R-2014-1841 - 9/25/2014 RESOLUTION NO. R-2014-1841
WHEREAS, the City of Round Rock ("City") desires to purchase a 1.865 acre tract of land
located at 1700 Gattis School Road; and
WHEREAS, Nick E. Inman, 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 Real Estate
Contract with Nick E. Inman, for the purchase of the above described Property, a copy of said Real
Estate 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 25th day of September, 2014.
,y, 1/L----
ALA MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
stV/L. 06714-
SARA L. WHITE, City Clerk
0112.1404;00311417
r
EXHIBIT
A„
REAL ESTATE CONTRACT
1. PARTIES. The parties to this Contract are:
a. Seller:Nick E. Inman
20100 Cameron Road
Coupland, TX 78615
b. Purchaser: City of Round Rock
221 E.Main St.
Round Rock,TX 78664
2. PROPERTY. Seller agrees to sell and convey, and Purchaser agrees to purchase
and pay for certain real property in Round Rock, Williamson County, Texas, described as
follows:
2.486 acres of land in the P.A.Ilolder Survey, Williamson County,Texas as more
particularily described by metes and bounds in Exhibit"A", attached hereto and
incorporated herein for all purposes;
together with all of Seller's rights
appurtenances
Seller in and to any rad all easement ,including,
s
without limitation, any right, title, and interest
and adjacent, streets,roads, alleys, or rights-of-way (the"Property").
3. PURCHASE PRICE. Purchaser agrees to pay as the purchase price for the
Property the sum of$615,000.00 in cash at Closing.
4. ESCROW DEPOSIT. Upon execution of this Contract, by both Seller and
Purchaser,Purchaser agrees to deliver a cash Escrow Deposit in the amount of$1,000.00,
to be held in escrow by the Title Company as Escrow Agent pursuant to the terms of this
Contract. Failure by Purchaser to timely deposit the Escrow Deposit with the Title
Company shall result in the automatic termination of this Contract, and neither party
hereto shall have any further obligation thereunder. If requested by Purchaser, the
Escrow Agent is authorized to place the Escrow Deposit in an interest bearing account at
a financial institution whose accounts are insured by an agency of the federal government,
and the interest earned on such funds shall be recognized by Purchaser for federal income
tax purposes, but shall be paid to the party entitled to receive the Escrow Deposit under
the terms of this Contract.
00312048.Doc
5. INDEPENDENT CONTRACT CONSIDERATION. On or before the Effective
Date, Purchaser shall deliver to Seller in cash the sum of $100.00 (the "Independent
Contract Consideration"), which amount has been bargained for and agreed to as
consideration for Purchaser's exclusive option to purchase the Property and the right of
investigation and inspection granted herein, and for Seller's execution and delivery of this
Contract. The Independent Contract Consideration is in addition to and independent of
all other consideration provided in tlus Contract, and is nonrefundablin all nts.
Contract Consideration shall be credited towardse
However, at Closing, the Independent
the Purchase Price.
6. TITLE COMMITMENT AND SURVEY.
a. Title Commitment. Within fifteen (15) days after the Effective Date,
Seller
shall deliver or cause to be delivered to Purchaser, at Seller's cost, a Commitment for
Title Insurance ("Title Commitment") from Texas American Title Company at 1001 S.
Mays St.,Round Rock, TX 78664. The Title Commitment shall set forth the status of the
title of the Property and show all liens, claims, encumbrances, easements, rights-of-way,
encroachments, reservations, restrictions, and any other matters affecting the Property.
The Title Company shall furnish a copy of all documents referred tceo ine Title
Conunitment, including, but not limited to, deeds, lien instruments, plats,
restrictions, and easements.
b. Survey. Within thirty (30) days after the Effective Date, Seller shall cause to be
prepared, at Seller's expense, a current Category 1A, Condition II survey or surveys of
the Property acceptable to the title company for the purposes of issuing the Title
Commitment("Survey")prepared by a registered or licensed public surveyor. The Survey
(s) shall include: (i) the perimeter boundaries and dimensions of the Property; (ii) the
location of all improvements, any easements, set-back lines, encroachments, overlaps,
roadways or waterway; and (iii) the location of any flood plain which exists on the
Property or any portion thereof.
c. Review of Title Commitment and Survey. Purchaser shall have fifteen (15)
days after receipt of the Title Commitment and Survey, in which to examine those
documents and to specify to Seller those items reflected thereon which Purchaser will
accept as permitted exceptions to title ("Permitted Exceptions"), and those items which
Purchaser finds objectionable ("Title Objections"), Seller, at its discretion, may correct or
remove all Title Objections, give Purchaser written notice thereof, and deliver an
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amended Title Commitment and Survey reflecting the correction or deletion of such
matter. If Purchaser does not deliver to Seller fifteen (15) days after receipt of the title
commitment and supporting documents and updated survey, a written notice specifying
those items which are Permitted Exceptions and Title Objections within the above-stated
time period,then all of the items reflected on the Title Commitment shall be considered to
be Permitted Exceptions.
d. Uncorrected Title Objections. If Seller fails to cause all of the Title Objections
to be corrected within fifteen (15) days after receipt of Purchaser's notice to Seller of the
Title Objections, Seller shall give written notice to Purchaser that Seller cannot or will not
correct or remove all of the Title Objections, and Purchaser shall have the following
rights only:
(1) Purchaser may terminate this Contract by giving Seller written notice
thereof within fifteen (15) days after receipt of written notice from Seller, in which event
the Escrow Deposit shall be returned to Purchaser, and both parties shall be released from
all further obligations under this Contract; or
(2) Purchaser may elect to purchase the Property subject to the Title
Objections not so corrected or removed, in which event the uncorrected and unremoved
Title Objections shall be deemed waived by Purchaser and shall thereafter be Permitted
Exceptions under this Contract.
7. FEASIBILITY PERIOD. Purchaser shall have until ninety (90) days after the
Effective Date (the "Feasibility Period"), for the right of investigation and inspection of
the Property to determine whether or not Purchaser desires to proceed with the purchase
of the Property.
a. Access and Indemnity. Purchaser and Purchaser's agents shall have the right of
access to the Property during the Feasibility Period for the purpose of conducting such
•
investigation and inspection. Purchaser agrees to provide Seller with copies of all written
tests, studies, investigations, and other reports conducted by Purchaser, Purchaser's
engineers, and other representatives of Purchaser pertaining to the Property. Purchaser
shall not cause or permit damage or injury to be done to the Property, and Purchaser shall
repair any damage or injury to the Property resulting from Purchaser's investigation and
inspection of the Property. Purchaser�rsl�alldannages,�costs andand dexpensess (including
attorney's
r on
account of any claims, causes
attorney's fees) arising out of or relating to the acts of Purchaser, its agents and
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employees under the provisions of this section. This indemnity shall survive the
termination of this Contract.
ility
b. Termination of Contract. If during or upon close this transaction,a tI eiration of then Purchaser shall,
eriod
Purchaser determines not to go forward and rcha rshten
no later than the date of expiration of the Feasibility Period, give
notification of such. However, if Purchaser does not timely provide written notice to
Seller of Purchaser's acceptance or non-acceptance of the Property by the expiration of
the Feasibility Period by such date then it shall be conclusively deemed that the Property
is suitable for Purchaser's intended use. If Purchaser gives timely written notice of its
non-acceptance of the Property, Seller may retain the Independent Consideration, but the
Earnest Money shall be refunded to the Purchaser, and both parties shall be released from
all further obligations under this Contract. It is agreed by the parties that in the event that
this Contract is terminated after the expiration of the Feasibility Period, for any reason
other than a default by Seller, the Earnest Money (which will include the Additional
Earnest Money, if any) shall be retained by Seller as liquidated damages.
8. CONDEMNATION. In the event of a taking by condemnation or similar
proceedings or actions of only a portion of the Property, Purchaser shall have the option
to terminate this Contract upon written notice to Seller prior to Closing, in which event
the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and
neither Purchaser nor Seller shall have any further rights or obligations hereunder except
with respect to any waivers and releases, warranties, representations, obligations or
indemnities which specifically survive termination of this Contract. If Purchaser does not
exercise its option to so terminate this Contract, then the Contract shall remain in full
force and effect and Seller shall assign or pay to Purchaser at Closing Seller's interest in
and to any and all condemnation awards or proceeds from any such proceedings or
actions in lieu thereof.
9. PRE-CLOSING REPRESENTATIONS OF SELLER. Seller has not made any
representations or warranties of any kind to Purchaser not expressly contained in this
Contract. Where the terms "to the best of Seller's knowledge" or words of similar import
are used herein, it shall mean Seller's actual, current knowledge and not any constructive
or imputed knowledge. Moreover, no inference or implication shall be drawn that Seller
has made any independent investigation with respect to the subject of the representation
or warranty based on knowledge, and purchaser
agrees
s and t that
Seller
s as has
lo«so such dduty.
Subject to the foregoing, Seller represents,
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a. The person signing this Contract has the full right, power and authority to enter
into this Contract on behalf of Seller.
b. The Property is free and clear of all mechanic's liens, liens, mortgages, or
•
encumbrances of any nature except those which are to be satisfied on or before Closing.
c. Seller-has not entered into an earnest money contract with any other potential
Purchasers.
d. There is no suit, action, legal or other proceeding pending, or to the best of
Seller's knowledge,threatened, which affect the Property.
e. Seller has no knowledge of any pending or threatened requests, applications or
proceedings to alter or restrict the zoning or other use restrictions applicable to the
Property; Seller has received no notice from any municipal, state, federal or other
governmental authority of zoning, building, fire, water, use, health, environmental or
other statute, ordinance, code or regulatory violations issued in respect of the Property
which have not been heretofore corrected.
f. Seller has never, nor, to Seller's best knowledge, has any previous owner of the
Property or any other party ever generated, stored or disposed of any Hazardous
Substances on the Property or transported from the Property to any other location. Seller
shall upon the effective date hereof, deliver to Purchaser all written soil, utility,
environmental and feasibility reports previously prepared relating to the Property,which
are in the possession or under the control of Seller. "Hazardous Substances" means any
substance which is (i) designated, defined, classified, or regulated as a hazardous
substance, hazardous material, hazardous waste, pollutant, or contaminant under the
Resource Conservation and Recovery Act and/or
eti Ieuin hyd oca bone ii clod he Comprehensivoiglc�tide
ental
Response Compensation and Liability Act, (ii) p
(...)
oil or any fraction thereof and all petroleum products, iu PDB's, (iv) lead, (v) friable
asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive
materials.
g. Seller has not retained any person or ficin to file a notice of protest against, or to
commence any action to review, any real property tax assessment against the Property or
any portion thereof and, to Seller's best knowledge, no such action has been taken by or
on behalf of any other party.
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h. Seller has not received any notice of any condemnation or similar proceedings
having been instituted or threatened against the Property or any part thereof nor, to
Seller's best knowledge, is any such proceeding threatened or contemplated of which
Seller has not received formal notice.
i. There are no outstanding written or oral leases or agreements relating to the use
or possession of the Property.
j. Seller will not, without the prior written consent of Purchaser, permit any
structural modifications or additions to the Property.
k. Seller will promptly pay and discharge all ownership, leasing, operating,
management and maintenance fees, costs and expenses incurred with respect to periods
prior to the Closing, specifically including,without limitation, costs and expenses relating
to materials supplied and labor performed.
1. At Closing, Seller will have good and indefeasible title to the Property, subject
only to the Permitted Exceptions and matters of record in the real property records of the
county where the Property is located.
in. There are no parties in possession of any portion of the Property except for the
Seller. To the best of Seller's knowledge, ere are no adverse parties in possession of any
portion of the Property whatsoever.
n. All assessments,payback agreements or other charges for utilities, roads, or the
widening of such roads, or any other fees imposed by any governmental or quasi-
governmental authority with respect to the Property which are due and payable have been
paid in full and Seller has knowledge of any future assessments or fees that may become
due and payable.
10. PRE-CLOSING REPRESENTATIONS OF PURCHASER.
a. Purchaser's Authority. The person signing this Contract has the full right,
power and authority to enter into this Contract on behalf of Purchaser.
b. Signs. Prior to Closing, no sign shall be erected on the Property without
Seller's prior written consent.
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•
11. CLOSING.
a. Date and Place. The Closing of the sale of the Property by Seller to Purchaser
shall occur on or before thirty (30) days after the expiration of the Feasibility Period. The
Closing shall occur in the offices of the Title Company.
b. Seller's Obligations at Closing. At the Closing, Seller, at Seller's sole cost and
expense, shall deliver, or cause to be delivered,to Purchaser the Following:
(1) Special Warranty Deed. Seller shall execute and deliver to the Title
Company for recording a Special Warranty Deed conveying the Property to Purchaser,
subject to the Permitted Exceptions and all approved easements and restrictions of record
which affect the Property.
(2) Owner's Title Policy. Seller shall cause the Title Company to issue and
deliver to Purchaser an owner's policy of title insurance ("Owner's Title Policy") in the
amount of the Purchase Price insuring that Purchaser is owner of the Property, subject
only to the Permitted Exceptions to be attached to the Deed as an Exhibit, and the
standard printed exceptions included iltThe standard he then currentOxceptiownern for tle solicy ndbyform
fees
promulgated by the State Board of Insurance.
and taxes shall be limited to the year in which the Closing occurs.
(3) Certificate of Non-Foreign Status. Seller shall deliver to Purchaser an
affidavit on behalf of Seller certifying the non-foreign status of Seller.
(4) Closing Statement. Seller shall execute and deliver
b Purchaserle nd Cno the
e
Title Company the closing statement in the form to be providedS
with the Purchase Price, closing costs, prorations and credits provided for in this
Contract.
(5) Other Instruments. Seller shall execute and
conveyanceof
deal property,
r such other
as are customarily executed in Texas in connection withthe
including all required releases, certificates, affidavits, and any other instruments required
by the Title Company.
(6) Possession. Seller shall deliver possession of the Property to Purchaser on
the Closing Date.
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(7) Ancillary Property Rights. If applicable, Seller shall assign any ancillary
Property Rights to the Properly which Sellers owns and which the Title Company deems
customary to transfer.
c. Purchaser's Obligations at Closing.
(1) Payment of Purchase Price. At the Closing, Purchaser shall pay the cash
portion of the Purchase Price, subject to any adjustments for prorations and other credits
provided for in this Contract.
(2) Acceptance of Documents. Purchaser shall accept all documents executed
and delivered by Seller and the conveyances, transfers and assignments evidenced
thereby, and shall execute and deliver all such documents that require Purchaser's
execution.
• (3) Certificate of Authority. Purchaser shall deliver to Seller a certificate of
authority on behalf of Purchaser authorizing the transaction described in this Contract and
•
the execution of the documents by the appropriate person, in form and substance
reasonably required by Seller.
(4) Closing Statement. Purchaser shall execute and deliver to Seller and to the
Title Company the closing statement in the form to be provided by the Title Company
with the Purchase Price, closing costs, prorations and credits provided for in this
Contract.
d. Tax Proration. Real estate, ad valorem, and other state, county and municipal
taxes, charges and assessments (special or otherwise), on the basis of the calendar year for
which the same are levied, imposed or assessed, and regardless of when the same become
a lien or are payable, shall be adjusted between Seller and Purchaser and shall be prorated
on a per diem basis as of midnight of the day preceding the date of Closing. If the rate of
any such taxes, rents, charges or assessments shall not be fixed prior to the Closing, the
adjustment thereof at the Closing shall be upon the basis of the rate for the preceding
calendar year applied to the latest assessed valuation(or other basis of valuation)between
Seller and Purchaser, if necessary,when the actual tax figures are available.
e. Closing Costs. Seller and Purchaser each agree to pay the following costs at the
Closing:
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(1) Paid By Seller. Seller agrees to pay the cost of the Owner's Title Policy
and any endorsements, the cost of the survey, the cost of preparing the Special Warranty
•
•
Deed and other conveyance documents; the cost of preparing and recordinge len}s Cane act;
aases
nd other documents necesescrow or closry to ing feenvey le chPgederty in by the Title Company; and any other
one-half(1/2) of any
similar closing costs customarily paid by a seller of real property.
(2) Paid By Purchaser. Purchaser agrees to pay for recording fees, copies of
restrictions and easements, expenses stipulated to be paid by Purchaser under other
provisions of the Contract, and one-half(1/2) of any escrow or closing fee charged by the
Title Company and any other similar closing costs customarily paid by a purchaser of real
property.
12. DEFAULTS AND REMEDIES.
a. Purchaser's Default and Seller's Remedies. If Purchaser is in default under this
Contract, Seller may, at Seller's•sole option and as Seller's sole remedy, terminate this
•
Contract by written notice to Purchaser and receive the Escrow Deposit and Additional
Escrow Deposit (which shall be delivered to Seller by the Title Company on receipt of
written notice from Seller that Purchaser has defaulted under this Contract), it being
agreed between Purchaser and Seller that such amount shall be liquidated damages for a
default of Purchaser under this Contract because of the difficulty, inconvenience, and
uncertainty of ascertaining actual damages for such uncertainty of ascertaining actual
damages for such default. This limitation of remedies provision shall not apply to or
affect Purchaser's indemnities of Seller in this Contract.
b. Seller's Defaults and Purchaser's Remedies. If Seller is in default under this
Contract, Purchaser may, at Purchaser's sole option and as Purchaser's sole remedy, do
either of the following: (1)terminate this Contract by written notice delivered to Seller on
or before the date of Closing and receive the Escrow Deposit,which shall be delivered to
Purchaser by the Title Company on receipt of written notice from Purchaser that Seller
has defaulted under this Contract, or (2) enforce specific performance of this Contract
against Seller, provided, however, that Purchaser's right to enforce specific performance
against Seller shall be subject to Purchaser's tendering performance, including but not
limited to the payment of the Cash Purchase Price.
c. Attorney's Fees. If either party to this Contract defaults in the performance
required hereunder, and the non-defaulting party employs an attorney to enforce the terms
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hereof, such non-defaulting party shall be entitled to reasonable attorney's fees from the
defaulting party.
13. BROKERS AND COMMISSIONS.
a. Brokers. Seller represents that it has not dealt with any real estate agent,
salesperson, broker or finder in connection with this Contract other than O'barr Rost
("Seller's Broker"). Purchaser represents that it has not dealt with any real estate agent,
salesperson, broker or finder in connection with this Contract or the purchase of the
Property. If and only if the Closing occurs in accordance with the terms of this Contract,
Seller shall pay6b/o commission to Seller's Broker, at Closing. If the Closing does not
occur, then no commission payment is earned or due. The Seller's Broker is not a party to
this Contract and Broker's consent or signature is not required to amend or terminate this
Contract. Purchaser and Seller agree to indemuiify, defend and hold harmless the other
party from and against any and all brokerage and finder's fee claims, losses, damages,
costs 'or expenses arising out of or resulting from any agreement, arrangement or
understanding made or alleged to have been made by the indemnifying party. The
representations and indemnifications in this paragraph survive each Closing and the
termination of this Contract.
b. Notice. As required by the Texas Real Estate License Act, any broker has
advise Purchaser that Purchaser should have the abstract covering the Property examined
by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or
obtain a policy of title insurance. By signing this Contract, Purchaser acknowledges
receipt of this notice.
14. MISCELLANEOUS.
a. Assignment of Contract. This Contract may not be assigned by Purchaser
without the prior written consent of Seller.
b. Survival of Covenants. Any of the representations, warranties, covenants, and .
agreements of the parties, as well as any rights and benefits of the parties, pertaining to a
period of time following the Closing shall survive the Closing and shall not be merged
•
therein.
c. Notice. Any notice required or permitted to be delivered under this Contract
shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or
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other overnight delivery service, telecopy, or hand delivery, or(ii) three(3)business days
postageprepaid, certified mail, return receipt
after being sent by United States mail, P' P
requested, addressed to Seller or Purchaser,e s n co concurrently toay be, at the Sellerasldress or Purchaser's
in
Section 1. Copies of all notices shall also b
attorney, as appropriate, at the following addresses:
Seller's Attorney:
Telephone Number: ( )
Email:
Purchaser's Attorney: Steve Sheets
309 E.Main St.
Round Rock,TX 78664
• Telephone Number: (512)255-8877
stevera%scrrlaW.com
A party may change its address or the address of its attorney for notice upon written
notice•to the other party pursuant to the terms hereof.
d. Texas La`v to Atop . This contract shall be construed under and in accordance
with the laws of the state of texas, and all obligations of the parties ci d bycthiios
contract are performable in Williamson County, Texas,wbich is the coty J
and venue for all disputes arising hereunder.
e. Parties Bound. This Contract shall be binding upon and inure to the benefit of
•
the parties to this Contract and their respective heirs, executors,,administrators, legal
representatives, successors and assig ls, subject to the limitations in paragraph p
£ Legal Construction. In case any one or more of the provisions contained in this
Contract shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provision
of the Contract, and this Contract shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in the Contract.
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g.
Prior Agreements Superseded. This Contract constitutes the sole and only
agreement of the parties to the Contract and supersedes any prior understanding or written
or oral agreements between the parties concerning the purchase of the Property.
h. Gender. Words of any gender used in this Contract shall be held and construed
to include any other gender, and words in the singular number shall be held to include the
plural, and vice versa,unless the context requires otherwise.
1. Effective Date. The Effective Date of this Contract shall be the date the
Contract is escrowed with the title company together with the Earnest Money.
j. Time of Essence, Calendar Days and Deadlines. As used herein, "days" shall
mean and refer to calendar days but if a deadline falls or notice is required on a Saturday,
Sunday or legal banking holiday, the deadline or notice shall be extended to the next
calendar day which is neither a Saturday, Sunday nor a legal banking holiday. Time is of
the essence for performance of all conditions and obligations under this Contract.
k. Multiple Counterparts. Counterparts of this Contract may be executed in one or
more counterparts, and all so executed shall constitute one (1) agreement, binding upon
the parties hereto, and notwithstanding that all of the parties are not signatories to the
same counterparts.
Executed by Seller on
� - 2014.
SELLER:
Nick E. Irunan
•
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Executed by Purchaser on ,2014.
PURCHASER:
CITY OF ROUND ROCK,TEXAS
BY:
Alan McGraw,Mayor
ACKNOWLEDGEMENT BY TITLE COMPANY
Title Company executes this Contract solely for the purpose of: (i) acknowledging
that receipt of the Contract and the Deposit and (ii) setting forth the Effective Date.
TITLE COMPANY
Texas American Title Company
By:
Print Name:
Title:
Effective Date: ,2014
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• SNS ENGINEERING, INC.
12466 Los Indios Trail, Suite 101 /U •i' Gc�LaG� _
Austin, Texas 78729 (2 .d-(t• EXHIBIT
. (512) 335-3944 • (512) 250-8685 (Fax) ,T,W 226/48. J85/58 Date: 02-21-200/ EXHIBIT
b 1
REAL ESTATE CONTRACT
1. PARTIES. The parties to this Contract are:
a. Seller:Nick E. Inman
20100 Cameron Road
Coupland, TX 78615
b. Purchaser: City of Round Rock
221 E.Main St.
Round Rock,TX 78664
2. PROPERTY. Seller agrees to sell and convey, and Purchaser agrees to purchase
and pay for certain real property in Round Rock, Williamson County, Texas, described as
follows:
2.486 acres of land in the P.A.Holder Survey, Williamson County, Texas as more
particularily described by metes and bounds in Exhibit"A", attached hereto and
incorporated herein for all purposes;
together with all of Seller's rights and
appurtenances
Seller in and to anyproperty,
and all easement ,gs
without limitation, any right, title, and interest
and adjacent, streets, roads, alleys, or rights-of-way(the"Property").
3. PURCHASE PRICE. Purchaser agrees to pay as the purchase price for the
Property the sum of$615,000.00 in cash at Closing.
4. ESCROW DEPOSIT. Upon execution of this Contract, by b
of$1h Seller
and
Purhaser, Purchaser agrees to deliver a cash Escrow Deposit in the amount
0,
to be held in escrow by the Title Company as Escrow Agent pursuant to the terms of this
Contract. Failure by Purchaser to timely deposit the Escrow Deposit with the Title
Company shall result in the automatic termination of this Contract, and neither party
hereto shall have any further obligation thereunder. If requested by Purchaser, the
Escrow Agent is authorized to place the Escrow Deposit in an interest bearing account at
a financial institution whose accounts are insured by an agency of the federal government,
and the interest earned on such funds shall be recognized by Purchaser for federal income
tax purposes, but shall be paid to the party entitled to receive the Escrow Deposit under
the terms of this Contract.
00312048.DOC
R-2014-1841 •
5. INDEPENDENT CONTRACT CONSIDERATION. On or before the Effective
Date, Purchaser shall deliver to Seller in cash the sum of $100.00 (the "Independent
Contract Consideration"), which amount has been bargained for and agreed to as
consideration for Purchaser's exclusive option to purchase the Property and the right of
investigation and inspection granted herein, and for Seller's execution and delivery of this
Contract. The Independent Contract Consideration is in addition to and independent of
all other consideration provided in tl1s Contract, and is nonrefundablin Contract Consideration shall be crall editedto wards
However, at Closing, the Independent
the Purchase Price.
6. TITLE COMMITMENT AND SURVEY.
a. Title Commitment. Within fifteen (15) days after the Effective Date, Seller
shall deliver or cause to be delivered to Purchaser, at Seller's cost, a Commitment for
Title Insurance ("Title Commitment") from Texas
e;llllAmerican ent sha111tle set fo�thlthe status of the
any at 1001 S.
Mays St.,Round Rock, TX 78664. The Title
title of the Property and show all liens, claims, encumbrances, easements, rights-of-way,
encroachments, reservations, restrictions, and any other matters affecting the Property.
The Title Company shall furnish a copy of all documents referred to in the Title
Commitment, including, but not limited to, deeds, lien instruments, plats, reservations,
restrictions, and easements.
b. Survey. Within thirty (30) days after the Effective Date, Seller shall cause to be
prepared, at Seller's expense, a current Category 1A, Condition II survey or surveys of
the Property acceptable to the title company for the purposes of issuing the Title
Commitment (' Survey )prepared by a registered or licensed public surveyor. The Survey
(s) shall include: (i) the perimeter boundaries and dimensions of the Property; (ii) the
location of all improvements, any easements, set-back lines, encroachments, overlaps,
roadways or waterway; and (iii) the location of any flood plain which exists on the
Property or any portion thereof.
c. Review of Title Commitment and Survey. Purchaser shall have fifteen (15)
days after receipt of the Title Commitment and Survey, in which to examine those
documents and to specify to Seller those items reflected thereon which Purchaser will
accept as permitted exceptions to title ("Permitted Exceptions"), and those items which
Purchaser finds objectionable ("Title Objections"), Seller, at its discretion, may correct or
remove all Title Objections, give Purchaser written notice thereof, and deliver an
- 2 -
amended Title Commitment and Survey reflecting the correction or deletion of such
matter. If Purchaser does not deliver to Seller fifteen (15) days after receipt of the title
commitment and supporting documents and updated survey, a written notice specifying
those items which are Permitted Exceptions and Title Objections within the above-stated
•
time period, then all of the items reflected on the Title Commitment shall be considered to
be Permitted Exceptions.
d. Uncorrected Title Objections. If Seller fails to cause all of the Title Objections
to be corrected within fifteen (15) days after receipt of Purchaser's notice to Seller of the
Title Objections, Seller shall give written notice to Purchaser that Seller cannot or will not
correct or remove all of the Title Objections, and Purchaser shall have the following
rights only:
(1) Purchaser may terminate this Contract by giving Seller written notice
thereof within fifteen (15) days after receipt of written notice from Seller, in which event
the Escrow Deposit shall be returned to Purchaser, and both parties shall be released from
all further obligations under this Contract; or
(2) Purchaser may elect to purchase the Property subject to the Title
Objections not so corrected or removed, in which event the uncorrected and unremoved
Title Objections shall be deemed waived by Purchaser and shall thereafter be Permitted
Exceptions under this Contract.
7. FEASIBILITY PERIOD. Purchaser shall have until ninety (90) days after the
Effective Date (the "Feasibility Period"), for the right of investigation and inspection of
the Property to determine whether or not Purchaser desires to proceed with the purchase
of the Property.
a. Access and Indemnity. Purchaser and Purchaser's agents shall have the right of
access to the Property during the Feasibility Period for the purpose of conducting such
•
investigation and inspection. Purchaser agrees to provide Seller with copies of all written
tests, studies, investigations, and other reports conducted by Purchaser, Purchaser's
engineers, and other representatives of Purchaser pertaining to the Property. Purchaser
shall not cause or permit damage or injury to be done to the Property, and Purchaser shall
repair any damage or injury to the Property resulting from Purchaser's investigation and
inspection of the Property. Purchaser shall indemnify and hold harmless Seller on
account of any claims, causes of action, damages, costs and expenses (including
attorney's fees) arising out of or relating to the acts of Purchaser, its agents and
- 3 -
employees under the provisions of this section. This indemnity shall survive the
termination of this Contract.
ility
b. Termination of Contract. If during or upon expiration
transaction,the
en PPurbhase pshall,
eriod
Purchaser determines not to go forward and close this
no later than the date of expiration of the Feasibility Period, give Seller written
notification of such. However, if Purchaser does not timely provide written notice to
Seller of Purchaser's acceptance or non-acceptance of the Property by the expiration of
the Feasibility Period by such date then it shall be conclusively deemed that the Property
is suitable for Purchaser's intended use. If Purchaser gives timely written notice of its
non-acceptance of the Property, Seller may retain the Independent Consideration, but the
Earnest Money shall be refunded to the Purchaser, and both parties shall be released from
all further obligations under this Contract. It is agreed by the parties that in the event that
this Contract is terminated after the expiration of the Feasibility Period, for any reason
other than a default by Seller, the Earnest Money (which will include the Additional
Earnest Money, if any) shall be retained by Seller as liquidated damages.
8. CONDEMNATION. In the event of a taking by condemnation or similar
proceedings or actions of only a portion of the Property, Purchaser shall have the option
to terminate this Contract upon written notice to Seller prior to Closing, in which event
the Earnest Money shall be promptly refunded by the Title Company to Purchaser,and
neither Purchaser nor Seller shall have any further rights or obligations hereunder except
with respect to any waivers and releases, warranties, representations, obligations or
indemnities which specifically survive termination of this Contract. If Purchaser does not
exercise its option to so terminate this Contract, then the Contract shall remain in MI
•
force and effect and Seller shall assign or pay to Purchaser at Closing Seller's interest in
and to any and all condemnation awards or proceeds from any such proceedings or
actions in lieu thereof.
9. PRE-CLOSING REPRESENTATIONS OF SELLER. Seller has not made any
representations or warranties of any kind to Purchaser not expressly contained in this
Contract. Where the terms "to the best of Seller's knowledge" or words of similar import
are used herein, it shall mean Seller's actual, current knowledge and not any constructive
or imputed knowledge. Moreover, no inference or implication shall be drawn that Seller
has made any independent investigation withrespect
the thatSellerhas no such to f the representationduty.
Subject
or warranty based on knowledge, and purchaser g
Subject to the foregoing, Seller represents, covenants and warrants as follows:
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a. The person signing this Contract has the full right, power and authority to enter
into this Contract on behalf of Seller.
b. The Property is free and clear of all mechanic's liens, liens, mortgages, or •
encumbrances of any nature except those which are to be satisfied on or before Closing.
c. Seller has not entered into an earnest money contract with any other potential
Purchasers.
d. There is no suit, action, legal or other proceeding pending, or to the best of
Seller's knowledge,threatened, which affect the Property.
e. Seller has no knowledge of any pending or threatened requests, applications or
proceedings to alter or restrict the zoning or other use restrictions applicable to the
Property; Seller has received no notice from any municipal, state, federal or other
governmental authority of zoning, building,
fire, water, use, health, environmental or
other statute, ordinance, code or regulatory violations issued in respect of the Property
which have not been heretofore corrected.
f. Seller has never, nor, to Seller's best knowledge, has any previous owner of the
Property or any other party ever generated, stored or disposed of any Hazardous
Substances on the Property or transported from the Property to any other location. Seller
shall upon the effective date hereof, deliver to Purchaser all written soil, utility,
environmental and feasibility reports previously prepared relating to the Property, which
are in the possession or under the control of Seller. "Hazardous Substances" means any
substance which is (i) designated, defined, classified, or regulated
asant s a ted asthe a
substance, hazardous material, hazardous waste,, p ai
t, or Resource Conservation and Recovery Act and/or the Comprehensive Environmental
Response Compensation and Liability Act, (ii) petroleum hydrocarbon,(iii) including
cldi gfriable
crude
oil or any fraction thereof and all petroleum products, PDB's, (iv) lead,
asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive
materials.
g. Seller has not retained any person or firm to file a notice of protest against, or to
commence any action to review, any real property tax assessment against the Property or
any portion thereof and, to Seller's best knowledge, no such action has been taken by or
on behalf of any other party.
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h. Seller has not received any notice of any condemnation or similar proceedings
having been instituted or threatened against the Property or any part thereof nor, to
Seller's best knowledge, is any such proceeding threatened or contemplated of which
Seller has not received formal notice.
i. There are no outstanding written or oral leases or agreements relating to the use
or possession of the Property.
j. Seller will not, without the prior written consent of Purchaser, permit any
structural modifications or additions to the Property.
k. Seller will promptly pay and discharge all ownership, leasing, operating,
management and maintenance fees, costs and expenses incurred with respect to periods
prior to the Closing, specifically including, without limitation, costs and expenses relating
to materials supplied and labor performed.
1. At Closing, Seller will have good and indefeasible title to the Property, subject
only to the Permitted Exceptions and matters of record in the real property records of the
county where the Property is located.
m. There are no parties in possession of any portion of the Property except for the
Seller. To the best of Seller's knowledge, ere are no adverse parties in possession of any
portion of the Property whatsoever.
n. All assessments, payback agreements or other charges for utilities, roads, or the
widening of such roads, or any other fees imposed by any governmental or quasi-
governmental authority with respect to the Property which are due and payable have been
paid in full and Seller has knowledge of any future assessments or fees that may become
due and payable.
10. PRE-CLOSING REPRESENTATIONS OF PURCHASER.
a. Purchaser's Authority. The person signing this Contract has the full right,
power and authority to enter into this Contract on behalf of Purchaser.
b. Signs. Prior to Closing, no sign shall be erected on the Property without
Seller's prior written consent.
• - 6 -
•
11. CLOSING.
a. Date and Place. The Closing of the sale of the Property by Seller to Purchaser
shall occur on or before thirty (30) days after the expiration of the Feasibility Period. The
Closing shall occur in the offices of the Title Company.
b. Seller's Obligations at Closing. At the Closing, Seller, at Seller's sole cost and
expense, shall deliver, or cause to be delivered,to Purchaser the Following:
(1) Special Warranty Deed. Seller shall execute and deliver to the Title
Company for recording a Special Warranty Deed conveying the Property to Purchaser,
subject to the Permitted Exceptions and all approved easements and restrictions of record
which affect the Property.
(2) Owner's Title Policy. Seller shall cause the Title Company to issue and
deliver to Purchaser an owner's policy of title insurance ("Owner's Title Policy") in the
amount of the Purchase Price insuring that Purchaser is owner of the Property, subject
only to the Permitted Exceptions to be attached to the Deed as an Exhibit, and the
standard printed exceptions included in tOYceptionTitle
for s standbycy form fees
promulgated by the State Board of Insurance. The standard
and taxes shall be limited to the year in which the Closing occurs.
(3) Certificate of Non-Foreign Status. Seller shall deliver to Purchaser an
affidavit on behalf of Seller certifying the non-foreign status of Seller.
(4) Closing Statement. Seller shall execute and deliver to Purchaser and to the
Title Company the closing statement in the form to be provided by the Title Company
with the Purchase Price, closing costs, prorations and credits provided for in this
Contract.
(5) Other Instruments. Seller shall execute and deliver such other documents
as are customarily executed in Texas in connection with the conveyance of real property,
including all required releases, certificates, affidavits, and any other instruments required
by the Title Company.
(6) Possession. Seller shall deliver possession of the Property to Purchaser on
the Closing Date.
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(7) Ancillary Property Rights. If applicable, Seller shall assign any ancillary
Property Rights to the Property which Sellers owns and which the Title Company deems
customary to transfer.
c. Purchaser's Obligations at Closing.
(I) Payment of Purchase Price. At the Closing, Purchaser shall pay the cash
portion of the Purchase Price, subject to any adjustments for prorations and other credits
provided for in this Contract.
(2) Acceptance of Documents. Purchaser shall transfers accept
all documents� ents evidenced
xecuted
and delivered by Seller and the conveyances,
thereby, and shall execute and deliver all such documents that require Purchaser's
execution.
(3) Certificate of Authority. Purchaser
tionshall deliver
scribedinthis Contract certificate
act and
authority on behalf of Purchaser authorizing the
the execution of the documents by the appropriate person, in form and substance
reasonably required by Seller.
(4) Closing Statement. Purchaser shall execute and deliver to Seller and to the
Title Company the closing statement in the form to be provided by the Title Company
with the Purchase Price, closing costs, prorations and credits provided for in this
Contract.
d. Tax Proration.
Real estate, ad valorem, and other state, county and municipal
taxes, charges and assessments (special or otherwise), on the basis of the calendar year for
which the same are levied, imposed or assessed, and regardless of when the same become
a lien or are payable, shall be adjusted between Seller and Purchaser and shall be prorated
on a per diem basis as of midnight of the day preceding the date of Closing. If the rate of
any such taxes, rents, charges or assessments shall not be fixed prior to the Closing, the
adjustment thereof at the Closing shall be upon the basis of the rate for the preceding
calendar year applied to the latest assessed valuation(or other basis of valuation) between
Seller and Purchaser, if necessary,when the actual tax figures are available.
e. Closing Costs. Seller and Purchaser each agree to pay the following costs at the
Closing:
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(1) Paid By Seller. Seller agrees to pay the cost of the Owner's Title Policy
•
and any endorsements, the cost of the survey, the cost of preparing the Special Warranty
•
Deed and other conveyance documents; the cost of preparing and recording any releases
and other documents necessary to convey the Property in accordance with this Contract;
one-half(1/2) of any escrow or closing fee charged by the Title Company; and any other
similar closing costs customarily paid by a seller of real property.
(2) Paid By Purchaser. Purchaser agrees to pay for recording fees, copies of
restrictions and easements, expenses stipulated to be paid by Purchaser under other
provisions of the Contract, and one-half(1/2) of any escrow or closing fee charged by the
Title Company and any other similar closing costs customarily paid by a purchaser of real
property.
12. DEFAULTS AND REMEDIES.
a. Purchaser's Default and Seller's Remedies. If Purchaser is in default under this
Contract, Seller may, at Seller's•sole option and as Seller's sole remedy, terminate this
Contract by written notice to Purchaser and receive the Escrow Deposit and Additional
Escrow Deposit (which shall be delivered to Seller defaulted the
r tCompahis on��ua�)re iteipt of
being
written notice from Seller that Purchaser has
agreed between Purchaser and Seller that such amount shall be liquidated damages for a
default of Purchaser under this Contract because of the difficulty, inconvenience, and
uncertainty of ascertaining actual damages for such uncertainty of ascertaining actual
damages for such default. This limitation of remedies provision shall not apply to or
affect Purchaser's indemnities of Seller in this Contract.
b. Seller's Defaults and Purchaser's Remedies. If Seller is in default under this
Contract, Purchaser may, at Purchaser's sole option and as Purchaser's sole remedy, do
either of the following: (1) terminate this Contract by written notice delivered to Seller on
or before the date of Closing and receive the Escrow Deposit, which shall be delivered to
Purchaser by the Title Company on receipt of written notice from Purchaser that Seller
has defaulted under this Contract, or (2) enforce specific performance of this Contract
against Seller, provided, however, that Purchaser's right to enforce specific performance
against Seller shall be subject to Purchaser's tendering performance, including but not
limited to the payment of the Cash Purchase Price.
c. Attorney's Fees. If either party to this Contract defaults in the performance
required hereunder, and the non-defaulting party employs an attorney to enforce the terms
- 9 -
hereof, party suchnon-defaulting shall be entitled to reasonable attorney's fees from the
defaulting party.
13. BROKERS AND COMMISSIONS.
a. Brokers. Seller represents that it has not dealt with any real estate agent,
salesperson, broker or finder in connection with this Contract other than O'barr Rost
("Seller's Broker"). Purchaser represents that it has not dealt with any real estate agent,
salesperson, broker or finder in connection with this Contract or the purchase of the
Property. If and only if the Closing occurs in accordance with the terms of this Contract,
Seller shall pay (1-161) commission to Seller's Broker, at Closing. If the Closing does not
occur, then no commission payment is earned or due. The Seller's Broker is not a party to
this Contract and Broker's consent or signature is not required to amend or terminate this
Contract. Purchaser and Seller agree to indemnify, defend and hold harmless the other
party from and against any and all brokerage and finder's fee claims, losses, damages,
costs or expenses arising out of or resulting from any agreement, arrangement or
understanding made or alleged to have been made by the indemnifying party. The
representations and indemnifications in this paragraph survive each Closing and the
termination of this Contract.
b. Notice. As required by the Texas Real Estate License Act, any broker has
advise Purchaser that Purchaser should have the abstract covering the Property examined
by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or
obtain a policy of title insurance. By signing this Contract, Purchaser acknowledges
receipt of this notice.
14. MISCELLANEOUS.
a. Assignment of Contract. This Contract may not be assigned by Purchaser
without the prior written consent of Seller.
b. Survival of Covenants. Any of the representations, warranties, covenants, and
agreements of the parties, as well as any rights and benefits of the parties, pertaining to a
period of time following the Closing shall survive the Closing and shall not be merged
therein.
c. Notice. Any notice required or permitted to be delivered under this Contract
shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or
- 10 -
•
other overnight delivery service, telecopy, or hand delivery, or (ii) three (3) business days
after being sent by United States mail, postage prepaid, certified mail, return receipt
requested, addressed to Seller or Purchaser, as the case may be, at the address stated in
Section 1. Copies of all notices shall also be sent concurrently to Seller's or Purchaser's
attorney, as appropriate, at the following addresses:
Seller's Attorney:
Telephone Number: ( )=
Email:
Purchaser's Attorney: Steve Sheets
309 E. Main St.
Round Rock, TX 78664
Telephone Number: (512)255-8877
steveb.sciTlaw.com
A party may change its address or the address of its attorney for notice upon written
notice to the other party pursuant to the terms hereof.
d. Texas Law to Apply. This contract shall be construed under and in accordance
with the laws of the state of texas, and all obligations of the parties created by this
contract are performable in Williamson County, Texas,which is the county of jurisdiction
and venue for all disputes arising hereunder.
e. Parties Bound. This Contract shall be binding upon and inure to the benefit of •
the parties to this Contract and their respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the limitations in paragraph 16a.
f. Legal Construction. In case any one or more of the provisions contained in this
Contract shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provision
of the Contract, and this Contract shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in the Contract.
- 11 -
g. Prior Agreements Superseded. This Contract constitutes the sole and only
agreement of the parties to the Contract and supersedes any prior understanding or written
or oral agreements between the parties concerning the purchase of the Property.
h. Gender. Words of any gender used in this Contract shall be held and construed
to include any other gender, and words in the singular number shall be held to include the
plural, and vice versa,unless the context requires otherwise.
i. Effective Date. The Effective Date of this Contract shall be the date the
Contract is escrowed with the title company together with the Earnest Money.
j. Time of Essence, Calendar Days and Deadlines. As used herein, "days" shall
mean and refer to calendar days but if a deadline falls or notice is required on a Saturday,
Sunday or legal banking holiday, the deadline or notice shall be extended to the next
calendar day which is neither a Saturday, Sunday nor a legal banking holiday. Time is of
the essence for performance of all conditions and obligations under this Contract.
k. Multiple Counterparts. Counterparts of this Contract may be executed in one or I.
more counterparts, and all so executed shall constitute one (1) agreement, binding upon
the parties hereto, and notwithstanding that all of the parties are not signatories to the
same counterparts.
Executed by Seller on
- 4 , 2014.
SELLER:
Nick E. Imnan
- 12 -
Executed by Purchaser on lullarr ✓'
2014.
PURCHASER:
CITY OF ROUND ROCK, TEXAS
BY: ni/ V
Alan McGraw,Mayor
ACKNOWLEDGEMENT BY TITLE COMPANY
Title Company executes this Contract solely for the purpose of: (i) acknowledging
that receipt of the Contract and the Deposit and (ii) setting forth the Effective Date.
TITLE COMPANY
Texas American Title Company
By:
Print Name:
Title:
Effective Date: ,2014
- 13 -
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MUST •`cT�� q 1413 .�,2-I i
' I BT CORDTHA
TY T THE ABOVE SURAtE TAS LADE THIS DAY ON THE GROUND AND U TOV!AND CORRECT.ANO TIIAT .I.�..EIFC05TO'.-4Ov/J/
THERE ARE NO DISCREPANCIES,CONCOCTS.SHORTAGES IN AREA EIICROACIII2MT5.VISIBLE UTILITY Clots OR ROADS IN •y"..•......
PLACE EXCEPT A9 Shower HEREON AND SAID PROPERTY NAS ACCESS TO A DEDICATED ROADWAY.EXCEPT AS SH0TN HERCOR, V TA V
SNS ENGINEERING, INC.
12466 Los Indios Trail, Suite 101 i +
Austin, Texas 78729{' ��� - EXHIBIT
(512) 335-3944 * (512) 250-8685 (Fax) ,qty 226/45. 356/58 Dale: 02-21-2007
76.,.
� 77A77
1