The URL can be used to link to this page

R-12-10-11-K2 - 10/11/2012 k RESOLUTION NO. R-12-10-11-K2 WHEREAS, on August 3, 2012, Jim Boles ("Buyer") entered into a TAR Commercial Contract—Improved Property Between Billy Killion ("Seller") to purchase property described as 1202 zi East Rock Cove, Round Rock, Williamson County, Texas, and r WHEREAS, per Section 22E of the contract, Jim Boles wishes to grant and convey to the City of F Round Rock("City"), all of his right,title,and interest in and to that certain contract, and WHEREAS, the City Council desires to accept assignment of said contract, by assuming, in ° writing, all of Buyer's obligations under the contract,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the City Council hereby accepts assignment of the Assignment of Commercial Contract — Improved Property Between Billy Killion and Jim Boles by assuming all of Buyer's obligations thereunder. 1 i That the Mayor is hereby authorized and directed to execute on behalf of the City the Assignment of Commercial Contract — Improved Property Between Billy Killion and Jim Boles, a copy of said assignment being attached hereto as Exhibit"A" and incorporated herein for all purposes. t i 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 r 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. } 4 } } x O:\wdox\S CC lnts\0112\1204\MLTNICIP AL\00259779.DOC/rmc RESOLVED this 1 Ith day of October, 2012. ALA MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk ff 1 4 t E F t' ,f 33; S i E F C S { g f S E 2 F M1 5{ Y g� S E F EXHIBIT „A„ ASSIGNMENT OF COMMERCIAL CONTRACT -IMPROVED PROPERTY E BETWEEN F Billy Killion("SELLER") AND Jim Boles ("BUYER") " f Re: Property Described As 1202 East Rock Cove,Round Rock,Williamson County, Texas y Date: September 24,2012 Jim Boles,by this instrument grants and conveys to City of Round Rock, all of his right,title, f and interest in and to that certain contract executed by Seller and Buyer on August 3,2012,a copy of which is attached to this Assignment as"Exhibit A." This Assignment is made subject to the following terms: 1. Assignment of contract from Jim Boles(Buyer)to City of Round Rock(Buyer)according to Section 22E of contract. 2. Earnest money check for$5000.00 from City of ` Round Rock made payable to Georgetown Title will accompany this Assignment. G SIGNED AND DELIVERED this 0? day of �r k 0 t (Name of Assignor) i ACCEPTANCE OF ASSIGNMENT BUYER—City of Round Rock By: F Dated: s bl bl+ A •(► TEXAS ASSOCIATION OF REALTORS® COMMERCIAL CONTRACT - IMPROVED PROPERTY USE OF THS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS&IS NOT AVTNORIZED, Wr"ns Auockdon of REALTORW km 7010 S 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: BillyKilliSM Address: nso4 Ninhn1aus Cosa, Round Rock, TZ 7a664 I Phone: Fax: E-mail: Buyer: �Jim Boleg and/or Assigns Address: 20 ChishnIn bail RgUad Ronk, TX 78681 Phone: (512.)244-9707 Fax: (5121244-9519 E-mail: Jim@summit-co rcial.com 2. PROPERTY: i A. "Property" means that real property situated in Williamson County, Texas at 1202 East Rock Cove, Round Rock, TR 78664 (address) and that is legally described on the attached Exhibit or as follows: Round Rock East, Sec. 1, Lot 11, 4.67 Acres and Improvements (also known as 1202 East Rock Cove) , Round Rock, Williamson County, Texas E B. Seller will sell and convey the Property together with: F (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Seller's Interest In all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, If transferable, relating to the Property or any fixtures; (6) Seller's Interest in any trade names, If transferable, used In connection with the Property; and (7) all Seller's tangible personal property located on the Property that is used In connection with the Property's operations except: I Any personal property not included in the sale must be removed by Seller prior to closing. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) I (If mineral rights are to be reserved an appropriate addendum should be attached.) (If the Property Is a condominium, attach condominium addendum.) i 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property: A. Cash portion payable by Buyer at closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 559.41.9.00 B. Sum of all financing described In Paragraph 4 . . . . . . . . . . . . . . . . . . . . . . . . . . $ C. Sales price(sum of 3A and 313) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 559.419.00 (TAR-1801)1-26-10 Initialed for Identlfloation by Seller�, and Buyer-rzv, Page 1 of 13 r Summit Commoroial Industrial Proportion.Inc.20 CWshoim Trail Round Rock,TX 78681 Phono:(512)244.9707 Fax: (512)244.9519 Jim Boles 1202 East Rook I Produoad wM Z4*orlr*by zIpLo& 18070 Him We Road,Fraser,Michigan 48028 www.i421,&&oom a i I f S Commercial Contract-Improved Property concerning 1202 Mist Rock Cove, Round Rook, TR 78664 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: ❑ A. JhI[d EAU Financing: One or more third party loans in the total amount of$ . This contract: ❑ (1) is=contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum. ❑ B. Ass n: In accordance with the attached Commercial Contract Financing Addendum, Buyer will assume the existing promissory note secured by the Property, which balance at closing will be ❑ C. Seller Fjrta. ncina: The delivery of a promissory note and deed of trust from Buyer to Seller under the x terms of the attached Commercial Contract Financing Addendum in the amount of$ 6. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit$S,000.00 as earnest money with t3eoMtoorn Title David Hay&(escrow agen at 1717 N. Hays, Round Rock, TX 78664 (address) Carol Eubank (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. F B. Buyer will deposit an additional amount of$ with the escrow agent to be made part of the earnest money on or before: © (i) days after Buyer's right to terminate under Paragraph 7B expires; or Buyer will be in default If Buyer fails to deposit the additional amount required by this Paragraph 56 within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the escrow agent to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY, SURVEY,AND UCC SEARCH: A. Title Polley (1) Seiler, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) Issued by GiaorgatgIM Title (title company), In the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained In the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary I lines, or any encroachments or protrusions, or any overlapping Improvements: 181 (a) will not be amended or deleted from the title policy. C] (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer ❑ Seller. (3) Within 1,0 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment)including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. (TAR-1801)1-26-10 Initialed for Identification by Selleag -, and Buyer,, Page 2 of 13 produced with ZlpFomO by zlpLoglx 18070 Fifteen Mile Rosi,Fraser,Mchlpn 48026 >aamar 9pL bLc= 1202 But Rock i I F x Commercial Contract-Improved Property concerning 1202 Mast Rook Cove, Round Rock, T% 78664 B. SSuCMy:Within_.3_days after the effective date: 0 (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made In accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. D (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. # M (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the i acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Selier 3800.00 (insert amount) of the cost of the new or updated survey at dosing, if closing occurs. C. UCC Search: 0 (1) Within days after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform g Commercial Code (UCC) search prepared by a reporting service and dated after the effective date. The search must identify documents that are on file with the Texas Secretary of State and the , county where the Property Is located that relate to all personal property on the Property and show, i as debtor, Seller and all other owners of the personal property in the last 5 years. ® (2) Buyer does not require Seller to furnish a UCC search. i I D. Buyer's Qleglions to the Commitment. Survey, nd UCC SearcfY ? r (1) Within 3.0 days after Buyer receives the commitment, copies of the documents evidencing the F title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a)the matters disclosed are a restriction upon the Property or constitute a g defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at I closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1) applies, Buyer Is deemed to receive the I survey on the earlier of: (1) the date Buyer actually receives the survey; or(ii)the deadline specified In Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Copdition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense,will complete the following before closing:Am in, where is. (TAR-1801)1-28-10 Initialed for Identification by Selw/�, and Buyer ., Page 3 of 13 Produoed wkh zipFom*by zlpLoglx 1807o Fifteen Me Road,Fraser,Miohlpen 48028 WW lg"IXMM 1202 East Rook i e 1 i l Commercial Contract-Improved Property concerning 1202 Z!tst: Rock Cg-", R*=4 Rock, TX 7Q664 B. Feasibility Period: Buyer may terminate this contract for any reason within 60 days after the effective date(feasibility period) by providing Seller written notice of termination.(Check only one box.) * (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 102.24 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the Independent consideration to Seller upon payment of the amount specified In Paragraph 5A to the escrow agent. The independent consideration is to be credited to the sales price only upon closing of the sale. Jfj31oliar amount jlstated�jr _ Paragraph B(J)or If Buyer fails to,timely deposit the eamest money. Buyer will not have the right to tBLOLet4 under this Paragraph 78, O (2) Not later than 3 days after the effective date, Buyer must pay Seller$ as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the Independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. J f_M dollar. amount,1 stated j,U Jb& Paragralh 7B(2) or if Buyer fails to timely nay the Inde en ent consideration. Buyer will not have the right to terminate under this Paragraph 78 I C. Inst ons. Studies. or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures)desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make Inspections, studies, or assessments. { (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not Interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition If altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. 4 E (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from i Buyer's inspections, studies, or assessments, including any property damage or personal injury. l Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. E D. Prop2dy lnformation: i (1) ,Delivery of Propody Information: Within 10 days after the effective date, Seiler will deliver to Buyer: D (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; ® (b) copies of all current leases pertaining to the Property, including any modifications, supplements, I or amendments to the leases; CI (c) a current inventory of all personal property to be conveyed under this contract and copies of any i leases for such personal property; t ji (TAR-1801)1-26-10 WNW rbr IdentMcatlon by Seger/6" and Buyer, Page 4 of 13 x Produced with ZW n@ by ApLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 wwmidpLaghoorn 1202 Bast Rook r t i F ff. S Commercial Contract-Improved Property concerning 120_2 East Rock Cove, Round Rock, TX 78664 O (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; ® (e) copies of all current service, maintenance, and management agreements relating to the ownership and operation of the Property; O (f) copies of current utility capacity letters from the Property's water and sewer service provider; t ® (g) copies of all current warranties and guaranties relating to all or part of the Property; O (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; ® (1) copies of all leasing or commission agreements that currently relate to all or part of the Property; ® Q) a copy of the"as-built" plans and specifications and plat of the Property; s ® (k) copies of all invoices for utilities and repairs incurred by Seiler for the Property in the 24 months Immediately preceding the effective date; O (1) a copy of Seller's income and expense statement for the Property from to 3' ® (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; O (n) real &personal property tax statements for the Property for the previous 2 calendar years; and O (o) : (2) Returnof Prop2dy formation: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (a) return to Seller all those items described in Paragraph 71)(1) that Seller delivered to Buyer and all copies that Buyer made of those items; and (b) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 717(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller. (1)will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose I of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract.After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 4 8. LEASES: e A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, In writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any non-occupancy of the leased premises by a tenant; (4) any advance sums paid by a tenant under any lease; (5) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (6) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. 1 B. Estopp2l Q& ' es: Within ,10 days after the effective date, Seller will deliver to Buyer estoppel certificates signed not earlier than by each tenant that leases space in the Property. The estoppel certificates must include the certifications contained in the current version of TAR Form 1938 —Commercial Tenant Estoppel Certificate and any additional information requested by a third party lender providing financing under Paragraph 4 if the third party lender requests such additional information at least 10 days prior to the earliest date that Seller may deliver the signed estoppel certificates. (TAR-1801)1-28-10 Initialed for Identification by Sell and Buyer ., Page 5 of 13 Produoed with 7igoma by zlpLog* 18070 Fften we Road,Fraser,Mlohipan 48028 MON-242140— 1202 Bast Rook 1 5i Z t Commercial Contract-Improved Property concerning 122Q2 East Bgck Covet. Round Rogk. TX 78664 9. BROKERS: A. The brokers to this sale are: Principal ro er License No. cooperating Brolier 0448916 Ucense NF Agent Agent IQ; R. main 20 Chisholm Trall Address Address Rou el RCCk. .TX 2R664. Round Rock, TX 7831 _ _ (812)244-9707 (512)244-9519 Phone Fax Phone Fax E-Mail -Mail i Principal Broker: (Check only one box.) Cooperating Broker represents Buyer. ® represents Seiler only. E p represents Buyer only. ❑ is an intermediary between Seller and Buyer. B. fm: (Check only(1) or(2) below.) i 4 f' ❑ (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seiler. Principal Broker will pay Cooperating Broker the fee specified In the Agreement Between Brokers found below the parties'signatures to this contract. ® (2) At the closing of this sale, Seller will pay: is Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: f M 3.000 %of the sales price. D 3.000 %of the sales price. The cash fees will be paid in Williamson County, Texas. Seller authorizes escrow agent to pay the brokers from the Seller's proceeds at closing. : NOTICE. Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the E amendment. 10. CLOSING: A. The date of the closing of the sale (closing date)will be on or before the later of: (1) ® 30 days after the expiration of the feasibility period. ❑ (specific date). ❑ i (2) 7 days after objections made under Paragraph 6D have been cured or waived. I K (TAR-1801)1-26-10 Initialed for Identification by Seller and Buyer, Pag6 a of 13 Produoed wkh ZW-crm by zipLopbt'18070 Ftrteen Mlle.ROW._Fraser.MldUW 48028 YWHAIIA&COM 1202 Fast Rook t' i Commercial Contract-Improved Property concerning 1202 East Rock Cove. Round Rock. TX 78664 t B. If either party falls to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a (3 general ®special warranty deed. The deed must include a vendor's Hen if any part of the sales price Is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. f D. At closing, Seiler, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and clear of all liens, to any personal E property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; x (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations: (a) licenses and permits; (b) maintenance, management, and other contracts; and (c) warranties and guaranties; (5) a rent roll current on the day of the closing certified by Seller as true and correct; (8) evidence that the person executing this contract is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the escrow agent stating that Seller is not a foreign person or, If Seiler Is a foreign person, a written authorization for the escrow agent to: (1)withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (11) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At dosing, Buyer will: (1) pay the sales price in good funds acceptable to the escrow agent; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer, (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then In effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. 's P F. Unless the parties agree otherwise, the closing documents will be as found In the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. e 111.POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale In its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. F (TAR-1801)1-26-10Initiated for Identification by Seiler J and Buyers, Page 7 of 1-3r; ! Produced with ZfpFonM by Apt.ogbc 18070 Fifteen MAG Road,Fraser,Wohlw 40020 1202 Past Rook z : { i r Commercial Contract- Improved Property concerning 1202 Hast Rock Cove, Round Rock, TX 78664 12,SPECIAL PROVISIONS:(If special provisions are contained In an Addendum, Identify the Addendum here and reference the Addendum in Paragraph 22D.) Huger is a licensed real estate agent. t is i 13.SALES EXPENSES: A. Seller'sURgnses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, Including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; i (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; i (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. : B. Buyer's Ex ep_nses: Buyer will pay for the following at or before closing: c' (1) all loan expenses and fees; i (2) preparation fees of any deed of trust; ' (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard Insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; and F (6) other expenses that Buyer will pay under other provisions of this contract. 14.PRORATIONS: I A. Pror ioLs (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date; taxes will be prorated on the basis of taxes assessed In the prevlous'year. if the taxes for the i year in which the sale closes vary from the amount prorated at closing, the parties will adjust the a prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. f (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other (TAR-1801)1-20-10 initialed forjldentifloation by Seller 40. and Buyer. ? Page 6 of 13 t t PMdU06d with ZlpFonn®by A)LOOk 18070 FftM We Road,Fraser,MW4en 48028 Y&wzIRI QCbLoom 1202 Bast Rock t 4 k i Commercial Contract- Improved Property concerning 1202 Zagt mak Cove,Rodd Rock, TX 78664 charges to Buyer at closing and Buyer will reimburse such amounts to Seiler by an appropriate adjustment at closing. B. fJQlIback Taxes; If Seller changes the use of the Property before closing or if a denial of a special valuation on the Property claimed by Seller results in the assessment of additional taxes, penalties, or interest(assessments)for periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. I C. Rent and Secudly Deposits:At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent Is received. This Paragraph 14C survives closing. 15.DEFAULT: A. if Buyer falls to comply with this contract, Buyer is in default and Seller may: (1) terminate this contract and receive the earnest money, as liquidated damages and as Seller's sole remedy; or (2) seek any other relief provided by law. Seller ❑ may ® may not enforce specific performance. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 76(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 1513, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any Independent consideration under I Paragraph 713(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16.CASUALTY LOSS AND CONDEMNATION: r A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. If, without fault, Seller is unable to do so, Buyer may: (1) terminate this contract and the earnest money, less any Independent consideration under Paragraph 7B(1), will be refunded to Buyer, st (2) extend the time for performance up to 15 days and closing will be extended as necessary; or (3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance proceeds Seller is entitled to receive along with the Insurer's consent to the assignment; and (Iii) a credit to the sales price In the amount of any unpaid deductible under the policy for the loss. B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: (1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 713(1), will be refunded to Buyer; or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales l price will not be reduced. t 17.ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. (TAR-1801)1-26-10 Initialed for Identiflcatfon by Seller and Buyer ,, Page 9 of 13 Produced with ZlpFormO by zlpLogbt 18070 Fifteen We Road,Fraser,WMIgan 48028 bmmy.zl"Ixom 1202 East Rock t t r Commercial Contract-Improved Property concerning 1202 E*At Rock Cove, Round Rock, T8 78664 18.ESCROW: A. At dosing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. if no closing occurs, escrow agent may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from all parties. B. If one party makes written demand for the earnest money, escrow agent will give notice of the demand by providing to the other party a copy of the demand. If escrow agent does not receive written objection to the demand from the other party within 15 days after the date escrow agent sent the demand to the other party, escrow agent may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors. C. Escrow agent will deduct any independent consideration under Paragraph 713(1) before disbursing any eamest money to Buyer and will pay the independent consideration to Seiler. D. If escrow agent compiles with this Paragraph 18, each party hereby releases escrow agent from all I claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to . escrow agent are effective upon receipt by escrow agent. F. Any party who wrongfully fails or refuses to sign a release acceptable to escrow agent within 7 days after receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (i) three times the amount of the earnest money; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv)all costs of suit. S' G. ❑ Seiler ❑ Buyer intend(s)to complete this transaction as a part of an exchange of like dnd properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other parry will not Incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and In good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19.MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) ❑ A. Seller is not aware of any material defects to the Property except as stated in the attached Property ' Condition Statement. ® B. Except as otherwise provided in this contract, Seller is not aware of: E (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (3) any environmental hazards or conditions that materially affect the Property; fr (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and E detrimentally affect the ordinary use of the Property; (10)any material physical defects in the improvements on the Property; or I (11)any condition on the Property that violates any law or ordinance. (Desoffbe any exceptions to(1)-(11) in Paragraph 12 or an addendum.) (rAR-1801)1-26-10 Inklaled for identification by Saner,rl and Buyer Page 10 of 13 8 ><lOL�L 1202 East Rock produced WtM MpFWa by zlpLoglx 18070 Fifteen MNe Road,FrWr,bMigan 4802 t s Commercial Contract- Improved Property concerning 12Q2 East Rock Cove. Rom Rock, .TX 786¢ _ 20.NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ® A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated In Paragraph 1. g ® B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1, 21.DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of K a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22.AGREEMENT OF THE PARTIES: i k 3 A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed In a number of Identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. i D. Addenda which are part of this contract are: (Check all that apply.) 0 (1) Property Description Exhibit identified In Paragraph 2; 0 (2) Commercial Contract Condominium Addendum (TAR-1930); 0 (3) Commercial Contract Financing Addendum (TAR-1931); 0 (4) Commercial Property Condition Statement(TAR-1408); ❑ (5) Commercial Contract Addendum for Special Provisions (TAR-1940); C7, (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards(TAR-1906); 0 (7) Notice to Purchaser of Real Property in a Water District(MUD); ❑ (8) Addendum for Coastal Area Property(TAR-1915); ❑ (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway(TAR-1916); M (10)Information About Brokerage Services; and ❑ (11) (Note:Counsel for the Taxes Association of REALTORS®(TAR)has determined that any of the foregoing addenda which are promulgated by the Texas Reel Estate Commission(TREC)or published by TAR are appropalate for use with th/s form.) E. Buyer 10 may ❑may not assign this contract. if Buyer assigns this contract, Buyer will be relieved ` of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's obligations under this contract. 23.TIME: Time is of the essence in this contract. The parties require strict compliance with the times for ° performance, If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24.EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the escrow agent receipts this contract after all parties execute this contract. € (TAR-1801)1-28-10 Initialed for Identiflcatlon by Seller, and Buyer,., Page 11 of 13 t Produced wfth ZlpFom*by zoLoGft 18070 F#Mn We Road,Fraser,Mchigan 4802e www.210LQW.com 1202 But Rook t I Commercial Contract-improved Property concerning 1,202 8&at Rock Cove. Round Rock. TX 78664 a 25.ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or t Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seiler to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, 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 t 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 i 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."The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be Included as part of this contract. , E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources F Code, requires a notice regarding the seaward location of the Property to be Included as part of this contract. F. If the Property Is located outside the limits of a municipality, the Property may now or later be included In the extra-territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property Is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further Information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract. I E. H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remedlation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property Inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. i 26.CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on Auc at 3. 2912 the offer will lapse and become null and void. F F (TAR-1801) 1-28-10 Initialed for IdentHicatlon by Seller, and Buyer, Page 12 of 1 1 pmdu0ed Wmh ZlgwrO by zipLOptx 18070 Fifteen MOO Road,Fraw,Michigan 40026 www Z101=1B0601 1202 Fast Rock Commercial Contract- Improved Property concerning 1202 East Rock Cove, Round Rock, TX 78664 f READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. 'Seller. ilian Buyer. am Boles and/or Assigns k By: By: By(sig ): : / 1 !b'"' By(signature): Printed Name: Printed Name: Title' • t� ,V10 Title' By: By: By(signature): By(signature): Printed Name: Printed Name: Title Title' } AGREEMENT BETWEEN BROKERS (use only!f Paragraph 98(1)Is effecVve) Principal Braker agrees to pay (Cooperating Broker)a fee when the Principal Broker's fee Is received. The fee to be paid to Cooperating Broker will be: ❑ $ or ❑ % of the sales price, or F ❑ % of the Principal Broker's fee. Escrow agent Is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. t PdridFal Broker Cooperat ng Broker By: By: ATTORNEYS , Sellers attorney: Buyer's attorney: I Address: Address: Phone&Fax: Phone&Fax x E-mail: E-mail: Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, r notices, and other information: notices, and other information: ❑ the title company sends to Buyer. 0 the title company sends to Seller. p Seller sends to Buyer. 0 Buyer sends to Seiler. ESCROW RECEIPT Escrow agent acknowledges receipt of: MrA. the contract on this day 2�-= -1012-- (effective dalie)�;-?zJ 0,B, earnest money In the amount of$ .5 v M.C->o in the farm of on 17 i7 14 Al S Escrow Aoels-eorc 7i'fr!C �e Address- Escrow s: G By: Phone& Fax: Sia S3 11 Assigned file number(GF#): E-mail: (TAR-1801)1-26.10 Page 13 of 13 produced wfth ZlpF=0 by zipLopbc 18070 Fifteen Mlle Road,Fraser,"ftGn 48020 .— 1202 East Rock 4 t I F L. Approved by the Texas Real Estate Commission for Voluntary Use 10-10-11 C Texas law requires all real estate licensees to give the following information about. «UNN" brokerage services to prospective buyers,tenants, sellers and landlords. information About Brokerage Services g efore working with a real estate broker, you intermediary. The written consent must state who will should know that the duties of a broker pay the broker and, in conspicuous bold or underlined depend on whom the broker represents. If print, set forth the broker's obligations as an you are a prospective seller or landlord intermediary. The broker is required to treat each (owner) or a prospective buyer'or tenant(buyer), you party honestly and fairly and to comply with The should know that the broker who lists the property for. Texas Real Estate License Act. A broker who acts as sale or lease is the owner's agent. A broker who acts an intermediary In a transaction: as •a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer's (1) shall treat all parties honestly; agent represents the buyer. A broker may act as an intermediary between the parties H the parties consent (2) may not disclose that the owner'YAH accept a in writing. A broker can assist you in locating a prideless than the asking price unless authorized in ; property. eMparin , a contract or lease, or obtaining writing to do so by the owner, .financirig�'---..vintho0f.!, "reoresenting you.. -/e*vbTdker Is "'~' ��- 1 IiVatW!IJy tfiw to'treat you honestly., �; ��& trot t isciose the btle`'' will pay �p g iter than the price! Wed in a written offer IF THE BROKER REPRESENTS-THE OWNER: unless authorized in writing to do so by the buyer, and The broker becomes the owner's agent by entering. (4) may not disclose any confidential information into an agreement with the owner, usually-through a or any information that a party specifically instructs the written - listing agreement, or by agreeing,to bct as a broker in writing not to disclose unless authorized in i subagent by accepting an offer of subagency from the *writing to disclose the information or required to do so listing broker. A subagent may work in a different real by The Texas Real Estate License Act or a court order estate office. A listing broker or subagent can assist. or if the information materially relates.to the condition the buyer but does not represent the buyer 'and of the property. must place the interests of the owner first. The buyer should not tell.the owner's agent anything the buyer With the parties' consent, a broker acting as an would not want the owner to know because an intermediary between the parties may appoint .a owner's agent must disclose to the owner any material person who is licensed under The Texas Real Estate information known to the agent. License Act and associated with the broker to communicate with and carry out instructions of one l IF THE BROKER REPRESENTS THE BUYER: . party and another person who is licensed under that The broker becomes the buyer's agent by entering Act and associated with the broker to communicate Into an agreement to represent the buyer, usually with and cavy out instructions of the other party. through a written buyer representation agreement. A buyer's.agent can assist the owner but does not If you choose to have a broker represent you, you I represent the owner and must place the interests of should enter into a written agreement with the.broker the buyer first. The owner should not tell a buyer's that clearly establishes the broker's obligations and E agent anything the owner would not want the buyer tour obligations. The agreement should state how and know because a buyer's agent must disclose to the b whom the broker vw'll be paid. You have the right to i buyer any material information known to the agent choose the type of representation,.if any, you wish to receive. Your payment of a fee to a broker does not IF THE BROKER ACTS AS AN INTERMEDIARY: necessarily establish that the broker represents you. If t A broker may .act as an intermediary between the you have any questions regarding the duties and parties if the broker complies with The Texas Real responsibilities of the broker,you should resolve those Estate License Act.The broker must obtain the written questions before proceeding. consent of each party to the transaction to act as an Real este e ' sks that you acknowledge receipt of this Information about brokerage services for the licensee's records. yer, Landlord or Tenant Date Y t Texas ReW Estate Brokers and Salesperson*aro 8oan*ed and reputated by the Texas Real Estate Commission(TREC).9 you have a question or comptaklt n repardinp a rear estate LtenNo,you Should Contact TREC et P.O.Box 12188,Austln,Texas 78711-2188,612-936-3000 MV;dwww.lnc 1exas.poy (TAR-2501) 10-10-11 TREC No.OP-K i Summit Cottmmraiat Industrial Propa*s,lno.20 Chisholm Trail Round Rock,TX 78681 Phon (512)244-9707 Fac (512)244-9519 Jim Boles Hsckcbcii-Sties e: Produoed with Z1pFwr0 by A*opiu 18070 FrdMM We Road,Fraeer,rrNchipan 413026 W r s t I i i k 6 3- ry d r+ F r ?�aftx,�N,j t�i�axf` �:'Y'.td.v�f�Y> •nr'.�r+..G'�1+ i- + ArW ¢fit fi�1 � `. r fr"6J `�;SYN.� ,�,rrrjr��T�ry+ 3`rrrt+,rA 'i r-oi ��` r7)�";`'• r a c ti✓� �1 j e re r�� r s a 1 r r >r _Q, zj�> VT Fe 3a'f'° }}� r;iT� `S'`�t�`r).�.Aty,:�{.�„��,�y y��,�'iTyid yi+ +"�*'.vi,••�' 0}"i-s+ `i.: ,��!`jWr+Sr•i�+`.3+dA+.L•rl•` S7a.-p �f:" ?'rC�liik'Iykt�kC ):+ ��.1.�.� s tt�t�'t��r�it�"►1'�%3Fa5 s k1l�:FN�_t,•R. 3� Q�;,��}`{�},,�I.' '�,,�1�'` Y rt< piY Y pI '^ tj„ A-4} Pam ,'ifv Y �� ivrA ',I`i4 1 d ✓;1�`,'r�i�zE` b +'+k3'r.+�� ; �, q , AOrjy rr3r y\Y ,f• C .07 s v'7* 0 4 a xr�i4�dY�rSrhr4r " �`r y�°fiFx@r,S�i{'•, 1 ��y F+'a r9,xi.i'yru�F[ t rL�fy�y�� Y 7 n,A 4��d`i�'ryy,•I��' '�`e�� y�.t.a_�. ,k.+c�'a' 3;4tE�(' rj Y "`c�':�^"��.� )�^y � h"'.sr�yi�L• k.{�1��j�;4(�1�.,� s. W MW +1 $46 'uj�a )S�'r 't 3. �•t�{�N,'.;"°�Xgt � �r '• it?gh�} 6 `rTry��, �ifi��r��sY 3'�,�aPy.� Y`��' ��b-. l'�`�tK,� �.�r�,•,� b� � Y' l isAi•� T� �` O' K4tHhi�` gs1�5 Tr 1 t L r,ij LI rS.la '1..M F, ✓:^'ZY..y��si.±'`i '+Sr:� L4 S�y ry>>1��+uS>,�.• +:i' 'is �: 3C�v� iy K y w 41 a � 3�.Sry J oe v L rc� :111 >• � � 'Yeq.uY.u)h4�•F � t�� P- � �'��."�¢!�a��e�t+.�'tlu, �f.• n 4 yp�,.Y A, y�F.t' ''� 1.��u r'1r�. E: f i g: S t 'f ROUND ROCK,TEW City Council Agenda Summary Sheet PURPOSE PASSION.PROSPERITY. G:. `s Agenda Item No. K2. Consider a resolution authorizing the Mayor to execute an acceptance of assignment of a Commercial Contract — Improved Property from Jim Boles for the purchase of property Agenda Caption: located at 1202 East Rock Cove (Killion Tract). Meeting Date: October 11, 2012 i k f I R E k f' ff5 Y I i(( y3 yy{ i. I 2 k. t f: e l' t e t t 3 E P 4' t k { yf F F 3 t } } t f P z LLJ o V � ::D J u � LLJ o 1' f ♦ iQ ASSIGNMENT OF COMMERCIAL CONTRACT-IMPROVED PROPERTY BETWEEN Billy Killion ("SELLER") AND t Jim Boles ("BUYER") i E Re: Property Described As 1202 East Rock Cove, Round Rock,Williamson County, Texas t Date: September 24,2012 Jim Boles,by this instrument grants and conveys to City of Round Rock, all of his right,title, and interest in and to that certain contract executed by Seller and Buyer on August 3,2012, a p copy of which is attached to this Assignment as"Exhibit A." This Assignment is made subject to the following terms: 1. Assignment of contract from Jim Boles(Buyer)to x City of Round Rock(Buyer)according to Section 22E of contract. F 2. Earnest money check for$5000.00 from City of Round Rock made payable to Georgetown Title will accompany this Assignment. : J �1 SIGNED AND DELIVERED this �bgday of AW4ei�ri , OX 1 of. (Name of signor) I t t i f f ACCEPTANCE OF ASSIGNMENT k BUYE ity of Rand Rock f B . ✓ Y• E Dated: i f c�=l2/L0 --Lt P P F TEXAS ASSOCIATION OF REALTORS® COMMERCIAL CONTRACT - IMPROVED PROPERTY USE OF TWO FORM BY PER8ON8 WHO ARE NOT MEMBERS OF THE TEXAS ABBOOIATION OF RBALTORBo 19 NOT AIRNORIZED, f Wroxu AuociWon of RBALTORAM kw.5010 s 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agroes to buy the Property from Seller for the sales price stated In Paragraph 3. The parties to this contract are: k Seller: Billy l v Ka l l 4 on a Address: firAA a he La Gov® zn md Rock- TX 7RIS64 Phone: Fax: s E-mail: t Buyer: Jim Soles and/or Ansa ons Address: w..i-. m..sat Rn+na n(s)c TX 796.97 ' 4 Phone: SFax, (5121244-9519 - 4 E-mail: iimasumm t-nomerc f, can s 2. PROPERTY: F A. "Property" means that real property situated in , Williamson County, Texas at 1202 East Rock Coves Round Rock, TX 79664 (address) and that is legally described on the attached Exhibit or as follows: Round Rock Bast, Sec. 1, Lot 11, 4.67 Acres and Improvements (also known as 1202 Bast Rock Cove) , Round Rock, Williamson County, Texas B. Seller will sell and convey the Property together with: (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, Including Seller's right, title, and Interest In any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Saller's interest in all licenses and permits related to the Property; (6) Seller's Interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's Interest in any trade names, If transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on the Property that Is used in connection with the Property's operations except: Any personal property not included In the sale must be removed by Seller prior to closing. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) (If the Property Is a condominium, attach condominium addendum.) 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property: A. Cash portion payable by Buyer at closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 559.419.00 B. Sum of all financing described In Paragraph 4 . . . . . . . . . . . . . . . . . . . . . . . . . . $ C. Sales price(sum of 3A and 313) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 559.419.00 (TAR•1801)1-28-10 Initialed for IdentifIcatlon by Selier 44, and Buyer Page 1 of 13 Summit Commercial Industrial Properties.Inc.20 CWshoim Trail Round Rock,TX 78681 Phone(312)244.9707 Fax: (512)244-9319 Jim Bolts 1202 Bast Rook Produced wRh ZoFo"by zipLo* 18070 FUbw We Road,Fraser,M dgw 48020 wwmAUatma , f i Commercial Contract-Improved Properly concerning 1202 Bast Rock Cove gaUnd Rock TR 78664 l 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: , f ❑ A. Third Pady Financing. One or more third party loans in the total amount of$ This % contract: ❑ (1) is 119S contingent upon Buyer obtaining third parry financing. 's ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum. ❑ B. Assumpton: In accordance with the attached Commercial Contract Financing Addendum, Buyer will assume the existing promissory note secured by the Property, which balance at closing will be P ❑ C. Seller Fj an ncing: The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of the attached Commercial Contract Financing Addendum in the amount of$ i 5. EARNEST MONEY: r A. Not later than 3 days after the effective date, Buyer must deposit$5,000.00 as earnest mons with Gaorgetosm Title David Hays (escrow agent at 1717 N. Mays, Round Rook, TX 78664 (address) carol zubank (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. I B. Buyer will deposit an additional amount of$ with the escrow agent to be made part of the earnest money on or before: ❑ (q days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii) Buyer will be in default if Buyer falls to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the escrow agent to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY, SURVEY,AND UCC SEARCH: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) Issued by Geor"town Tina (title company), In the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping Improvements: ® (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages In areas" at the expense of ❑ Buyer ❑ Seller. (3) Within 10 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. ,,/ (TAR-1801)1-26-10 Initialed for Identification by Sellow-, and Buyer Page 2 of 13 Pmduoed with 21pFoMW by zipLoptc i aoitt Fifteen MIAs Road,FMW,M 011 48026 7aeE0dAUAO1a.+>gll. 1202 Bast Rook Commercial Contract- Improved Property concerning 1202 !East Rock Cove, Round Rock, TX 78664 6 B. ,Survey:Within 30 days after the effective date: 5 O (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made In accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. O (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. B M (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey Is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller$aoo-0 (insert amount) of the cost of the new or updated survey at dosing, If closing occurs, i C. UCC Search: I ❑ (1) Within days after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform I Commercial Code (UCC) search prepared by a reporting service and dated after the effective date. The search must identify documents that are on file with the Texas Secretary of State and the county where the Property is located that elate to all personal property on the Property and show, as debtor, Seller and all other owners of the personal property in the last 5 years. ® (2) Buyer does not require Seller to furnish a UCC search. 3 D. Buyer's O 'actions to the Commitment. Survey. and UCG Search (1) Within 10 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or W" zone as defined by FEMA). If Paragraph 66(1) applies, Buyer Is deemed to receive the survey on the earlier of: (1) the date Buyer actually receives the survey; or(ii)the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 713(1), will be refunded to Buyer. (3) Buyer's timely lenor terminate under this cd 6D is a waiver s rght to objectect except thatBuyr w t waa the equiements in Sh le C of the commitment. 7. PROPERTY CONDITION; A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense,will complete the following before closing:As is where is (TAR-1801)1-26-10 Initialed for Identification by Seib, and Buyer , Page 3 of 13 Produosd wRh zlpFcma by zipwaix 1 som F teen MRe Rood,Praw,Mohipen 48029 wym 71"k=n 1202 Hast Rook Commercial Contract-Improved Property concerning 1202 Bast: Roak Cove Round Rock,-TX 78664 B. Feasibilty Period: Buyer may terminate this contract for any reason within , 60--- days after the effective date(feasibility period) by providing Seller written notice of termination, (Check only one box.) { M (1) If Buyer terminates under this Paragraph 78, the eamest money will be refunded to Buyer less f' $ 3,gpj0Q that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the escrow agent. The independent consideration is to be credited to the sales price only upon closing of the sale. ,(f,-pp doliar amoyp(,-i$ statedJnAbk Paragraph 71301 or if Beyer fall to timely deposit the earnest money. Buyer will not have the rioht to terminate nate under this Par-agmph 713. 0 (2) Not later than 3 days after the effective date, Buyer must pay Seller$ as Independent consideration for Buyer's right to terminate by tendering such amount to Seller or Sellers agent. if Buyer terminates under this Paragraph 713, the earnest money will be refunded to { Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. Jt_M dollar amount,l1Jl1.Stl1@ Paffigruh 70(2)or if Buyer fails to timely pay the independent consideration. Buyer will not have the right to terminate under this Paragraph 713 1 C. Inspections Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (Including all Improvements and f fixtures) desired by Buyer. t (2) Seiler, at Sellers expense, will tum on all utilities necessary for Buyer to make inspections, studies, or assessments. i (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, Including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim Involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. ProRertv Information (1) Delivery of Progerty Information:Within 10 days after the effective date, Seiler will deliver to Buyer: O (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; ® (b) copies of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases; ❑ (c) a current inventory of all personal property to be conveyed under this contract and copies of any leases for such personal property; (rAR-1801)1-28-10 Inklaled for Identification by Seller ,, and Buyer, Page 4 of 13 produc9d wMh ZWorme by ypLogh 18070 Fifteen Mie Road,Maw,MPoMpan 48020 Iso 1202 Fan Rook Commercial Contract-Improved Property concerning 1202 East Rock Cove, Round Rock, TX 78664 ❑ (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; ® (e) copies of all current service, maintenance, and management agreements relating to the ownership and operation of the Property; ❑ (f) copies of current utility capacity letters from the Property's water and sewer service provider; ® (g) copies of all current warranties and guaranties relating to all or part of the Property; O (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; ® (t) copies of all leasing or commission agreements that currently relate to all or part of the Property; ® 0) a copy of the"as-built" plans and specifications and plat of the Property; i ® (k) copies of all invoices for utilities and repairs incurred by Seller for the Property In the 24 months Immediately preceding the effective date; ❑ (I) a copy of Seller's income and expense statement for the Property from to ; ® (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; ❑ (n) real & personal property tax statements for the Property for the previous 2 calendar years; and r ❑ (o) (2) Return of Propea Information: If this contract terminates for any reason, Buyer will, not later than r 10 days after the termination date: (a) return to Seller all those Items described in Paragraph 7D(1) i that Seiler delivered to Buyer and all copies that Buyer made of those items; and (b) deliver copies of all Inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting O rations: Until closing, Seller. (1)will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract.After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or I make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any non-occupancy of the leased premises by a tenant; (4) any advance sums paid by a tenant under any lease; (5) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (6) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. -stomal Certificates: Within 12__ days after the effective date, Seller will deliver to Buyer estoppel certificates signed not earlier than by each tenant that leases space in the Property. The estoppel certificates must include the certifications contained in the current version of TAR Form 1938—Commercial Tenant Estoppel Certificate and any additional information requested by a third patty lender providing financing under Paragraph 4 If the third party tender requests such additional information at least 10 days prior to the earliest date that Seller may deliver the signed estoppel certificates. (TAR-1801)1-26-10 Initialed for identffrcetlon by Sell and Buyer Page 5 of 13 Pmduoed wkh 4PFomne by ZIPL09iX 18070 FMt m M09 Road,Fraser,WNW 48028 Wf.nffi 9U= 1202 Rest Rook S { Commercial Contract-Improved Property concerning 1202 Z"t Rock Cotta Round Rook TX 78664 I 9. BROKERS: A. The brokers to this sale are: t { NRYANIN Uoense o. oopera ng ro er 0448016 Uoenee No. ":rr Rost on aglAs nt gent i r Main Minh E A rens Round nA Rack. TX 78664 _ Round Rock. TX78681 _4479 (512)244-9707 (512)244-9519 hone Fax Phone Fax a -Mail E E Principal Broker: (Check only one box.) Cooperating Broker represents Buyer. m represents Seller only. ❑ represents Buyer only. ❑ is an intermediary between Seller and Buyer. B. Fes: (Check only(1) or(2) below.) ; f ❑ (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. r ® (2) At the closing of this sale, Seller will pay: t F a Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: r ® 3.000 %of the sales price. ® 3.000 %of the sales price. F The cash fees will be paid In Wi1County, Texas. Seller authorizes escrow agent to pay the brokers from the Seller's proceeds at closing. { NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a Hen against the Property. f i C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. i 10. CLOSING: A. The date of the closing of the sale (closing date)will be on or before the later of: (1) ® 30 days after the expiration of the feasibility period. ❑ (specific date). (2) 7 days after objections made under Paragraph 8D have been cured or waived. (TAR-1801)1-26-10 Initiated for Identlflcation by SeBero , , and Buyer Page 8 of 13 Produoed whh ZJpFamW by dpLog{x'18070 F8'leen Wtl SOed,Freest.MldOW48026 WWA0aWLWM 1202 Fast R0* i Commercial Contract-Improved Property concerning 1202 Must Rock Cove, Round Rock, TX 78664 i i B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in l Paragraph 15. l C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a ❑general W special warranty € deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons In possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. 1 D. At closing, Seller, at Seller's expense, will also deliver to Buyer: ` (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and dear of all liens, to any personal property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items ; as they relate to the Property or its operations: (a) licenses and permits; r (b) maintenance, management, and other contracts; and (c) warranties and guaranties; (5) a rent roll current on the day of the dosing certified by Seller as true and correct; f (6) evidence that the person executing this contract Is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the escrow agent stating that Seller is not a foreign person or, if Seller Is a foreign person, a written authorization for the escrow agent to: (I)withhold from Seller's proceeds an t amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the dosing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At dosing, Buyer will: (1) pay the sales price in good funds acceptable to the escrow agent; I (2) deliver evidence that the person executing this contract is legally capable and authorized to bind i Buyer; (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. i F. Unless the parties agree otherwise, the dosing documents will be as found In the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon dosing and funding of this sale in its present condkion with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that Is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. (17ARA801)1-28-10 Initialed for Identl8catlon by Seiler) and Buyer, Page 7 of 4 produced NAth ZipFofrne by ApLogbc 18070 MW M6e Road,Freest,Mlahigm 46028 www MLOO M 1202 Sea[Rook Commercial Contract- Improved Property concerning 1202 East Rook Cove, Round Rock, TX 78664 F 12.SPECIAL PROVISIONS:(If special provisions are contained in an Addendum, identify the Addendum hero and reference the Addendum in Paragraph 22D.) Buyer is a licensed real estate agent. f 4 t t { 4 y, 4 { 1 i tgt i I 13.SALES EXPENSES: I a A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties l and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; (6) coats to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; k (2) preparation fees of any deed of trust; } (3) recording fees for the deed and any deed of trust; : (4) premiums for flood and hazard Insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; and (6) other expenses that Buyer will pay under other provisions of this contract. i 14.PRORATIONS: A. Proration: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date; taxes will be prorated on the basis of taxes assessed In the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the proration when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other (TAR-1801)1-28-10 Initialed for identificatlon by Seller and Buyer. Page B of 13 F PmWW wM ZlpFWrM by 4*Wbc tewo Fmsen we Road,Fraser,mwpan 48028 mmazinwolum 1202 Best Rook i { s Commercial Contract- Improved Property concerning 1202 Zafst Rock Cove, Round Rock, T8 78664 charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. E B. Rollback Taxes: If Seller changes the use of the Property before closing or if a denial of a special valuation on the Properly claimed by Seller results in the assessment of additional taxes, penalties, or interest(assessments)for periods before closing, the assessments will be the obligation of Seiler. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before i closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and SecurJJy Deposits:At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 16.DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller may: (1) terminate this contract and receive the earnest money, as liquidated damages and as Seller's sole remedy; or (2) seek any other relief provided by law. Seller ❑ may ® may not enforce specific performance. i B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 158, if Seller fails to comply with this contract, Seller is in default and Buyer may: ! (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 713(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16.CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to Its previous condition as soon as reasonably possible and not later i than the closing date. If,without fault, Seller is unable to do so, Buyer may: (1) terminate this contract and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; (2) extend the time for performance up to 15 days and closing will be extended as necessary; or { (3) accept at closing: (1) the Property in Its damaged condition; (ii) an assignment of any Insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (iii) a credit to the sales price In the amount of any unpaid deductible under the policy for the loss. B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: (1) terminate this contract by providing written notice to Seiler within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer, or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent Is a prevailing party In any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. (TAR-1801)1-26-10 Initialed for Identification by Seller and Buyer,„ Page 9 of 13 Produced whh ZWonM by ApLo& 18070 Fifteen MIM Road,Freest,MfoMpen 48028 bCE0E JWWI QoM 1202 Fast Rock f rte. 4 Commercial Contract-Improved Property concerning 1202 East Rock Cove, Round Rook, TX 76664 r 18. ESCROW: A. At dosing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, escrow agent may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from all parties. B. If one party makes written demand for the earnest money, escrow agent will give notice of the demand 5 by providing to the other party a copy of the demand. If escrow agent does not receive written objection to the demand from the other party within 15 days after the date escrow agent sent the demand to the other party, escrow agent may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses Incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors. I C. Escrow agent will deduct any independent consideration under Paragraph 78(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If escrow agent complies with this Paragraph 18, each party hereby releases escrow agent from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to escrow agent are effective upon receipt by escrow agent. F. Any party who wrongfully fails or refuses to sign a release acceptable to escrow agent within 7 days after receipt of the request will be liable to the other party for liquidated damages in an amount equal to the sum of: (1) three times the amount of the earnest money; (ii) the earnest money; (Ili) reasonable r attorney's fees; and (iv)all costs of suit. 4 G. ❑ Seller ❑ Buyer intend(s)to complete this transaction as a part of an exchange of like dnd properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in # connection with the contemplated exchange will be paid by the exchanging party. The other patty will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and In good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19.MATERIAL.PACTS: To the best of Seller's knowledge and belief: (Check only one box.) ❑ A. Seller is not aware of any material defects to the Property except as stated In the attached Property t Condition Statement. ® B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures, pits,waste, springs, or improvements; } (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; r (5) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that It adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying Insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any material physical defects in the improvements on the Property; or (11)any condition on the Property that violates any law or ordinance. (Describe any exoeptions to(1)-(11) in Paragraph 12 or an addendum.) (rAR-1801)1-26-10 Initialed for Identification by Seller, , and Buyer, Page 10 of 13 produced wAhZlpFo nr0byzlpLaQx 18070 FlrteW MAS Road,Fraser,WNW 48026 VAW21Wa*-0= 1202 Fit Rock z i k E f Commercial Contract- Improved Property concerning 1202 East Rook Cove. Round Rock. TX 78664 i 20.NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mall return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. M A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. ® B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated In Paragraph 1. 1. 21.DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22.AGREEMENT OF THE PARTIES: t A. This contract is binding on the parties, their heirs, executors, representatives, successors, and ; permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If i any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. { B. This contract contains the entire agreement of the parties and may not be changed except In writing. C. If this contract is executed in a number of Identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are; (Check all that apply.) ❑ (1) Property Description Exhibit identified In Paragraph 2; ❑ (2) Commercial Contract Condominium Addendum (TAR-1930); ❑ (3) Commercial Contract Financing Addendum (TAR-1931); ❑ (4) Commercial Property Condition Statement(TAR-1408); ❑ (5) Commercial Contract Addendum for Special Provisions (TAR-1940); ❑. (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards(TAR-1908); ❑ (7) Notice to Purchaser of Real Property in a Water District(MUD); ❑ (8) Addendum for Coastal Area Property (TAR-1915); ❑ (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TAR-1916); M (10)Information About Brokerage Services; and ❑ (11) i f (Note:Counsel for the Texas AssodaHon of REALTORS®(TAR)has determined that any of the foregoing addenda which are promulgated by the Texas Reel Estate Commission(TREC)or published by TAR are appmpdste for use with B11s form.) i E. Buyer M may ❑may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's r obligations under this contract. ` 23.TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or I legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24.EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the escrow agent receipts this contract after all parties execute this contract. (rAR-1801)1-26-10 Initialed for IdentNicatlon by Seller and Buyer444Page 11 of 18 Produced wNh 21pF=*by ApLog* 18070 F81een Mile Road,Reeer,blkhigm 48029 fs0o0ELxMinbt,tm 1202 But Rook i I s j Commercial Contract-Improved Property conceming 1202 Rant Rock Cove. Round Rock. TX 78664 a 26.ADDITIONAL NOTICES: f A. Buyer should have an abstract covering the Property examined by an attomey of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, 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."The real property Is described in Paragraph 2 of this contract. f D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be Included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be Included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included In the extra territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation r by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract. H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property Inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, Inspectors, and repairmen Is the responsibility of Buyer and not the brokers. i 26.CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., In the time zone in which the Property Is located, on Auauat 3, 2012 the offer will lapse and become null and void. (TAR-1801)1-28-10 Initialed for IdentlfkJation by Seller, and Buyer, Page 12 of I ft, produoed wHh ZlpF=*by zip 414 10070 FftM hale Road,Frew,hflchlpan 49028 1ppt w Zi"kx.9om 1202 Past Rock it i. 3' E r i Commercial Contract- Improved Property concerning 1202 East Rock Cove, Round Rook, TX 78664 READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. s Seller. Buyer: Jim-Soles and/or Assigns By: By: i By(sig re): % f2 By(signature): F Printed Name: Printed Name: Title: • W n/f ef Title: Y By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: i AGREEMENT BETWEEN BROKERS (use only ff Paragraph 98(1)Is etrecdve) Principal Broker agrees to pay (Cooperating Broker)a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: ❑ $ , or 4 ❑ % of the sales price, or ❑ %of the Principal Broker's fee. Escrow agent is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal roer Cooperating Broker t By: By: r ATTORNEYS Seller's attorney: Buyer's attorney: i Address: Address: r t: Phone&Fax Phone&Fax: P 5 E-mail: E-mail: I Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other Information: notices, and other information: ❑ the title company sends to Buyer. ❑ the title company sends to Seller. ❑ Seller sends to Buyer. ❑ Buyer sends to Seller. k ESCROW RECEIPT Escrow agent acknowledges receipt of: MrA. the contract on this day _ PLO/ (effective date) ZJ cleB. earnest money In the amount of$ o Do,vO in the form ofon I Escrow Agent: fs_-eonc rll-k eo Addre s: 1-717 S I By: 1� � -- Phone & Fax: Assigned file number(GF#); E-mail: Ara c0 c�G�'Rt �/t4 (rAR-1801)1-211-10 Page 13 of 13 Produosd wHh Z1pF0nT*by s1pLo0rx 18070 FHeen We Road,Fraser:MHctdpen 48048 WWML2MA0hL=n 1202 Fast Rook t t • i' i Approved by the Texas Real Estate Commission for Voluntary Use 10-10-11 I. Texas law requires all real estate licensees to give the following information about. brokerage services to prospective buyers,tenants, sellers and landlords. Information About Brokerage Services b afore working with a real estate broker, you intermediary. The written consent must state who will should know that the dudes of a broker pay the broker and, in conspicuous bold or underlined depend on whom the broker represents. If print, set forth the broker's obligations as an k you are a prospective seller or landlord intermediary. The broker is required to treat each (owner) or a prospective buyer'or tenant (buyer), you party honestly and fairly and to comply with The should know that the broker who lists the property for Texas Real Estate License Act A broker who acts as i sale.or lease is the owner's agent. A broker who acts an intermediary in a transaction: as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer's (1) shall treat all parties honestly; agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent (2 may not disclose that the owner will accept a in writing. A broker can assist you in locating a price less than the asking price unless authorized in property, preparing. a contract or lease, or obtaining writing to do so by the owner; finandrq--'-•withouf;"rt presenting you.. A-*'1brdker is w a lose tFia . e btlye`P will pay . tYl5ligtat °llglw to treat you honestly' "' "" ""peter than the price�ed in a written offer IF THE BROKER REPRESENTS THE OWNER: unless authorized in writing to do so by the buyer,and The broker becomes the owner's agent by entering (4) may not disclose any confidential information 4 into an agreement with the owner, usually-through a or any information that a party specifically instructs the written - listing agreement, or by agreeing to Act as a broker in writing not to disclose unless authorized in subagent by accepting an offer of subagency from the writing to disclose the information or required to do so ' listing broker. A subagent may work in a different real by The Texas Real Estate License Act or a court order estate office. A listing broker or subagent can assist• or if the information materially relates.to the condition the buyer but does not represent the buyer and of the property. must place the interests of the owner first The buyer should not tell.the owner's agent anything the buyer With the parties' consent, a broker acting as an would not want the owner to know because an intermediary between the parties may appoint a owner's agent must disclose to the owner any material person who is licensed under The Texas Real Estate x information known to the agent License Act and associated with the broker to t communicate with and carry out instructions of one IF THE BROKER REPRESENTS THE BUYER: . party and another 'person who Is licensed under that ; The broker becomes the buyer's agent by entering Act and associated with the broker to communicate 4 Into an agreement to represent the buyer, usually with and carry out instructions of the other party. through a written buyer representation agreement. A buyer's,agent can assist the owner but does not If you choose to have a broker represent you,you represent the owner and must place the interests of should enter into a written agreement with the.broker the buyer first. The owner should not telt a buyer's that clearly establishes the broker's obligations and agent anything the owner would not want the buyer to your obligations. The agreement should state how an d know because a buyer s agent must discbse to the by whom the broker vines be paid. You have the right to I buyer any material information known to the agent choose the type of representation,.if any, you wish to receive. Your payment of a fee to a broker does not IF THE BROKER ACTS AS AN INTERMEDIARY: necessarily establish that the broker represents you. If A broker may . as an intermediary between the you have any questions regarding the duties and A broker if the broker compiles with The Texas Real responsibilities of the broker,you should resolve those Estate License Act The broker must obtain the written questions before proceeding. consent of each party to the transaction to act as an Y r1s�p Real este a o nsee,psks that you acknowledge receipt of this information about brokerage services for the licensee's records. 3 Wyer,jSaW,Landlord or Tenant Date Tome Real Estab Brokers and SalesParoau aro licensed and MFlatad by the Tom Real Estate Commkslon(TREC).it you have a question or complaint rag"ng a real pule licensee,you should contact TREC at P.O.Box 121x6,Arman,Taxes 78711-2180,612-630-3000 OdtPJAWW-VOC.smaw.yoh i (TAR-2501) 10-10-11 TREC No.OP-K Summit Corn000rcial Industrial Properties,bra.20 Chishoke Trail Round Rock,TX 78681 i Phone:(512)244 9707 Far (512)244-9519 Jim Boles Hackebcil-Boles Produced v^2ipFwn*by AAA* 16070 FRben Mae Road,From.M left n 48028 wNwabl.00kcarnI. r s , f 4 • tk L (k F E k i r ,A I� 4 Y rJ % r a if F [ rr s• ) ._.> r }Ys Bann l E } ro r ) ''rN N'S ',f S.r<'x� 5 ♦•} r r' .rt. fix'• iyt.r x�. S 1 r•r � .�'f a'e s .yi t 7 tt' YZa� aa' xX t.'F h7�'� .. r i7 i r ..a :}7 .IV, �T6 x -'f J r r t,.M1 '� f y �Iry VI I r ! E {f%rjs +n 'q, ff7 rY�ii�. � rC.: y t}"3 i..i r ✓q; Yj 4J `%: i ♦tr � } ,x;�i �i '�� it i'Sf y3 .,,� y ti hr�,� V 'fje 9-Pf� '�jh` F •: A2, 4 S,' rx `}'4 r s•y at 5 n��1r.,'�veyui,*'�C•^TYy #�` s+yr rxfT J' k), y�,C ": t )n is h�a � r �v�t .�rrrx y sS f� aV�yyP'`�S`n{vim ,x•r f'f i'r•{4v 'y%��. �l�f �, esY" S�E t'r sj''kF � l•4 f'"' jf t C t as>e, .x'P V t � � .,�Hy W}Y F3 L '31 ✓LP`•, n11, > yy. 't if d k d>'..i < Y aM1.ra '.c s} d ✓t5 f,V'' to �+..+ya +r',fy`n tf< S s Yri#• ��s^ '' �'x---.`r d u♦2 r�ry 3 x t ys?`r a3+" r .4'•, '�'t Y a c x�i'•F V 21 5 f 3 ,♦ `3,yfif a.a �aa• � t. x .r' C i'YTx 1dr1'CAyr'_g+� }�•�e? ! Il �r' Ln} ta F°. y+J. ` 1"i"n�`.Fx'Yiy1, •nN�C�",tt��A'SF��5'��4r•�w}� r3�yt t� �3��s�,`feav�y+ Uf� �r�r .. ,, y{'ref Z E > � rS 't itGhp3r "' G 577 ti:-r.'\i."�t}'Ld Sa �AY"y`G dt [,'y. AM Yv��-"�tN[`��,-�`'ti�,�°y„b4''�t'�f ��'Qz'x°' �k8gtft�,C,�,rra�'��•��'��`+'ML { �'� f W. I - 'i�Y tu I �t� fi ..R,,.,r ' r�;A�•n[�t�r«%} r A@ r +' r r 3r i51�;, �§ 1'y� YYr° i., +�'�Z Y. P•�R A 99t��i1y#'fi �x C'� r�r L.✓•' c %��Y��,� �s \ i 4�ekd—f: � �F4�n�'L S a' Ca�;r� +4��..�r•�ie4 t • K'n "" � c rrY ♦ of S7Aa v'1hT ''r tyS�S' s ;7J f r 1, , e§�CaF etY r�x�.t✓xy '•y'��Cu} i r itl'•ix4Y^S�ai• L!'ayakt �Zr►�i � + J., �;'7a r'u xxyj}} b � .,n '+5+ J , .':'41 C r 4 r' ..•' I a , � lr,ilf F4t t. s-- ♦ 'ia -} �.r � r" �.; + r r1 1 r�, y,',M1ts'?.:74a1�••--�{»�ry,�+sy. rap' s c>y<r rNi jY RN. l'.� t ; �yQ P y D YnVO�y 'jQ. ga>S {`P 4arx Y R ff1\.ie"G.d�fivq��nt 7 w♦ ♦. Ek* Tr�'r ?rrVO,'...,Sw>yt tt,,..`P 4}.lr:y,.; :