duly executed and acknowledged special
warranty deed, In the proper fonn for recording, containing a description of the Land and
conveying title to the Land and Buildings to Purchaser, free and clear of any and all liens,
reservations, restrictions, easements, security agreements, pledges and other encumbrances,
except the Pennitted Exceptions, to which this sale and the conveyance of the Property shall be
nlade and accepted subject.
(ii) Bill of Sale. A bill of sale and assignment of'the personal property
(but expressly excluding any office furniture located in the Buildings and owned by Seller),
Leases, and other property of Seller which Seller agrees herein to assign to Purchaser.
Purchaser agrees, and the bill of sale and assignment shall provide, that Purchaser shall assume
all of Seller's obligations under the Leases and under contracts pertaining to services provided
to the Property after the date of the Closing, subject to the provisions of Section 9(c), above.
(iii) Letter to Tenants. A letter from Seller to all tenants advising them of
the sale of the Property and that all future rents are to be paid to Purchaser, and that all security
deposits and lease obligations have been assumed by the Purchaser and that the Purchaser is
responsible for their refund. Purchaser covenants and agrees to countersign and deliver copies
of the letters to each tenant, or Seller may, at its option, elect to do so.
(iv) Owner Policy of Title Insurance. The Owner Policy of Title Insurance
(as described in paragraph 6.a above) containing only the Permitted Exceptions.
(v) Other Documents and Items. Any other documents and items
required by this Contract to be delivered by Seller at the Closing, including, without limitation,
7.
all plans, drawings, specifications, architectural documents, building permits, certificates of
occupancy, governmental licenses for improvements, properly identified keys, codes, operating
manuals and other such items pertaining to the Property in the possession of Seller or Seller's
property manager.
(vi) Leases and Assignments. The original (to the extent available) of all
Leases, and service contracts (which are assumed by Purchaser) which Seller or its agents have
entered into in connection with the occupancy or operation of the Property which are being
conveyed to Purchaser. In addition, Seller shall deliver to Purchaser a written assignment, in a
form to be approved by Purchaser's attorney, executed and acknowledged by Seller, assigning
to Purchaser all of Seller's rights and title in the Leases.
C. Purchaser's Closing_Documents. At the Closing Purchaser, at Purchaser's
expense, shall deliver to Seller the following:
(1) Payment of Purchase Price. The Purchase Price, less the Escrow
Deposit, in the form required in paragraph 3.b. above.
(11) Other Documents. Any other documents or instruments required by
this Contract to be delivered by Purchaser at the Closing.
d. Estoppel Certificates. Seller shall obtain and deliver to Purchaser, on or
before five (5) business days prior to Closing, estoppel certificates from all tenants occupying
the rentable square footage of the Buildings in the form attached hereto as Exhibit C (subject to
reasonably requested revisions by any tenant), (collectively the "Tenant Estoppel Certificates").
Seller shall deliver any Tenant Estoppel Certificates received from Tenants to Purchaser
promptly upon Seller's receipt.
12. Adjustments at Closing. The following prorations and adjustments shall be made at
the Closing and, as the case may be, deducted from or added to the amount Purchaser is
required to pay at the Closing under paragraph 3.b. above:
a. Rents. Purchaser shall receive credit for the pro rata amount of any rents
paid to the Seller by tenants of the Property for periods subsequent to the Closing Date. The
Seller shall not receive credit for the amount of any uncollected rents which are owing to the
Seller by tenants of the Property for periods prior to the Closing Date, but the Purchaser shall
use reasonable efforts (but Purchaser shall not be obligated to institute litigation against any
tenants) to collect those rents from tenants, for the account of the Seller, and promptly remit
any amounts collected to Seller. Seller waives the right to sue any tenants for past due amounts
owed to Seller after the Closing. Rents collected by the Purchaser after the Closing shall be
applied first to the payment of rents owed by the tenant making the payment for periods after
the Closing.
b. Taxes Ad valorem taxes for the year of Closing shall be prorated at the
Closing Date and shall be adjusted in cash at the closing. If the tax rate has not been fixed for
that 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.
8.
C. Security Deposits. Seller, at Seller's option, shall either deliver to Purchaser
at the Closing all refundable security and similar tenant deposits that are then held by Seller, or
an amount equal to those deposits shall be credited against the purchase price for the Property.
d. Utilities and Deposits. Water, gas, electricity, and telephone bills for the
Property which are not the direct responsibility of tenants shall be prorated as of the Closing
Date, and Purchaser assumes the obligation to pay all utility bills that are prorated at the
Closing, or that are for services provided after the Closing. Seller and Purchaser agree that in
any instance where the exact amount of a proratable utility bill is not known or cannot be
reasonably ascertained at Closing, the proration will be made on the basis of the best
information then available, and when exact figures are available appropriate adjustments in the
proration will be made. All deposits for utilities or for their purposes that belong to Seller shall
either be purchased by Purchaser and paid for at the Closing or be refunded to Seller, in which
latter event Purchaser shall be solely responsible for any deposits required by utility companies
for the Property.
e. Title Insurance and Other Closing Expenses. Except as is otherwise
provided herein, Purchaser shall pay all customary closing expenses and the title policy
premium, and each party shall be responsible for the payment of its own attorney's fees.
13. Remedies Upon Default. Subject to the additional remedial provisions of set forth
elsewhere in this Agreement, if Seller fails to complete this sale in accordance with the terms
and provisions of this Contract for any reason except Purchaser's default, Purchaser shall have,
as Purchaser's only remedies against Seller, the option of (a) tenminating this Contract by
giving written notice to Seller at or prior to the Closing, whereupon the Escrow Deposit shall
be returned to Purchaser by the Title Company, and Purchaser and Seller shall have no other or
further liability or obligation to each other, or (b) enforcing specific perfonmance of the
Contract. If Purchaser fails to complete this sale in accordance with the terms and provisions
of this Contract for any reason except Seller's default, Seller shall have, as Seller's only remedy
against Purchaser, the option of terminating this Contract by giving notice to Purchaser and to
the Title Company, whereupon the Escrow Deposit shall immediately be paid to Seller as
consideration for the right given to Purchaser in this Contract to purchase the Property (it being
agreed that it would be extremely difficult, if not impossible, to calculate the actual damages to
Seller), after which Purchaser and Seller shall have no other or further liability or obligation to
each other hereunder, and this ,Contract shall be deemed to have been tenminated on the date
Seller notifies Purchaser of Seller's election of this right to tenninate this Contract.
14. Casualty. In the event that the Building is damaged by fire or other casualty prior
to the Closing, Seller shall notify Purchaser and Purchaser shall have the option either (a) to
terminate this Contract by notice given to Seller within ten (10) days after Seller gives the
notice of the casualty to Purchaser (but only if the right to terminate exists hereunder), or (b) to
close the transaction contemplated by this Contract by paying Seller the entire Purchase Price
for the Property, without compromise thereof, and receiving all of Seller's rights with respect to
recovery for the damage caused by the fire or casualty under Seller's existing insurance
policies, together with an amount equal to any applicable deductible directly from Seller, as
applicable.
9.
15. Notices. Any notices required or permitted to be given under this Contract shall be
in writing and shall be deemed to be given (a) when actually received by that person, or (b)
three (3) days after being deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at
the address indicated herein, or to a different address as previously given in a notice to the other
party. A copy of any notice given to Seller shall be given at the same time and in the same
manner as the notice to Seller to:
Barron & Adler, L.L.P.
Attn: Steve Adler
808 Nueces Street
Austin, Texas 78701
512/478-4995
A copy of any notice given to Purchaser shall be given at the same time and in the same
manner as the notice to Purchaser to:
Sheets & Crossfield, P.C.
Attn: Steve Sheets
309 East Main Street
Round Rock, Texas 78664
512/255-8877
16. Title Company as Escrow Agent. The parties hereto by their execution hereof
hereby appoint the Title Company to act as escrow agent in retaining any closing documents
and deposits of funds in accordance with the terms of this Contract. In handling any escrowed
funds, the Title Company shall be governed by the terms contained herein and shall not be
responsible for the validity, sufficiency or enforceability of any of the terms of this Contract.
The Title Company shall not be charged with any notice, fact or information not specifically set
forth herein. The Title Company shall be entitled to rely on any written notice, demand or
document which in good faith is believed to be genuine, and it shall not be required to inquire
as to identity, authority or rights of the undersigned. The Title Company shall not be liable for
any act or omission by or on behalf of the Title Company with respect to this Contract, except
in cases of gross negligence or willful misconduct, provided, however, the Title Company shall
be liable for the funds actually deposited in its possession. The Title Company shall not be
authorized to apply any escrowed funds to any indebtedness of any party hereto or withhold the
disbursement of such funds for reasons except as provided in this Contract.
17. Miscellaneous.
a. Complete Agreement; Headings; Waiver. This Contract contains the
complete agreement of the parties and cannot be amended or modified except by written
agreement signed by Seller and Purchaser. The paragraph headings herein are for reference
purposes only and are not intended in any way to describe, interpret, define or limit the scope,
content or extent of this Contract or any part of it. If any portion of this Contract is held by a
court of proper jurisdiction to be invalid or inoperative, then so far as is reasonable and possible
the remainder of the Contract shall be deemed valid and operative, and effect shall be given to
the intent manifested by the portion held invalid or inoperative. The failure by either party to
10.
enforce against the other any tenn or provisions of this Contract shall not be deemed to be a
waiver of that party's right to enforce against the other party the same or any other tenn or
provision. The terns and provisions of this Contract shall not merge with, or be extinguished or
otherwise affected by, any subsequent conveyance or instrument between the parties, unless the
instrument specifically so states and is signed by both parties.
b. Governing Law. This Contract and the obligations under this Contract shall
be construed in accordance with, governed by, and shall be subject to, the laws of the State of
Texas, and venue for any disputes hereunder shall be Williamson County, Texas.
C. Execution in Counterparts. The Contract can be executed in counterparts,
each of which shall be an original and, upon the delivery to the Title Company of one or more
of the contracts signed by all parties, together will constitute a fully executed and binding
contract. As soon as possible, the parties agree to exchange contracts so that each party will
have a fully executed contract.
d. Effective Date of Contract. For purposes of this Contract it is agreed that the
effective date of this Contract shall be the date on which a fully executed copy of this Contract,
signed by both Seller and Purchaser, is deposited with the Title Company along with the Initial
Escrow Deposit provided for herein (the "Effective Date"). The Initial Escrow Deposit receipt
issued by the Title Company shall be conclusive evidence of the Effective Date.
e. Construction of Agreement. Seller and Purchaser acknowledge each to the
other that both they and their counsel have reviewed and revised this Contract and that the
non-nal rule of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Contract or any amendments or
exhibits to it.
f. Business Days. If any deadline, date or time for performance of any
obligation hereunder falls on a Saturday, Sunday, legal holiday or day in which banks in
Williamson County, Texas are closed for the non-nal conduct of business, then such deadline,
date or time for perfonnance shall be automatically extended to the first day which is not a
Saturday, Sunday, legal holiday or day when banks in Williamson County, Texas are closed for
the normal conduct of business.
SELLER:
Ch istian Noel Marsh
leo o___ eda
Address: __
�-k,� 7"C�?�'�
Date signed by Seller:
52008
11.
PURCHASER:
Cityof R d oc
By:
e Ma ell
Mayor
Address: 221 E. Main St.
Round Rock, Texas 78664
Date signed by Purchaser:
, 2008
Receipt for Contract and Earnest Money
I hereby acknowledge that I have received this Contract and Earnest Money in the amount of
$25,000 this day of , 2008, (the "Effective Date").
Texas American Title Company
by:
Escrow Agent
Exhibits:
Exhibit A - Description of the Land
Exhibit B —List of Leases
Exhibit C—Form of Tenant Estoppel Certificate
12.
WILLIAMSON COUNTY, TEXAS Page 1 of 4
WILEY HARRIS SURVEY, ABSTRACT NO. 298
0.278 ACRES (12,150 SQUARE FEET)
BOUNDARY DESCRIPTION
DESCRIPTION OF A 0.279 ACRE (12,150 SQUARE FOOT), TRACT OF LAND SITUATED IN
THE WILEY HARRIS SURVEY, ABSTRACT NO. 298, IN WILLIAMSON COUNTY, TEXAS,
BEING ALL OF LOTS SEVENTEEN (17), EIGHTEEN (18) AND NINETEEN (19). BLOCK "10"
CITY OF ROUND ROCK, ACCORDING TO THE PLAT THEREOF RECORDED IN CABINET
A, SLIDES 190-191 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS,
TOGETHER WITH THE NORTHERLY ONE-HALF (10 FEET) OF THE ADJACENT ALLEY
VACATED BY THE CITY OF ROUND ROCK CITY COUNCIL IN ORDINANCE NO. 2307,
DATED NOVEMBER 12, 1987 AND RECORDED IN VOLUME 2077, PAGE 2986 OF THE
OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 0.279 ACRE (12,150
SQUARE FOOT), TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS AS FOLLOWS:
BEGINNING FOR REFERENCE at a found 1/2" iron rod at the intersection of the existing
westerly right-of-way line of Lampasas Street (80 foot right-of-way width), and the existing
northerly right-of-way line of Bagdad Avenue (80 foot right-of-way width), being the
southeasterly corner of Lot 1, Block"9" of said City of Round Rock;
THENCE, departing said Block "9", crossing said existing right-of-way of Lampasas Street, and
continuing with said existing northerly right-of-way line of Bagdad Avenue and the southerly
boundary line of said Block "10", N 70°37'46" E for a distance of 350.16 feet to a calculated
point at the intersection of said existing northerly right-of-way line of Bagdad Avenue with the
existing westerly right-of-way line of Sheppard Street (80 foot right-of-way width), being the
southeasterly corner of Lot 1, Block "10" of said City of Round Rock;
THENCE, departing said existing northerly right-of-way line of Bagdad Avenue, with in part, the
easterly boundary line of said Lot 1, Block "10", and in part, the easterly boundary line of said
vacated alley, same being said existing westerly right-of-way line of Sheppard Street,
N 19°20'21" W, passing at a distance of 134.66 feet, a found P.K. nail in brick, and continuing
for a total distance of 135.00 feet to a set P.K. nail in brick in the centerline of said vacated alley,
being the southeasterly corner and POINT OF BEGINNING of the herein described tract;
1) THENCE, departing said existing westerly right-of-way line of Sheppard Street, with the
centerline of said vacated alley, S 70°37'46" W for a distance of 90.00 feet to a set P.K.
nail in brick, being the southwesterly corner of the herein described tract;
2) THENCE, through the interior of said vacated alley, passing at a distance of 10.00 feet,
the calculated southwesterly corner of said Lot 17, same being the southeasterly corner
of Lot 16 of said Block "10", and continuing with the common boundary line of said Lot
17 and said Lot 16, N 19°20'21" W for a distance of 135.00 feet to a set P.K. nail in
concrete in the existing southerly right-of-way line of Main Street (100 foot right-of-way
width), being the northwesterly corner of said Lot 17 and the northeasterly corner of said
Lot 16, and being the northwesterly corner of the herein described tract;
Page 2 of 4
3) THENCE, with the northerly boundary line of said Lots 17, 18 and 19, same being said
existing southerly right-of-way line of Main Street, N 70037'46" E for a distance of 90.00
feet to a calculated point at a building corner, being the northeasterly corner of said Lot
19 and the northeasterly corner of the herein described tract;
4) THENCE, with in part, the easterly boundary line of said Lot 19, and in part, the easterly
boundary line of said vacated alley, S 19020'21" E, passing at a distance of 125.00 feet
the calculated southeast corner of said Lot 19, and continuing for a total distance of
135.00 feet to the POINT OF BEGINNING, containing 0.279 acres (12,150 square feet)
of land, more or less.
This property description is accompanied by a separate parcel plat.
All bearings recited herein are based on the Texas State Plane Coordinate System, Central
Zone No. 4203, NAD 83.
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
That I, Travis Horn, a Registered Professional Land Surveyor, do hereby certify that the above
description is true and correct to the best of my knowledge and belief and that the property
described herein was determined by a survey made on the ground under my direction and
supervision.
WITNESS MY HAND AND SEAL at Round Rock, Williamson County, Texas.
Travis Horn Date
Registered Professional Land Surveyor No. 5705
Inland Geodetics, L.P.
1504 Chisholm Trail Road Suite 103 -��� OF o? ,
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Round Rock, TX 78681
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LEGAL DESCRIPTION: 0.279 ACRES (12,150 SQUARE FEET) OF LAND MORE OR LESS, BEING ALL OF LOTS SEVENTEEN
(17), EIGHTEEN (18), AND NINETEEN (19), BLOCK "10", CITY OF ROUND ROCK, A SUBDIVISION
IN WILLIAMSON COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN CABINET A,
SLIDES 190-191 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS, TOGETHER WITH THE
NORTHERLY ONE—HALF (10 FEET) OF THE ADJACENT ALLEY VACATED BY THE ROUND ROCK CITY
COUNCIL IN ORDINANCE NO. 2307, DATED NOVEMBER 12, 1987, AND RECORDED IN VOLUME 2077,
PAGE 296 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS
REFERENCE: THE CITY OF ROUND ROCK, TEXAS.
CONC.CURB MAIN STREET (100' R.0-W.)C ,STOP SIGN 1'
d,P PLANTER o PLANTERS '✓
PLANTER 7 P KING SP CES C'y' CONC. `� BRICK
1i o
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N 7 37'4 0.00 CONC. CONC.STEPS
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6.4' PROPERTY UNE 155' 0 15 30
.279 ACRE
. 12,150 SQUARE LET x b SCALE 1' 30'
b
CDNC. 0 WILEY 1HARRIS S�RVEY b
CITY OF ROUND RACK omi ABST� CT NO. `298 y o LEGEND
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VOL.782,PG.9(_62 iO
Is L TS 17-19,BLOCK 10" p m V2"IRON ROD FOUND
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C,ON u O.R.W.C.T. DEED RECORDS
CITY OF RO+D ROCK TONE a MASONFY WILLIAMSON COUNTY,TEXAS
OFFICE BUILDIN O.R.W.C.T. OFFICIAL RECORDS
BLDG.CORNER ON
CAB. A, SLD.190-191 6 a WILLIAMSON COUNTY,TEXAS
,,,...ttt I
P.R.W.U.T. PROPERTY LINE O.P.R.W.C.T. OFFICIAL PUBLIC RECORDS
II WILLIAMSON COUNTY,TEXAS
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WILLIAMSON COUNTY,TEXAS
ROCK 11E T.WALL ONC I .�-�
(SO ') � (50.00.1 (_(90.00') W STONE PLANTER
VACATED AL EY PLANTER ) =
b CONC. z
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VOL.2077,IPT 296,O.R.W.C.T. S 71J 36' 9Q00� !p
CONC. JJ m
�Ico
NC_ CONC.
r
BLOCK I"10" 3 Z FLAGPOLE,BRICK :ONC.STEPS
OU
II 3
6 5 4 CITY 0 ROUND ROCKI 1 N POINT OF BEGINNING
LOTS -5,BLOCK"10" O o
1 VOL.11289.PG.913 a, 0.34'
SOUTHEAST CORNER OF� O.R.W.C.T. p,ln
LOT 1,BLOCK'9' POINT OF REFERENCE z
CITY OF ROUND ROCK
CAR.A-SLC 190-191
P.R,W,C.T. N 70°37'46'E 350.16'
(350.00'1
NOTES: BAGDAD AVENUE (100' R.O.W.)
I)THE EASEMENTS SHOWN OR NOTED AND ADDRESSED ON THIS SURVEY ARE THOSE LISTED ON SCHEDULE 8 OF THE TITLE COMMITMENT ISSUED BY TITLE
RESOURCES GUARANTY COMPANY,GF NO.9691-07-1072.EFFECTIVE DATE:SEPTEMBER 21,2007.
2)EASEMENTS ARE RESERVED FOR ANY AND ALL EXISTING UTILITIES WITH THE RIGHT OF INGRESS AND EGRESS THEREON FOR OPERATING,ENLARGING,
REPAIRING,MAINTAINING,REBUILDING,REPLACING,RELOCATING AND REMOVING ANY EXISTING PUBLIC UTILITIES,AND THERE IS ALSO RESERVED THE RIGHT OF
PEDISTRIAN ACCESS TO THOSE PORTIONS OF THE ABANDONED ALLEY WHICH ARE FREE FROM BUILDINGS OR STRUCTUTES AT THE DATE OF THAT CERTAIN
ORDINANCE NO.2307 BY THE CITY OF ROUND ROCK TO ABANDON ALLEY DATED NOVEMBER 12,1987 AND RECORDED IN VOLUME 2077,PAGE 296 OF THE
OFFICIAL RECORDS OF WILLIAMSON COUNTY,TEXAS.
3)THIS TRACT IS SUBJECT TO ALL TERMS,CONDITIONS AND PROVISIONS OF THAT CERTAIN LEASE AGREEMENT DATED JUNE 10,1992,BY AND BETWEEN THE
MAIN STREET TRUST,AS LANDLORD,AND HALBERT AND PERRIN,P.C.,AS TENANT WHICH IS EVIDENCED AND AFFECTED BY THAT CERTAIN ASSIGNMENT OF
LEASE AGREEMENT RECORDED IN VOLUME 2242.PAGE 374 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY,TEXAS.
16)THIS TRACT LIES WHOLLY WITH ZONE X.WHITE(AREAS DETERMINED TO BE OUTSIDE THE 500 YEAR FLOOD PLAIN),AS DERIVED FROM THE FEDERAL
EMERGENCY MANAGEMENT AGENCY FLOOD INSURANCE RATE MAP NUMBER 48491CO330D FOR WILLIAMSON COUNTY,TEXAS,EFFECTIVE DATE:JANUARY 3.
1997.
17)ALL BEARINGS SHOWN HEREON ARE BASED ON GRID BEARINGS.ALL DISTANCES ARE SURFACE DISTANCES.COORDINATES ARE SURFACE VALUES BASED ON
THE TEXAS STATE PLANE COORDINATE SYSTEM,NAD 83,CENTRAL ZONE USING A COMBINED SURFACE ADJUSTMENT FACTOR OF 1.00011.
STATE OF TEXAS TO THE OWNERS OF THE PROPERTY SURVEYED •���F TF
COUNTY OF WILLdAMSON P.P'��gTFgti�
The undersigned does hereby certify that this plot is true and correct to the best of my knowledge and belief
and that the property shown hereon was determined by a survey mode on the ground under my direction and TRAVIS HORN""•
supervision, and that there ore no discrepancies, conflicts, or shortage in area, and that said property appears 9j]Qrj�Pt
to have access to and from a dedicated roadwoy.
9 �FESSIC.�'��
USE OF THIS SURVEY FOR ANY OTHER PURPOSE OR BY OTHER PARTIES SUF�`I�
SHALL BE AT THEIR RISK AND UNDERSIGNED IS NOT RESPONSIBLE TO
OTHERS FOR ANY LOSS RESULTING THEREFROM.
WITNESS MY HAND AND SEAL at Round Rock, Williamson County, Texas. PAGE 40F5
INLAND
GEODETICS `P
PROFESSIONAL LAND SURVEYORS
Travis Horn 1504 CHISHOLM TRAIL RD. STE.103
Registered Professional Land Surveyor No. 5705 Dote ROUND ROCK,TX.78681
PH-(5)2)238-1200,FAX IS 12)238-1251
EXHIBIT B
List of Leases
Tenant Security Deposit Leasst Expiration Date
Edge Technologies None 02/15/2009
The Heidi Group None 12/31/2007
The Arrow Project None 03/31/2008
Stampede Technologies None 03/17/2008
Sparks Engineering None 06/30/2008
Combined Insurance $1,777.75 12/31/2008
Divine & Service, Ltd. $67264.00 04/30/2008
14.
EXHIBIT C
Form of Tenant Estoppel Certificate
, 2008
Re: Office Lease at 231 East Main Street, Round Rock, Texas
Gentlemen:
The purpose of this certificate is to confirm the current status of matters relating to the
Lease described below. It is for the benefit of the owner or prospective purchaser or mortgagee
of the Building in which the Leased Premises are located.
1. The undersigned is the Lessee or Tenant under a lease agreement between
as Lessor(together with the successors in interest of said Lessor in and to the
Building, "Landlord"), and , as Tenant, dated , covering the premises
consisting of approximately square feet of space (the "Leased Premises") in the building
located at 231 East Main Street, in Round Rock, Texas (the "Building"). A copy of the fully
executed lease agreement and all amendments or modifications thereto, if any (collectively, the
"Lease"), are attached hereto. There are no other modifications or amendments to the Lease.
2. There are no unfulfilled written or oral promises, representations or warranties by
the Landlord.
3. There are no subleases of the Leased Premises or any portion thereof.
4. The Lease is in good standing and in full force and effect. Landlord is not in
default under the Lease. Tenant agrees to give notice of any Landlord default to any purchaser or
lender making written request to Tenant for the same.
5. Except for rents (if any) which may be due under the Lease for the current month,
there are no rents or other charges which have been prepaid to Landlord under the Lease other
than the following:
6. The amount of security deposit currently posted by Tenant with Landlord is
$ in the form of(_) cash, or( ) an irrevocable, unconditional letter of
credit issued by in favor of , as Landlord, which is still valid.
7. Tenant acknowledges that the space being leased consists of rentable
square feet, that the improvements to be constructed by Landlord, if any, in the Leased Premises
have been satisfactorily completed, that the Leased Premises have been accepted by Tenant, that
K:\inaishnoelcitvofroundrock\O\Fonn of Tenant Estoppel Certificate(00126767).DOC
Tenant now occupies the Leased Premises, and that the commencement date for the term of the
Lease was
8. There are no rentals or other charges under the Lease which are due and unpaid.
Rentals are fully paid (if required by the Lease) through the last day of the month in which this
Estoppel Certificate has been executed.
9. Tenant has no known offsets or credits against rentals or other charges under the
Lease except as expressly provided by the terms of the Lease. Tenant has no known right of
recession of the Lease or any defense to Tenant's future obligations to pay the specified rentals
and other charges under the Lease at the times and in accordance with the Lease terms. Tenant
has not received any concession (rental or otherwise) or similar compensation not expressed in
the Lease.
10. Tenant has no options or rights of refusal regarding (i) the purchase of the
Building or (ii) the leasing of the Leased Premises or additional space in the Building, or a right
of early termination other than as set out in the Lease.
11. Tenant acknowledges that this Estoppel Certificate and the statements therein may
be conclusively relied upon by Landlord and by any prospective purchaser or lien holder of the
Leased Premises.
12. This agreement shall be binding upon and shall inure to the benefit of the
Landlord, any present or future mortgagee, any prospective purchaser or master Lessee of the
Building, and their successors and assigns.
EXECUTED this day of 12008.
Very truly yours,
"TENANT"
By:
Name:
Title: