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R-10-03-11-10C3 - 3/11/2010RESOLUTION NO. R -10-03-11-10C3 WHEREAS, the City desires to purchase a 1.363 acre tract of land located along RM 620 and Deep Wood Drive for the Arterial C Project, and WHEREAS, Robinson Land Limited Partnership et al., 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 Robinson Land Limited Partnership et al., 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 llth day of March, 2010. )41 AMCGRAW, Mayor City of Round Rock, Texas ATTEST: .9444A, utfutt SARA L. WHITE, City Secretary 0:Awdox\SCCIctsVO112\1005\MUNICIPAL\00184905.DOC-/r c EXHIBIT REAL ESTATE CONTRACT Deep Wood Dr. - Robinson Land Limited Partnership STATE OF TEXAS COUNTY OF WILLIAMSON THIS REAL ESTATE CONTRACT ("Contract") is made by and between Robinson Land Limited Partnership, a Texas limited partnership; Robinson 1991 Land Limited Partnership, a Texas limited partnership; GER Land Partnership, Ltd, a Texas limited partnership; Robinson Ranch, a Texas general partnership; A. H. Robinson, III, Trustee of the A.H. Robinson, III Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr. and Co -Trustee of the A.H. Robinson, III, Lifetime Trust; John Oscar Robinson, Co -Trustee of the A. H. Robinson, III., Lifetime Trust; Flora Robinson Cosper, Trustee of the Flora Robinson Cosper Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr. and Co -Trustee of the Flora Robinson Cosper Lifetime Trust; Lila Virginia Tyler Fleming, Co -Trustee of the Flora Robinson Cosper Lifetime Trust; Carla Robinson Allen, Trustee of the Carla Robinson Allen Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr. and Co -Trustee of the Carla Robinson Allen Lifetime Trust; Anton Alien, Co -Trustee of the Carla Robinson Allen Lifetime Trust and J. P. Morgan Chase Bank, N.A., Trustee of the T. Scott Robinson Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr. and Trustee of the Thomas Scott Robinson Lifetime Trust (collectively, "Seller") (collectively referred to in this Contract as "Seller") and the CITY OF ROUND ROCK, TEXAS (referred to in this Contract as "Purchaser"), upon the terms and conditions set forth in this Contract. ARTICLE I. PURCHASE AND SALE 1.01 Property. By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract of land described as follows: 1.363 acres, more or less, out of the Jacob M. Harrell Survey, Abstract 284 in Williamson County, Texas, as described in Exhibit "A" attached hereto and made a part hereof for all purposes, (the "Property"), together with all and singular the rights and appurtenances pertaining to the Property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way to the centerline thereof, and any improvements and fixtures situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II. EARNEST MONEY; PURCHASE PRICE 2.01 Earnest Money. (a) Within five business days from the Effective Date of this Contract, as defined in Section 9.09, below, Purchaser must deposit with Heritage Title Company of Austin, Inc. (Attn: Brenda Hindman), 401 Congress Ave., Ste. 1500, Austin, Texas 78701 (the "Title Company"), a fully executed copy of this Contract and the suer of $5,000 as earnest money to bind this sale (the "Earnest Money"), in cash or other immediately available fiords. The Earnest Money will, under all circumstances, be nonrefundable to Purchaser, but will apply to the Purchase Price of the 0'.MJottSCCint101 uA71 MITONf RACP0018J 75J.DOC Property if Purchaser elects to close. The Earnest Money will be deposited and held by the Title Company in an interest-bearing account and all accrued interest accrued thereon will be deemed to constitute a portion of the Earnest Money. The Earnest Money will be applied to the Purchase Price at closing or otherwise delivered to the party entitled thereto pursuant to this Contract. (b) If Purchaser fails to deposit the Earnest Money as required herein, then Seller may, as its sole and exclusive remedy, terminate this Contract by written notice to Purchaser at any thne prior to the deposit of the Earnest Money. 2.02 Amount of Purchase Price. The purchase price for the Properly ("Purchase Price") shall be the sum of THREE HUNDRED TWENTY-FIVE THOUSAND FIVE HUNDRED THIRTY AND NO/100'S DOLLARS ($325,530.00). 2.03 Payment of Purchase Price. The Purchase Price shall be payable in cash at the closing. 2.04 Public Improvements. As additional consideration for the sale and purchase of the Property, Purchaser agrees to cause the construction of the following public improvements (collectively, the "Public Improrentents"): (i) widening of Smyers Lane at its intersection with Wyoming Springs Drive to provide separate right and left turn lanes for eastbound traffic; and (ii) construction of a storm sewer tie- in near the intersection of Smyers Lane and Wyoming Springs Drive. A schematic of the Public Improvements is shown in Exhibits "B" and "C", attached hereto and incorporated herein for all purposes. This obligation of Purchaser will survive Closing. Purchaser has included the Public Improvements in the bid documents for the Wyoming Springs construction project, which is scheduled to begin construction on December 4, 2009. Purchaser agrees to complete the Public Improvements on or before September 30, 2010. ARTICLE III. PURCHASER'S OBLIGATIONS 3.01 Conditions to Purchaser's Obligations. The obligations of Purchaser hereunder to consununate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the closing). 3.02 Title Commitment. Purchaser, at Purchaser's sole cost and expense, has caused the Title Company to issue a preliminary title report (the "Title Commitment") and to deliver the Title Commitment together with copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. Purchaser shall provide Seller with a copy of the Title Commitment and recorded documents within five days of the Effective Date, as defined in Section 9.09, below. In the event that title to the Property is not satisfactory to Purchaser, Purchaser shall give written notice to Seller of any objections it may have within 15 days of the Effective Date. Seller may, but shall have no obligation to, provide Purchaser with any assistance reasonably requested to eliminate or modify such matters. If Seller is unable or unwilling to eliminate or modify any exception as to which Purchaser objects, Seller will notify Purchaser and Purchaser may, as its sole and exclusive remedy, either waive the exception and close, or terminate this Contract by delivering written notice of termination to Seller and the Title Company within 15 days after receipt of Seller's notice, in which case the $1,000 of the Earnest Money will be paid to Seller as consideration for this Contract (the "Contract Consideration"), the balance of the Earnest Money will be returned by the Title Company to Purchaser and this Contract will be of no further force or effect. Olw-.kMSCCNtt019917170.2'.COV7RACM)1 bJ 73J.DOC 2 If Purchaser fails to give notice of termination within this 15 -day period, Purchaser will be deemed to have waived any uncured exceptions. 3.03 Survey. (a) Within 30 days after the Effective Date, Purchaser, at Purchaser's expense, will obtain a current on -the -ground staked survey ("Survey") of the Property prepared by a surveyor acceptable to Seller (the "Surveyor"). The Survey will be in a form and substance acceptable to Purchaser, Seller, and the Title Company and will (i) reflect the location and actual dimensions of, and the total square feet within the Property; (ii) identify and locate any rights-of-way, easements, setback lines, improvements and encroachments, and other matters or encumbrances affecting the Property which are either visible or of record in Williamson County, and (iii) include the Surveyor's registration number, the date of the Survey and a narrative certificate acceptable to Seller and Purchaser. (b) Purchaser will provide Seller with a copy of the Survey for review and approval within 30 days after the Effective Date. If the Survey is not acceptable to Seller, Seller will give written notice to Purchaser within 10 days of receipt, specifically advising Purchaser of the unacceptable features of the Survey and the Survey will be revised accordingly. If Seller and Purchaser are unable to agree on the Survey within 45 days of the Effective Date, Purchaser's sole and exclusive remedy will be to terminate this Contract and in such case, the Contract Consideration will be paid to Seller, the balance of the Earnest Money will be returned to Purchaser and, thereafter, neither party will have any further rights or obligations hereunder. After the Survey has been approved by Purchaser and Seller, the legal description of the Property from the Survey will be substituted for the description of the Property contained herein as if the legal description from the Survey had originally been a part of this Contract. The approved legal description will also be used in all documents prepared in connection with the closing that require a legal description of the Property. 3.04 Miscellaneous Conditions. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE IV. CONDITION OF SALE 4.01 Threat of Condemnation; Sale "As Is". Purchaser is a governmental entity with the power of eminent domain, and the Property is being conveyed to Purchaser under threat of condemnation. Accordingly, Seller is selling the Property to Purchaser on an "As Is" basis, and without any representations or warranties other than those expressly set forth in this Contract. Purchaser agrees that, anything herein to the contrary notwithstanding, if Purchaser closes its purchase of the Property, Purchaser will be doing so based upon its own studies and conclusions, and not based upon any representations or warranties of Seller or any agent of Seller other than those expressly contained in this Contract. Seller specifically disclaims all implied warranties concerning the Property, including the implied warranties of habitability, merchantability, or fitness for a particular purpose. Further, Seller makes no warranties regarding endangered species or environmental conditions. Purchaser agrees that this provision of the Contract is a material portion O. lwdoi\SCC1nt:A17917120-2;CONIRAC )0183755.00C 3 of the consideration for the sale of the Property, and acknowledges that Seller would not agree to sell the Property to Purchaser on any other basis. The provisions of this Section will survive closing. ARTICLE V. CLOSING 5.01 Closing Date. The closing of the sale and purchase of the Property will occur within 30 days of Seller's approval of the Survey, or at such sooner time, date, and place as Seller and Purchaser may agree (which date is herein referred to as the "Closing Date"). 5.02 Seller's Obligations at Closing. At the closing, Seller shall: (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable, and taxes, penalties and interest for the year of closing and prior years arising due to a change in use or ownership of the Property, all of which will be assumed by Purchaser; (b) Any exceptions approved or waived by Purchaser pursuant to Article 111 hereof; and (c) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Title Company, in Purchaser's favor in the full amount of the Purchase Price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: (a) The boundary and survey exceptions shall be deleted, at the expense of Purchaser; (3) (b) The exception as to restrictive covenants shall be endorsed "None of Record", except as to any restrictive covenants permitted by this Contract. Deliver to Purchaser possession of the Property. (4) Seller will also deliver any other documents or evidence of authority required by the Title Company or this Contract. 5.03 Purchaser's Obligations at Closing. At the closing, Purchaser shall pay the Purchase Price in full, m cash or other immediately available funds. Purchaser will also deliver any other documents or evidence of authority required by the Title Company or this Contract. 0.MoaNSCCIntiD199171704 CONTAACTV)0193153.DOC 4 5.04 Prorations General real estate taxes for the then -current year relating to the Property shall be prorated as of the Closing Date, shall be adjusted in cash at the closing and assumed by Purchaser at closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the applied to the latest agricultural value appraisal. Purchaser acknowledges that the value of the Property for ad valorem tax purposes is currently determined by a special appraisal method that allows for appraisal of the Property at less than its market value ("Agricultural Value Appraisal"). Taxes for the year of closing and prior years based on the Agricultural Value Appraisal will be paid by Seller; however, any supplemental taxes for the year of closing and any rollback taxes, supplemental taxes, penalties and interest levied against the Property relating to any period prior to the date of closing due to the sale of the Property or a change in use or ownership of the Property ("Rollback Taxes") will be assumed by Purchaser at closing and paid by Purchaser when assessed. The agreernent of the parties under this Section will survive closing. Closing Costs 5.05 All costs and expenses of closing the sale and purchase of the Property shall be borne and paid as follows: Owner's Title Policy and Survey to be paid by Purchaser. Deed, tax certificates, and title curative matters, if any, paid by Purchaser. All other closing costs shall be paid by Purchaser. Attorney's fees paid by each respectively. ARTICLE VL BREACH BY SELLER 6.01 Purchaser's Remedy. In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default or termination of this Contract, Purchaser may, as its sole and exclusive remedy, terminate this Contract and request that the Earnest Money be forthwith returned by the Title Company to Purchaser. ARTICLE VII. BREACH BY PURCHASER 7.01 Seller's Remedy. In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Seller not being in default hereunder, Seller shall have the right to terminate this Contract and receive the Earnest Money from the Title Company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. 0,U,So l$CCIals'819%7124YCON RAC1`W1837333)OC 5 ARTICLE VIII. MISCELLANEOUS 8.01 Notice Regarding Possible Liability for Additional Taxes. If for the current ad valorem tax year the taxable value of the land that is the subject of this Contract is determined by a special appraisal method that allows for appraisal of the land at Less than its market value, the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the land. The taxable value of the land and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the Iand is located. 8.02 Water and Sewer Service Notice. Attached as Exhibit "D" is a disclosure required by Section 13.257 of the Texas Water Code informing Purchaser that the Property is situated within the service area of the City of Round Rock. A confirmation copy of the attached disclosure will be executed by Seller and Purchaser at closing. ARTICLE IX. MISCELLANEOUS 9.01 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the following addresses: Seller: with copy to: Purchaser: with copy to: 0.1,43115CcInts11194.nb-ZCONTRACT001333s3.DOC Robinson Land Limited Partnership, et al. c/o Spike Robinson P.O. Box 9556 Austin, Texas 78766 Telephone: (512) 255-3646 Email: rskruhak@austinwhitelime.com Sue Brooks Littlefield Armbrust & Brown, L.L.P. 100 Congress Ave., Ste. 1300 Austin, Texas 78701 Telephone: (512) 435-2327 Email: slittlefield(abaustin.com City of Round Rock, Texas 221 East Main Street Round Rock, Texas 78664 Telephone: (512) 218-5400 Sheets & Crossfield, P.C. 309 East Main Street Round Rock, Texas 78664 Telephone: (512) 255-8877 6 9.02 Texas Law to Apply This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. 9.03 Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. 9.04 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, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein and, in lieu of each provision of this Contract that is illegal, invalid, or unenforceable, there will be added as a part of this Contract a provision as similar in terms to the illegal, invalid, or unenforceable provision as is possible, and is legal, valid, and enforceable. 9.05 Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 9.06 Time of Essence. Time is of the essence in this Contract. 9.07 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. 9.08 No Broker. No real estate broker has been involved in the negotiation of this sale, and each party indemnifies the other from any claims for commissions arising out of the actions of the indetnnifying party. 9.09 Effective Date. This Contract shall be effective as of the date that both Seller has executed this Contract and it has been approved by the City Council and executed by the City, which date is indicated beneath the Mayor's signature below (the "Effective Date"). 9.10 Counterparts. This Contract may be signed in multiple counterparts, with the same effect as if all parties had signed the same document. Signature by facsimile will be deemed to have the same effect as an original signature. 9.11 Exhibits. The following exhibits are attached to this Contract, and incorporated herein for all purposes: Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" OfaAloASCCIaleill77JI20-2.CON RACIVY118.1755.DOC Property Description Schematic of widening of Smyers Lane Schematic of Storm Sewer Tie-in Water and Sewer System Notice 7 OmlloASCCiMs,0199.7110.7CON1RACIYMH87757.000 SELLER: ROBINSON LAND LIMITED PARTNERSHIP, a Texas limited partnership By: ROBINSON ASSOCIATES, a Texas general partnership, its general partner By: A. H. Robinson, III, General Partner Date: By: John Oscar Robinson, General Partner Date: ROBINSON 1991 LAND LIMITED PARTNERSHIP, a Texas limited partnership By: A. H. Robinson, HI, General Partner Date: By: John Oscar Robinson, General Partner Date: 8 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT ClAsa i\SCCmtSO{59171MZC0\TRACN901113733DOC GER LAND PARTNERSHIP, LTD., a Texas limited partnership By: GER Family LLC, a Texas limited liability company, its general partner By: John Oscar Robinson, Manager Date: By: Patricia Robinson Tyler, Manager Date: ROBINSON RANCH, a Texas general partnership By: A. H. Robinson, III, as Trustee of the A. H. Robinson, III Exempt Lifetime Trust U/W of A. H. Robinson, Jr., as Trustee of the A. H. Robinson, III Non -Exempt Lifetime Trust U/W of A.H. Robinson, Jr., as Trustee of the A. H. Robinson, III Exempt Lifetime Trust U/W of Charlotte Dies Robinson Its: General Partner Date: 9 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT 0.1w& NSCC1nun15917 I 2a2coxrenncrvp183 753.DOC By: Flora Robinson Cosper, as Trustee of the Flora Robinson Cosper Exempt Lifetime Trust U/W A.H. Robinson, Jr., as Trustee of the Flora Robinson Cosper Non -Exempt Lifetime Trust U/W of A.H. Robinson, Jr., and as Trustee of the Flora Robinson Cosper Exempt Lifetime Trust, U/W of Charlotte Dies Robinson Its: General Partner Date: By: Carla Robinson Allen, as Trustee of the Carla Robinson Alien Exempt Lifetime Trust U/W of A.H. Robinson, Jr., as Trustee of the Carla Robinson Allen Non -Exempt Lifetime Trust U/W of A.H. Robinson, Jr., and as Trustee of the Carla Robinson Allen Exempt Lifetime Trust U/W of Charlotte Dies Robinson Its: General Partner Date: 10 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT By: J. P. Morgan Chase Bank, N.A., as Trustee of the Thomas Scott Robinson Exempt Lifetime Trust U/W A. H. Robinson, Jr., as Trustee of the Thomas Scott Robinson Non - Exempt Lifetime Trust U/W A. H. Robinson, Jr., and as Trustee of the Thomas Scott Robinson Exempt Lifetime Trust U/W of Charlotte Dies Robinson As Assignee of a partnership interest in the Robinson Ranch, a Texas general partnership, and signing as Assignee for the sole purpose of stating no objection to the transaction herein. By: Printed Name: Title: Date: By: GER 1999 Limited Partnership, a Texas limited partnership By: G. E. Robinson, LLC, a Texas limited liability company, its general partner By: John Oscar Robinson, Manager Date: A. H. Robinson, III, Trustee of the A. H. Robinson, III Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr., and Co - Trustee of the A. H. Robinson, III, Lifetime Trust Date: John Oscar Robinson, Co -Trustee of the A. H. Robinson, III, Lifetime Trust Date: o:;saAsccmnn15.5%7120-2,CONTw 011001 37s3.00c 11 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT 0Aw& ,sccmts'ni 9917120.2cOMRACM3193733.DOC Flora Robinson Cosper, Trustee of the Flora Robinson Cosper Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr., and Co -Trustee of the Flora Robinson Cosper Lifetime Trust Date: Lila Virginia Tyler Fleming, Co -Trustee of the Flora Robinson Cosper Lifetime Trust Date: Cada Robinson Allen, Trustee of the Carla Robinson Allen Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr., and Co - Trustee of the Carla Robinson Allen Lifetirne Trust Date: Anton Allen, Co -Trustee of the Carla Robinson Allen Lifetime Trust Date: J. P. Morgan Chase Bank, N.A., Trustee of the T. Scott Robinson Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr., and Trustee of the Thomas Scott Robinson Lifetime Trust By: Printed Name: Title: Date: 12 PURCHASER: City of Round Rock, Texas By: Date: at*doOSCCInu•A197171N}Y CONTRAC1 00183753.DOC Alati McGraw, Mayor 13 The undersigned Title Company hereby acknowledges receipt of a fully executed copy of this Contract and the Earnest Money, and agrees to hold and dispose of the Earnest Money in accordance with this Contract. Date: TITLE COMPANY: Heritage Title Company of Austin, Inc. By: Name: Title: 14 1.343 Acre Tract Page 1 ofd DESCRIPTION FOR A 1.363 ACRE TRACT OF LAND SITUATED IN THE JACOB M. IIARRELL SURVEY, ABSTRACT 284 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION A CALLED 18.904 ACRE TRACT IN DEED TO A. H. ROBINSON, III, ET AL, OF RECORD IN DOCUMENT NO. 2002071335 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 1,363 ACRE TRACT, AS SHOWN ON TFIE ACCOMPANYING SKETCH, IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a'/a ' iron rod with "Baker-Aicklen" cap found for a polus on the north right-of- way line of Ranch to Market 620 (right-of-way width varies), same being the southwest corner of said 18.904 acre tract, same being the southeast corner of Vista 620, a subdivision according to the plat of record in Cabinet EE, Slide 363 of the Public Records of said County, for the southwest corner and POINT OF BEGINNING hereof THENCE with the west line of said 18.904 acre tract, same being the east line of said Nista 620, N I P° 57' 18" W for a distance of 74.94 feet to a ''/a" iron rod with "Baker-Aicklen" cap set for the westenwwst coater hereof: THENCE departing the east line of said Vista 620, through the interior of said 18,904 acre tract, the following two (2) courses and distances: 1. N 02° 16' 59" E for a distance of 16.56 feet to a /" iron rod with "Baker-Aicklen" cap set for a point of curvature hereof, and 2. With the arc of a curve to the right, having a radius of 1125.00 feet, a delta of 17° 08' 33", an arc length of 336.59 feet and a chord which bears N 10° 51' 15" E for a distance of 335.34 feet to a ''VI" iron rod with "Baker-Aiekien" cap set for a point on the northwest line of said 18.904 acre tract, same being a point on the southeast line of Lot 9, Bock A, The Bluff at Oaklands, a subdivision according to the plat of record in Cabinet L, Slide 128 of the Public Records of said County for the northwest coveter hereof, from which an iron rod found with cap Labeled "CS LTD"., for the northwest corner of snid 18.904 acre tract, same being the northeast corner of said Vista 620, same being a point on the southeast line of said Lot 9 bears, S 66° 29' 03" W a distance of 131.52 feet; EXHIBIT iAu 1.363 Acre Tract Paget of 4 THENCE with the northwest line of said 18.904 acre tract, same being the southeast line of said Lot 9, N 66° 29' 03" E for a distance of 84.26 feet to a fence post found for the southeast corner of said Lot 9, same being the southwest corner of a 1.395 acre Parkland tract, of said The Bluff at Oaklands, Block A, of said subdivision for an angle point hereof; THENCE with the northwest line of said 18.904 acre tract, same being the southeast line of said 1.395 acre Parkland tract the following two (2) courses and distances: 1. N 66° 18' 38" E for a distance of 15.46 feet to a I_" iron rod with "Baker-Aiclzlen" cap set for an angle point hereof, and 2, N 69° 17' 21" E for a distance of 68.94 feet to a',/2" iron rod with "Baker-Aicklen" cap set for the northeast comer hereof: THENCE departing_ the southeast line of said 1.395 acre Parkland tract, through the interior of said 18.904 acre tract the following seven (7) courses and distances: 1. S 23° 48' 56" W for a distance of 1,67 feet to a W' iron rod with "Balzer-Aicklen" cap set . for an angle point hereof, 2. S 070 52' 22" E for a distance of 57.33 feet to a '/s" iron rod with "Baker-Aicklen" cap set for a point of curvature hereof, 3. With the arc of a curve to the left, having a radius of 975.00 feet, a delta of 05° 25' 51", an arc length of 92.42 feet and a chord which bears S 20° 13' 36" 1)►' for a distance of 92.38 feet to a %" iron rod with "Baker-Aiclzlen" cap set for a point of non -tangency hereof, 4. 8 48° 44' 35" W for a distance of 55.68 feet to a ''A" iron rod with "Baker-Aicklen" cap set for a point of curvature hereof, 5. With the are of a curve to the left, having a radius of 1005,00 feet, a delta of 12° 30' 46", an arc length of 219.48 feet and a chord which bears S 08° 32' 21" W for a distance of 219.05 feet to a',�" iron rod with "Baker-Aicklen" cap set for a point of tangency hereof, 6. S 02° 16' 59" W for a distance of 65,78 feet to a VP iron rod with "Baker-Aicklen" cap set for an angle point hereof, and 7. S 54° 37' 02" E for a distance of 31.98 feet to a %" iron rod with "Baker-Aicklen" cap set on a point on the north right-of-way line of said Ranch to Market 620 for the 1.363 Acre Intel Page 3 of 4 southeast corner hereof, from which a TxDot concrete monumem found for a point of curvature on the north right-of-way line of said Ranch to Market 620 bears, with the arc of a curve to the right, having a radius of 2351.83 feet, a delta of 09° 50' 42", an arc length of 404.11 feet and a chord which bears S 83° 58' 51" E a distance of 403,62 feet; THENCE with the north right-of-way lhie of said Ranch to Market 620, same being the south line of said 18.904 acre tract, with the arc of a curve to the left, having a radius of 2351.83 feet, a delta of 03° 09' 44", an arc length of 129.80 feet and a chord which' bears 5 89° 30' 56" W for a distance of 129.78 feet to the POINT OF BEGINNING hereof and containing 1.363 acres of land. Bearings shown hereon are referenced to Grid North for the Texas State Plane Coordinate System, Central Zone NAD 83/1-IARN 93, per City of Round Rock Monuments 03-003 and 01- 007, Surveyed under the direct supervision of the undersigned during July, 2009: „7/7/1„, - Parker J. Graham Registered Professional Land Surveyor No. 5556 BAKER.AICKLEN & ASSOCIATES, INC. 405 Brushy Creek Road Cedar Pat•k, Texas 78613 (512) 260-3700 Job No.: 1480-3-003-21 Filename: \\';\PRO,II CTSiIIUGGINS-SEILER\DL-EPWOOD ARTERIAL CIDESCRIPTIONS\Robinson Land.DOC SKETCH TO ACCOMPANY DESCRIPTION THE BLUFF AT OAKLANDS 1.395 ACRES (PARKLAND) BLOCK A CAB. L, SL.128 P.R.W.C.,TX SES DETAIL RIGHT S 07'52'22" E 67.33' • THE BLUFF AT OAKLANDS LOT 9 BLOCK A CAB. L, SL. 128 P.R.W.C.,TX FENCE POST 50 100 44 ttNJ ag.3'16Z LTD. ORIGINAL SCALE 1" tt 100' DETAIL R c 075,0o' DELTA = 06625'81" ARC = 92.42' BRO = S 20'13'36" W CF{ = 92.38' R=1126.00' DELTA = 17'08'33" ARC R 338.69' BRG=N10'81'16"E CHR 336.34' 1 l �l SUBJECT TRACT 'I.383 ACRE A.H. ROBINSON, Ill, el al 18.904 ACRES DOC. # 2002071335 O.P. R.W.0„TX VISTA 620 CAB. EE, SL. 363 • P.R.W.C.,TX N 02°16'69" E 16,66' R F 1006,00' DELTA =12'30'46” ARC = 219.48' RRG = 5 08'32'21" W CH = 219.05' NUMBER BEARING DISTANCE 1-1 N 02'16'69" 6 16.66' L2 N 66'18'38" 6 16,46' L3 8 23'40'60" W 1.07' POINT OF LEGEND BEGINNING IRON ROD WITH CAP FOUND (AS LABELED) 1/2" IRON ROD WITH "BAKER-AICKLEN" CAP SET S 64'37'02" 6 31,98' RANCH TO MARKET 620 (R.O.W. VARIES) TXDOT m TXDOT CONCRETE MONUMENT FOUND TXDOT 9 FENCE POST !'ENCS POST BEARING BASIS: NAD 831f1ARN 93, TEXAS STATE PLANE COORDINATE SYSTEM. CENTRAL ZONE REFERENOED TO CITY OF ROUND ROCK CONTROL POINTS 01.003 501-007 http://roundrocktexas.gov/docstd003.pdf http:I/roundrocklaxes.govtdacstd007.pd E R = 2361,03' DELTA a 03'09'44" ARC =129.60' SRO = S 89'30'55" W CH = 129.78' R = 2361,83' DELTA = 09'60'42" ARC is 404.11' BRG=683'58'61"E CH = 403,62' DATE: JULY 2009 JOB NO.: 1480.3-003.21 BY: NG CHK: MAN PAGE 4 OF 4 134 BAKER-AICKLEN Ea ASSOCIATES, INC, EnQtneera • Surveyors • taiS • Manning 11'.,mtetivwppnl•1e1t•dropemaaoneriafcvem-tu:t,.7.4•1a!-a1:nwlo.taTettut.C•R03VtS011LRlD this. fFI.GEa)Jrlrtl.t•mtr•tPMAT. ao9 a+ttl6Ftr COS Ett FiR antwo PM,:.TX7R01'd 191.!1 2603700 IfpIirfi!Ii.I$ 10 if � 1 �^i *1: 0414.4. •1I 1 2 8j 8 -8 t 8 A N 4.4 . r� r � �• � r-caa rm: ry • 1 Wyoming$prings At SI •TWEIITY Pi141g49311,6E N • AN W V -r—k I hYBAir04 textitA4, MOSICIGIASEOplutrATI tt '3.'01' OOi0801.RA8 11" r M-I'""41V' _I. ' T- L vim. -.Kr.-.. JACO UItniV _j [II i Ili,0.144 J .., ..' i 441• 14.-... l'94./,,1w4pM { 8 1 St 8 Voutgrs • it• nt t pit -1 S a 8 $ 8 • 8 or in i. WSJ • tam CSVIA us"rsmuM • MON AfttittftATICti J 1'M . MAX Mt tmrr:nt EXHIBIT APPROVED BY THE TEXAS REAL ESTATE COMMISSION (TREC) P.O. BOX 12188, AUSTIN, TX 78711-2188 OPvumNITY ADDENDUM FOR PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER TO CONTRACT CONCERNING THE PROPERTY AT 8-15-05 (Location of Property) IN ACCORDANCE WITH SECTION 13.257, TEXAS WATER CODE, THE FOLLOWING STATEMENT IS INCLUDED AS PART OF THE CONTRACT: NOTICE TO PURCHASERS The real property, described above, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is In a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property. Except for notices included as an addendum to or paragraph of a purchase contract, the notice must be executed by the seller and purchaser, as indicated. Buyer (Purchaser) Date Seller Date Buyer (Purchaser) Date Seller Date The form of this addendum has been approved by the Texas Real Estate Commission for use only with similarly approved or promulgated forms of contracts. TREC forms are intended for use only by trained real estate licensees. No representation is made as to the legal validity or adequacy of any provision In any specific transactions. Texas Real Estate Commission, P.O. Box 12188, Austin, TX 78711-2188, 1-800-250-8732 or (512) 459-6544 (http://www.trec.state.tx.us) (9/05)TREC No. OP -M (TAR -1927) 8-15-05 EXHIBIT 01A TREC No. OR -M Page 1 of 1 nDn DATE: March 4, 2010 SUBJECT: City Council Meeting — March 11, 2010 ITEM: 10C3. Consider a resolution authorizing the Mayor to execute a Real Estate Contract with Robinson Land Limited Partnership et al. for the purchase of a 1.363 acre tract located along RM 620 and Deep Wood Drive. Department: Staff Person: Justification: Transportation Services Tom Word, P.E., Chief of Public Works Operations The Arterial C project includes the purchase of the 1.363 acre tract located along RM 620 and Deep Wood Drive. As additional consideration to this purchase payment of $325,530.00, the City also agrees to construction improvements consisting of the widening of Smyers Lane at its intersection with Wyoming Springs Drive to provide separate left turn lanes for eastbound traffic and construction of a storm sewer tie-in near the intersection of Smyers Lane and Wyoming Springs Drive. Strategic Plan Relevance: 26.0 Construct major elements of the transportation and mobility system as approved by Council in the Master Transportation Plan Funding: Cost: $325,530.00 Source of funds: 4B — Round Rock Transportation Development Corporation Construction Outside Resources (if applicable): Robinson Land Limited Partnership Public Comment (if applicable): N/A EXECUTED DOCUMENT FOLLOWS REAL ESTATE CONTRACT Deep Wood Dr. - Robinson Land Limited Partnership STATE OF TEXAS COUNTY OF WILLIAMSON THIS REAL ESTATE CONTRACT ("Contract") is made by and between Robinson Land Limited Partnership, a Texas limited partnership; Robinson 1991 Land Limited Partnership, a Texas limited partnership; GER Land Partnership, Ltd, a Texas limited partnership; Robinson Ranch, a Texas general partnership; A. H. Robinson, III, Trustee of the A.H. Robinson, III Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr. and Co -Trustee of the A.H. Robinson, III, Lifetime Trust; John Oscar Robinson, Co -Trustee of the A. 11. Robinson, III., Lifetime Trust; Flora Robinson Cosper, Trustee of the Flora Robinson Cosper Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr. and Co -Trustee of the Flora Robinson Cosper Lifetime Trust; Lila Virginia Tyler Fleming, Co -Trustee of the Flora Robinson Cosper Lifetime Trust; Carla Robinson Allen, Trustee of the Carla Robinson Allen Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr. and Co -Trustee of the Carla Robinson Allen Lifetime Trust; Anton Allen, Co -Trustee of the Carla Robinson Allen Lifetime Trust and J. P. Morgan Chase Bank, N.A., Trustee of the T. Scott Robinson Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr. and Trustee of the Thomas Scott Robinson Lifetime Trust (collectively, "Seller") (collectively referred to in this Contract as "Seller") and the CITY OF ROUND ROCK, TEXAS (referred to in this Contract as "Purchaser"), upon the terms and conditions set forth in this Contract. ARTICLE I. PURCHASE AND SALE 1.01 Property. By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract of land described as follows: 1.363 acres, more or less, out of the Jacob M. Harrell Survey, Abstract 284 in Williamson County, Texas, as described in Exhibit "A" attached hereto and made a part hereof for all purposes, (the "Property"), together with all and singular the rights and appurtenances pertaining to the Property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way to the centerline thereof, and any improvements and fixtures situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II. EARNEST MONEY; PURCHASE PRICE 2.01 Earnest Money. (a) Within five business days from the Effective Date of this Contract, as defined in Section 9.09, below, Purchaser must deposit with Heritage Title Company of Austin, Inc. (Attn: Brenda Hindsman), 401 Congress Ave., Ste. 1500, Austin, Texas 78701 (the "Title Company"), a fully executed copy of this Contract and the sum of $5,000 as earnest money to bind this sale (the "Earnest Money"), in cash or other immediately available funds. The Earnest Money will, under all circumstances, be nonrefundable to Purchaser, but will apply to the Purchase Price of the at„ke6SCCI IiC1W71zoxsaxnuclm113315.o c Property if Purchaser elects to close. The Earnest Money will be deposited and held by the Title Company in an interest-bearing account and all accrued interest accrued thereon will be deemed to constitute a portion of the Earnest Money. The Earnest Money will be applied to the Purchase Price at closing or otherwise delivered to the party entitled thereto pursuant to this Contract. (b) If Purchaser fails to deposit the Earnest Money as required herein, then Seller may, as its sole and exclusive remedy, terminate this Contract by written notice to Purchaser at any time prior to the deposit of the Earnest Money. 2.02 Amount of Purchase Price. The purchase price for the Property ("Purchase Price") shall be the sum of THREE HUNDRED TWENTY-FIVE THOUSAND FIVE HUNDRED THIRTY AND NO/100'S DOLLARS ($325,530.00). 2.03 Payment of Purchase Price. The Purchase Price shall be payable in cash at the closing. 2.04 Public Improvements. As additional consideration for the sale and purchase of the Property, Purchaser agrees to cause the construction of the following public improvements (collectively, the "Public Improvements"): (i) widening of Smyers Lane at its intersection with Wyoming Springs Drive to provide separate right and left turn lanes for eastbound traffic; and (ii) construction of a storm sewer tie- in near the intersection of Smyers Lane and Wyoming Springs Drive. A schematic of the Public Improvements is shown in Exhibits "B" and "C", attached hereto and incorporated herein for all purposes. This obligation of Purchaser will survive Closing. Purchaser has included the Public Improvements in the bid documents for the Wyoming Springs construction project, which is scheduled to begin construction on December 4, 2009. Purchaser agrees to complete the Public Improvements on or before September 30, 2010. ARTICLE III. PURCHASER'S OBLIGATIONS 3.01 Conditions to Purchaser's Obligations. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the closing). 3.02 Title Commitment. Purchaser, at Purchaser's sole cost and expense, has caused the Title Company to issue a preliminary title report (the "Title Couuniitnrent") and to deliver the Title Commitment together with copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. Purchaser shall provide Seller with a copy of the Title Commitment and recorded documents within five days of the Effective Date, as defined in Section 9.09, below. In the event that title to the Property is not satisfactory to Purchaser, Purchaser shall give written notice to Seller of any objections it may have within 15 days of the Effective Date. Seller may, but shall have no obligation to, provide Purchaser with any assistance reasonably requested to eliminate or modify such matters. If Seller is unable or unwilling to eliminate or modify any exception as to which Purchaser objects, Seller will notify Purchaser and Purchaser may, as its sole and exclusive remedy, either waive the exception and dose, or terminate this Contract by delivering written notice of termination to Seller and the Title Company within 15 days after receipt of Seller's notice, in which case the $1,000 of the Earnest Money will be paid to Seller as consideration for this Contract (the "Contract Consideration"), the balance of the Earnest Money will be returned by the Title Company to Purchaser and this Contract will be of no further force or effect. QwniwiKCLtOl9MINZCQVFiACF43041,1753D0C 2 If Purchaser fails to give notice of termination within this 15 -day period, Purchaser will be deemed to have waived any uncured exceptions. 3.03 Survey. (a) Within 30 days after the Effective Date, Purchaser, at Purchaser's expense, will obtain a current on -the -ground staked survey ("Survey") of the Property prepared by a surveyor acceptable to Seller (the "Surveyor'). The Survey will be in a form and substance acceptable to Purchaser, Seller, and the Title Company and will (i) reflect the location and actual dimensions of, and the total square feet within the Property; (ii) identify and locate any rights-of-way, easements, setback lines, improvements and encroachments, and other matters or encumbrances affecting the Property which are either visible or of record in Williamson County, and (iii) include the Surveyor's registration number, the date of the Survey and a narrative certificate acceptable to Seller and Purchaser. (b) Purchaser will provide Seller with a copy of the Survey for review and approval within 30 days after the Effective Date. If the Survey is not acceptable to Seller, Seller will give written notice to Purchaser within 10 days of receipt, specifically advising Purchaser of the unacceptable features of the Survey and the Survey will be revised accordingly. If Seller and Purchaser are unable to agree on the Survey within 45 days of the Effective Date, Purchaser's sole and exclusive remedy will be to terminate this Contract and in such case, the Contract Consideration will be paid to Seller, the balance of the Earnest Money will be returned to Purchaser and, thereafter, neither party will have any further rights or obligations hereunder. After the Survey has been approved by Purchaser and Seller, the legal description of the Property from the Survey will be substituted for the description of the Property contained herein as if the legal description from the Survey had originally been a part of this Contract. The approved legal description will also be used in all documents prepared in connection with the closing that require a legal description of the Property. 3.04 Miscellaneous Conditions. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. ARTICLE N. CONDITION OF SALE 4.01 Threat of Condemnation; Sale "As Is". Purchaser is a governmental entity with the power of eminent domain, and the Property is being conveyed to Purchaser under threat of condemnation. Accordingly, Seller is selling the Property to Purchaser on an "As Is" basis, and without any representations or warranties other than those expressly set forth in this Contract. Purchaser agrees that, anything herein to the contrary notwithstanding, if Purchaser closes its purchase of the Property, Purchaser will be doing so based upon its own studies and conclusions, and not based upon any representations or warranties of Seller or any agent of Seller other than those expressly contained in this Contract. Seller specifically disclaims all implied warranties concerning the Property, including the implied warranties of habitability, merchantability, or fitness for a particular purpose. Further, Seller makes no warranties regarding endangered species or environmental conditions. Purchaser agrees that this provision of the Contract is a material portion CMIldrASCOWS0199171292rONIRACIV301837$3.00C 3 of the consideration for the sale of the Property, and acknowledges that Seller would not agree to sell the Property to Purchaser on any other basis. The provisions of this Section will survive closing. ARTICLE V. CLOSING 5.01 Closing Date. The closing of the sale and purchase of the Property will occur within 30 days of Seller's approval of the Survey, or at such sooner time, date, and place as Seller and Purchaser may agree (which date is herein referred to as the "Closing Date"). 5.02 Seller's Obligations at Closing. At the closing, Seller shall: (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable, and taxes, penalties and interest for the year of closing and prior years arising due to a change in use or ownership of the Property, all of which will be assumed by Purchaser; (b) Any exceptions approved or waived by Purchaser pursuant to Article III hereof; and (c) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Title Company, in Purchaser's favor in the full amount of the Purchase Price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: (a) The boundary and survey exceptions shall be deleted, at the expense of Purchaser; (b) The exception as to restrictive covenants shall be endorsed "None of Record", except as to any restrictive covenants permitted by this Contract. (3) Deliver to Purchaser possession of the Property. (4) Seller will also deliver any other documents or evidence of authority required by the Title Company or this Contract. 5.03 Purchaser's Obligations at Closing. At the closing, Purchaser shall pay the Purchase Price in full, in cash or other immediately available funds. Purchaser will also deliver any other documents or evidence of authority required by the Title Company or this Contract. oatbASccw rn wwnlosooNrnecmobnssnoc 4 5.04 Prorations General real estate taxes for the then -current year relating to the Property shall be prorated as of the Closing Date, shall be adjusted in cash at the closing and assumed by Purchaser at closing. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the applied to the latest agricultural value appraisal. Purchaser acknowledges that the value of the Property for ad valorem tax purposes is currently determined by a special appraisal method that allows for appraisal of the Property at less than its market value ("Agricultural Value Appraisal"). Taxes for the year of closing and prior years based on the Agricultural Value Appraisal will be paid by Seller; however, any supplemental taxes for the year of closing and any rollback taxes, supplemental taxes, penalties and interest levied against the Property relating to any period prior to the date of closing due to the sale of the Property or a change in use or ownership of the Property ("Rollback Tares") will be assumed by Purchaser at closing and paid by Purchaser when assessed. The agreement of the parties under this Section will survive closing. Closing Costs 5.05 All costs and expenses of closing the sale and purchase of the Property shall be borne and paid as follows: (1) Owner's Title Policy and Survey to be paid by Purchaser. (2) Deed, tax certificates, and title curative matters, if any, paid by Purchaser. (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees paid by each respectively. ARTICLE VI. BREACH BY SELLER 6.01 Purchaser's Remedy. In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default or termination of this Contract, Purchaser may, as its sole and exclusive remedy, terminate this Contract and request that the Earnest Money be forthwith returned by the Title Company to Purchaser. ARTICLE VII. BREACH BY PURCHASER 7.01 Seller's Remedy. In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Seller not being in default hereunder, Seller shall have the right to terminate this Contract and receive the Earnest Money from the Title Company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. a♦.am uc IA0019%1ib-1CCERxAcrooiurs3mc 5 ARTICLE VIII. MISCELLANEOUS 8.01 Notice Regarding Possible Liability for Additional Taxes. If for the current ad valorem tax year the taxable value of the land that is the subject of this Contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax phis interest as a penalty for the transfer or the change in the use of the land. The taxable value of the land and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the land is located. 8.02 Water and Sewer Service Notice. Attached as Exhibit "D" is a disclosure required by Section 13.257 of the Texas Water Code informing Purchaser that the Property is situated within the service area of the City of Round Rock. A confirmation copy of the attached disclosure will be executed by Seller and Purchaser at closing. ARTICLE IX. MISCELLANEOUS 9.01 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the following addresses: Seller: with copy to: Purchaser: with copy to: ONIN6.06cc 4120-7cavcsecrw1s 1SUICC Robinson Land Limited Partnership, et al. c/o Spike Robinson P.O. Box 9556 Austin, Texas 78766 Telephone: (512) 255-3646 Email: rskruhak(a,austinwhitelime.com Sue Brooks Littlefield Armbrust & Brown, L.L.P. 100 Congress Ave., Ste. 1300 Austin, Texas 78701 Telephone: (512) 435-2327 Email: slittlefield@abaustin.com City of Round Rock, Texas 221 Fact Main Street Round Rock, Texas 78664 Telephone: (512) 218-5400 Sheets & Crossfield, P.C. 309 East Main Street Round Rock, Texas 78664 Telephone: (512) 255-8877 6 9.02 Texas Law to Apply This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. 9.03 Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. 9.04 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, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein and, in lieu of each provision of this Contract that is illegal, invalid, or unenforceable, there will be added as a part of this Contract a provision as similar in terms to the illegal, invalid, or unenforceable provision as is possible, and is legal, valid, and enforceable. 9.05 Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 9.06 Time of Essence. Time is of the essence in this Contract. 9.07 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. 9.08 No Broker. No real estate broker has been involved in the negotiation of this sale, and each party indemnifies the other from any claims for commissions arising out of the actions of the indemnifying party. 9.09 Effective Date. This Contract shall be effective as of the date that both Seller has executed this Contract and it has been approved by the City Council and executed by the City, which date is indicated beneath the Mayor's signature below (the "Effective Date"). 9.10 Counterparts. This Contract may be signed in multiple counterparts, with the same effect as if all parties had signed the same document. Signature by facsimile will be deemed to have the same effect as an original signature. 9.11 Exhibits. The following exhibits are attached to this Contract, and incorporated herein for all purposes: Exhibit "A" Property Description Exhibit "B" Schematic of widening of Smyers Lane Exhibit "C" Schematic of Storm Sewer Tie-in Exhibit "D" Water and Sewer System Notice O: ce SCCINAa19N1I4ZfCeriQA7M,113153.000 7 a..ii 5COottmswnaux DNIRAC wouIISLDOc SELLER: ROBINSON LAND LIMITED PARTNERSHIP, a Texas limited partnership By: ROBINSON ASSOCIA ES, a Texas general partnership, its gen partner By: �, Date: A. A. R bmson, III, General Partner 3-3 )ojO By: John Oscar Robinson, General Partner Date: ,Z7 r0 -/0 ROBINSON 1991 LAND Texas limit partn hi By: A. 11. Robinson, III, General Partner Date: 3 -3- J0/0 ED PARTNERSHIP, a By: John Oscar Robinson, General Partner Date: .? -a 6 -10 8 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT GER LAND PARTNERSHIP, LTD., a Texas limited partnership By: GER Family LLC, a Texas limited liability company, its general partner By: Date: By: John Oscar Robinson, Manager -/0 Patricia Robinson Tyler, Manager Date: .3"/"--0 I Cj ROBINSON RANCH, Texas general partnership ‘774/ reA4,1441( By: A. H. Robinson, III, as Trustee of the A. H. Robinson, III Exempt Lifetime Trust U/W of A. H. Robinson, Jr., as Trustee of the A. H. Robinson, III Non -Exempt Lifetime Trust U/W of A.H. Robinson, Jr., as Trustee of the A. H. Robinson, III Exempt Lifetime Trust U/W of Charlotte Dies Robinson Its: General Partner Date: 3 -3- JO/0 9 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT oasanIsmrtet019.70120amvrencev»Iu753.00c By: J24L i Flora Robinson Cosper, as Trustee ofth� - e Flora Robinson Cosper Exempt Lifetime Trust U/W A.H. Robinson, Jr., as Trustee of the Flora Robinson Cosper Non -Exempt Lifetime Trust U/W of A.H. Robinson, Jr., and as Trustee of the Flora Robinson Cosper Exempt Lifetime Trust, U/W of Charlotte Dies Robinson Its: General Partner Date: 3- 0 By. Carla Robinson Allen, as Trustee of the Carla Robinson Allen Exempt Lifetime Trust U/W of A.H. Robinson, Jr., as Trustee of the Carla Robinson Allen Non -Exempt Lifetime Trust U/W of A.H. Robinson, Jr., and as Trustee of the Carla Robinson Allen Exempt Lifetime Trust U/W of Charlotte Dies Robinson Its: General Partner Date: 10 2010-03-01 13:51 ellen real estate 1 512 858 2250 » 5123881220 P 2/3 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT By: Flora Robinson Casper, as Trustee of the Flora Robinson Cosper Exempt Lifetime Trust U/W A.R. Robinson, Jr., as Trustee of the Flora Robinson Cosper Nott -Exempt Lifetime Trust U/W of AR Robinson, Jr., and as Trustee of the Flora Robinson Cosper Exempt Lifetime Trust, U/W of Charlotte Dies Robinson General Partner Date: By:• Carla Robinson Allen, as Trustee of the Carla Robinson Alien Exempt Lifetime Trust U/W of A.IH. Robinson, Jr., as Trustee of the Carla Robinson Allen Non -Exempt Lifetime Trust U/W of A.H. Robinson, Jr, and as Trustee of the Carla Robinson Allen Exempt Lifetime Trust U/W of Charlotte Dies Robinson Its: General Partner Date: .3 -/ -/0 10 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT Q LoA4COuseal99,71iO4COIIVACWWITAKDOC By: J. P. Morgan Chase Bank, N.A., as Trustee of the Thomas Scott Robinson Exempt Lifetime Trust U/W A. H. Robinson, Jr., as Trustee of the Thomas Scott Robinson Non - Exempt Lifetime Trust U/W A. H. Robinson, Jr., and as Trustee of the Thomas Scott Robinson Exempt Lifetime Trust U/W of Charlotte Dies Robinson As Assignee of a partnership interest in the Robinson Ranch, a Texas general partnership, and signing as Assignee for the sole purpose of stating no objection to th- nsaction herein. By: J#1 Ze Frinfed am i W,C.4, Title: U�Ge/y�G��'/j (� �J/ Date: / 4 5.‘i ZD/Q s7e ergo By: G 99 Limited Partnership, a Texas limited partnership By: G. E. Robinson, LLC, a Texas limited liability company, its general partner By: Date: a if ohn Oscar Robinson, Manager 4.02,6-a0l0 A. IL Robinson, III, Trustee of the A. H. Robinson, III Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr., and Co - Trustee of the A. H. Robinson, III, Lifetime Trust 3- 3- J O/ Date: ohn Oscar Robinson, Co -Trustee of the A. H. Robinson, III, Lifetime Trust Date: 11 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT Flora Robinson Cosper, Trustee of the Floraitobinson Cosper Exempt Lifetime Trust, U/W/O A. IL Robinson, Jr., and Co -Trustee of the Flora Robinson Cosper Lifetime Trust Date: 3 Lila Virginia ler Fleming, tee of the Flora Robinson Cosper Lifetime Trust Date: Carla Robinson Allen, Trustee of the Carla Robinson Allen Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr., and Co - Trustee of the Carla Robinson Allen Lifetime Trust Date: Anton Allen, Co -Trustee of the Carla Robinson Allen Lifetime Trust Date: J. P. Morgan Chase Bank, N.A., Trustee of the T. Scott Robinson Exempt Lifetime Trust, U/W/O A. H. Robinson, Jr., and Trustee of the Thomas Scott Robinson Lifetime Trust By: 4C0 P e: Title: /e'e f Date: /rAt rh 74/a Crs'sr40/ %u^iJ /?7 d s�- c%?i€4/ /./3/7 yip ,44,1 h4� ? 12 Ufde G�iverimo i' urs c, Q�e' •K 14.- X44./ p'e 2010-03-01 13:51 ellen real estate 1 512 858 2250 » 5123881220 P 3/3 SIGNATURE PAGES TO DEEP WOOD DRIVE CONTRACT OUlleaCekialffat3OSZONDUCTOXIg7SZPOC Flora Robinson Cooper, Trustee of the Flora Robinson Cosper Exempt Lifetime Trust, U/W/O A. IL Robinson, Jr., and Co -Trustee of the Flora Robinson Cosper Lifetime Trust Date: Lila Vfrginfa Tyler Fleming, Co -Trustee of the Flora Robinson Cosper Lifetime Trust Date. Carla Robinson Allen, Trustee of the Carla Robinson Allen Exempt Lifetimc Trust, U/W/0 A. JL Robinson, Jr,, and Co - Trustee of the Carla Robinson Allen Lifetime Trust Date: . Anton Allen, Co -Trustee of the Carla Robinson Allen Lifetime Trust D —$•1. 10 J P. Morgan Chane Bank, N.A., Trustee of the T. Scott Robinson Exempt Lifetime Trust. U/W/O A. A. Robinson, Jr., and Trustee of the Thomas Scott Robinson Lifetime Trust BY Printed Nam title: Data 12 PURCHASER: City of Rock Rock, Texas By: Date: 0 doitXiWfa9917120ttOYIRACIVOIHi7S1.13OC Alan McGraw, Mayor VA/yr to I I 201 U 13 The undersigned Title Company hereby acknowledges receipt of a fully executed copy of this Contract and the Earnest Money, and agrees to hold and dispose of the Earnest Money in accordance with this Contract. Date: OtsdoASCCEntei n99,7120-2!CONTRA `11001$3733DOC TITLE COMPANY: Heritage Title Company of stin, Inc. By: Name: Title: 14 Executive Vice President 1.363 Acre Tract Page 1 of. DESCRIPTION FOR A 1.363 ACRE TRACT OF LAND SITUATED 1N THE JACOB M. HARRELL SURVEY, ABSTRACT 284 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION A CALLED 18.904 ACRE TRACT 1N DEED TO A. H. ROBINSON, ill, ET AL, OF RECORD 1N DOCUMENT NO. 2002071335 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 1.363 ACRE TRACT, AS SHOWN ON THE ACCOMPANYING SKETCH, IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNtING at a %'' iron rod with "Baker-Aicklen" cap found for a point on the north right-of- way line of Ranch to Market 620 (right-of-way width varies), sante being the southwest corner of said 18.904 acre tract, same being the southeast corner of Vista 620, a subdivision according to the plat of record in Cabinet EE, Slide 363 of the Public Records of said County, for the southwest corner and POINT 01? BEGINNING hereof; THENCE with the west line of said 18.904 acre tract, same being the east line of said Vista 620; N 10° 57' 18" W for a distance of 74.94 feet to a Vf iron rod with `Baker-Aickten" cap set for the westentnwst corner hereof; THENCE departing the east line of said Vista 620, through the interior of said 18.904 acre tract, the following two (2) courses and distances: 1. N 02° 16' 59" E for a distance of 16.56 feet to a'A" iron rod with "Baker-Aicl;len" cap set for a point of curvature hereof, and 2. With the are of a curve to the right, having a radius of 1125.00 feet, a delta of 17° 08' 33", an arc length of 336.59 feet and a chord which bears N 100 51' 15" E for a distance of 335.34 feet to a 14" iron rod with "Baker-Aieklen" cap set for a point on the northwest line of said 18.904 acre tract, same being a point o» the southeast line of Lot 9, Block A, The Bluff at Oaklands, a subdivision according to the plat of record in Cabinet L, Slide 128 of the Public Records of said County for the northwest comer hereof, from which an iron rod found with cap labeled "CS LTD'`.* for the northwest corner of said 18.904 acre tract, same being the northeast comer of said Vista 620, saute being a point on the southeast line of said Lot 9 bears, S 66° 29' 03" W a distance of 131.52 feet; tieEXHIBIT 1.363 Acre Tract Page 2 of 4 THENCE with the northwest line of said 18.904 acre nut, same being the southeast line of said Lot 9, N 66° 29' 03" E for a distance of 84.26 feet to a fence post found for the southeast comer of said Lot 9, same being the southwest corner of a 1.395 acre Parkland tract, of said The Bluff at Oaklands, Block A, of said subdivision for an angle point hereof; THENCE with the northwest line of said 18.904 acre tract, same being the southeast line of said 1.395 acre Parkland tract the following two (2) courses and distances: 1. N 66° 18' 38" E for a distance of 15.46 feet to a 4" iron rod with "Baker-Aicklen" cap set for an angle point Jrereof, and 2. N 69° 17' 21" E for a distance of 68.94 feet to a W' iron rod with "Baker-Aicklen" cap set for the northeast comer hereof THENCE departing the southeast line of said 1.395 acre Parkland tract, through the interior of said 18.904 acre tract the following seven (7) courses and distances: 1. S 23° 48' 56" W for a distance of 1.67 feet to a W iron rod with "Baker-Aicklen'= cap set for an angle point hereof, 2. S 07° 52' 22" E for a distance of 57.33 feet to a W' iron rod with `BakerAickien" cap set for a point of curvature hereof, 3. With the arc of a curve to the left, having a radius of 975.00 feet, a delta of 050 25' 51", an arc length of 92.42 feet and a chord which bears S 20° 13' 361.' W for a distance of 92.38 feet to a %" iron rod with "Baker-Aicklen" cap set for a point of non -tangency hereof, 4. 8 48° 44' 35" W for a distance of 55.68 feet to a W iron rod with "Ba! er Aicklen' cap set for a point of curvature hereof, 5. With the arc of a curve to the left, having a radius of 1005.00 feet, a delta of 12° 30' 46", an arc length of 219.48 feet and a chord which bears 8 08° 32' 21"W for a distance of 219.05 feet to a'" iron rod with `Baker Aickien" cap set for a point of tangency hereof, 6. S 02° 16' 59" W for a distance of 65.78 feet to a W iron rod with "Baker-Aicklen" cap set for an angle point hereof, and 7. S 54° 37' 02" E for a distance of 31.98 feet to a 'h" iron rod with "Baker-Aicklen" cap set on a point on the north right-of-way line of said Ranch to Market 620 for the 1.363 Acre Traci Page 3 of 4 southeast corner hereof, from which a T.xDot concrete monument found for a point of curvature on the north right-of-way line of said Ranch to Market 620 bears, with the arc of a curve to the right, having a radius of 2351.83 feet, a delta of 09° 50' 42", an arc length of 404.11 feet and a chord which bears S 830 58' 51" E a distance of 403.62 feet; THENCE with the north might -of -way line of said Ranch to Market 620, sante being the south line of said 18.904 acre tract, with the arc of a curve to the left, having a radius of 2351.83 feet, a delta of 03° 09' 44", an arc length of 129.80 feet and a chord which' bears S 89°30' 56" W for a distance of 129.78 feet to the POINT OF BEGINNING hereof and containing 1.363 acres of land. • Bearings shown hereon are referenced to Grid North for the Texas State Plane Coordinate System, Central Zone NAD 83/HARN 93, per City of Round Rock Monuments 01-003 and 01- 007, Surveyed under the direct supervision of the undersigned during July, 2009: Aa-(--"er:a/W 477// 7/ /7.4 Parker J. Graham` Registered Professional Land Surveyor No. 5556 BAKER-AICKLE-N & ASSOCIATES, INC. 405 Brushy Creek Road Cedar Park, Texas 78613 (512) 260-3700 Job No.: 1480-3-003.31 Filename: W:tt'ROJECTS HUGGiNS-SE1LERtDEEPWOOD ARTERIAL C',DESCRIPT1ONSIRobtnson Land.DOC SKETCH TO ACCOMPANY DESCRIPTION THE BLUFF AT OAKLANDS 1.395 ACRES (PARKLAND) BLOCK A CAB. 1, SL. 128 P.R.W.C.,TX SEE DETAIL RIGHT ORIGINAL SCALE S QTV5Z 22" E 1" tx 100' 57.33' THE BLUFF AT OAKLANDS LOT 9 BLOCK A CAB. 1, 81.128 P.R.W.C.,TX -1;-.8 LTD. R 1126,00' DELTA is 17.09'33" ARC a 335.59' ORO a N 10'61'16" E' CH a 335.34' VISTA 620 CAB. EE, SI.. 363 ' P.R.W.C.,TX N 02.18'59" E 18.83' FENCE POS ao 100 R a 9T6,00' DELTA a 06'25'si" ARC = 92.42' ERG =820•13`36"W CH a 92.35' R F 1006.00' DELTA =121•3046" ARC a219.48' BRG a 8 08'52'21" W CH is 219.05' o. A. H. ROBINSON. III, et at 18.904 ACRES DOC. # 2002071335 O.P.R.W.C..TX NUMBER BEARING DISTANCE 11 N 02'18'69" E 16.56' 1.2 11 66`18'38" B 18.48' L3 8 23648101" W 147' 8 64`37'02" E 31.98' RANCH TO MARKET 620 (RAW. VARIES) LEGEND BEGINNING OF sEGINNING IRON ROD WITH CAP FOUND (AS LABELED) 0 112" IRON ROD WITH "BAKER AICKLEN" CAP SET TXDOT CONCRETE MONUMENT FOUND TXDOT O FENCE POST FENCE POST BEARING BASIS: NAP 53/HARN 93, TEXAS STATE PLANE COORDINATE SYSTEM. CENTRAL ZONE REFERENCED TO CITY OF ROUND ROCK CONTROL POINTS 01.003 5.01-007 hhp:/koundrocktexas.govldocald003.pdi h9p:moundrockloxen.govidocald007.pdt AEISIIIMECIIIMMINCIMIMMOW R a 2351.03' DELTA a 93'0944" ARC a 128.90' ERG a 3 89'30'68" W CH s:129.78' DATE: JULY 2009 JOB NO.: 1450-3-003-21 BY: PJG CHK: MAN PAGE 4OF4 ___TXDOT R a 2381.83' DELTA a 09.5042" ARC 484.11' BRG >Y 811318151" E CH 403.52' BAKER-AICKL.EN & ASSOCIATES. INC. Engineers • Sur • WS • Marenjr.P .toa erausurcneea RR =MR ass=s0ayon KArroik eleens. airalrspaoa,,rt sa"-„doO.►sRrwMT1 Coxuwa4Frame4Mcn.2oo .n-s.F i ! ,- �� �. ��� •,�LCA - ` .I.tatfap(.t�rLr.3�....cr.L s '1 .•� t rill i its • al If IL PACO 1 g �t H r .. . . _... EXHIBIT unto 1181HXB 1 it � ' i i •K 1 •I K �� 8 ' . ` � 1 i �, f� # 1 1M, Mill lit A I 1 f APPROVED BY THE TEXAS REAL ESTATE COMMISSION (TREC) P.O. BOX 12188, AUSTIN, TX 78711-2188 Mattn ADDENDUM FOR PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER TO CONTRACT CONCERNING THE PROPERTY AT 8-15-05 (Location of Property) IN ACCORDANCE WITH SECTION 13.257, TEXAS WATER CODE, THE FOLLOWING STATEMENT IS INCLUDED AS PART OF THE CONTRACT: NOTICE TO PURCHASERS The real property, described above, that you are about to purchase may be located in a certificated water or sewer service area, which Is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property Is In a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property. Except for notices included as an addendum to or paragraph of a purchase contract, the notice must be executed by the seller and purchaser, as indicated. Buyer (Purchaser) Date Seller Buyer (Purchaser) Date Date Seller Date The form of this addendum has been approved by the Texas Real Estate Commission for use only with similarly approved or promulgated forms of contracts. TREC forms are Intended for use only by trained real estate licensees. No representation is made as to the legal validity or adequacy of any provision in any spedfic transactions. Texas Real Estate Commission, P.O. Box 12188, Austin, TX 78711-2188,1-800-250-8732 or (512) 459-6544 (http://www.trec.state,tx.us) (9/05)TREC No. OP -M (TAR -1927) 8-15-05 EXHIBIT nDrr 01A TREC No. OP -M Page 1 of 1