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Contract - Gregory S. Milligan - 8/23/2018 REAL ESTATE CONTRACT THIS REAL ESTATE CONTRACT ("Contract") is made by and between GREGORY S. MILLIGAN, RECEIVER, (referred to in this Contract as "Seller", whether one or more) and the CITY OF ROUND DOCK, 'TEXAS (referred to in this Contract as "Purchaser"), upon the terns and conditions set forth in this Contract. ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, the tract(s)of land described as follows: All of that certain 40.051 acre tract of land out of and situated in the Robert McNutt Survey, Abstract No. 422 in Williamson County, Texas; being more fully described in Exhibit"A",attached hereto and incorporated herein, together with all and singular the rights and appurtenances pertaining to the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real property, rights, and appurtenances being referred to in this Contract as the "Property"), and any improvements and fixtures situated on and attached to the Property described in .Exhibit "A" not otherwise retained by Seller, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Purchase Price 2.01. The Purchase Price for the Property described in Exhibit "A", including compensation for any improvements on the Property, shall be the sum of TWO MILLION NINE HUNDRED SEVENTY-ONE THOUSAND NINE HUNDRED AND SEVENTY and 00.`100 Dollars($2,971,970.00). Pa ent of Purchase Price 2.02.The Purchase Price shall be payable in cash at the Closing. Escrow Deposit 2.03 Purchaser shall remit to the title company identified in Section 5.01 below, within seven (7) calendar days from the date of last execution below, an earnest money deposit in the amount of $25,000.00 ("Escrow Deposit"), which shall be applied to the Purchase Price at Closing.. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the Closing). None Miscellaneous Conditions 3.02. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract in Sections 4.01 and 5.02 to be performed, observed, and complied with by Seller prior to or as of the Closing. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 4.01. Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the Closing Date, to the best of Seller's knowledge: (a) Other than the prior disclosures made to Purchaser regarding two potential tenants renting mobile homes and the Seller's observation of a camping trailer on the Property, there are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers,other than previously disclosed to Purchaser; (b) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property,or any part thereof; 4,02. The Property herein is being conveyed to Purchaser under threat of condemnation. ARTICLE V CLOSING Closing Date 5.01. The Closing shall be held at the office of Heritage Title Company, on or before October 31, 2018, or at such time, date, and place as Seller and Purchaser may agree upon, or within 10 days after the completion of any title curative matters if necessary for items as shown on the Title Commitment or in the contract(which date is herein referred to as the"Closing Date"). 219 Seller's Obligations at Closing 5.02. At the Closing Seller shall: (1) Deliver to the City of Round Rock, Texas a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property described in Exhibit"A", free and clear of any and all liens and restrictions,except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable; (b) Any exceptions approved by Purchaser pursuant to Article III hereof; and (c) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Title Company, in Purchaser's favor in the full amount of the Purchase Price, insuring Grantee's fee simple and/or easement interests in and to the Property subject only to those title exceptions listed herein, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: (a) The boundary and survey exceptions shall be deleted; (b) The exception as to restrictive covenants shall be endorsed "None of Record", if applicable;and (c) The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed "Not Yet Due and Payable". (3) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall: (a) Pay the cash portion of the Purchase Price. Prorations 5.04. General real estate taxes for the then current year relating to the Property shall be prorated as of the Closing Date and shall be adjusted in cash at the closing. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. Agricultural roll-back taxes, if any,shall be paid by Purchaser. 3 '' Closing Costs 5.05. All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: (1) Owner's Title Policy and survey to be paid by Purchaser. (2) Deed,tax certificates, and title curative matters, if any, paid by Purchaser. (3) All other closing costs shall be paid by Purchaser. (4) Attomey's fees paid by each respectively. (5) Broker's real estate commission equal to 4°x'0 of the Purchase Price to Don Quick& Associates shall be paid by Seller. ARTICLE VI BREACH BY SELLER. In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser's default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit, if any, shall be forthwith returned by the title company to Purchaser. ARTICLE VII BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE VIII MISCELLANEOUS Notice 8.01. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of the party. 4 � Texas Law to Apply 8.02. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County,Texas. Parties Bound 8.03. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction 8.04. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 8.05. This Contract constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. Time of Essence 8.06. Time is of the essence in this Contract. Gender 8.07. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. Memorandum of Contract 8.08. Upon request of either party, the parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 8.09 In accordance with the requirements of Section 20 of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection. 5 , Effective Date 8.10 This Contract shall be effective as of the date it is approved by the Round Rock city council or city manager, which date is indicated beneath the Mayor's or City Manager's signature below. Counterparts 8.11 This Contract may be executed in any number of counterparts, which may together constitute the Contract. Signatures transmitted by facsimile or electronic mail may be considered effective as originals for purposes of this Contract. Feasibility Period 8.12 Purchaser shall have a sixty (60) day feasibility period after the Effective Date to conduct soil investigations and other due diligence matters. If for any reason, Purchaser opts to terminate this contract during said feasibility period, Seller and Purchaser shall have no further obligations under this contract and Seller consents to the return of the Escrow Deposit. Seller shall permit Purchaser to occupy the Property during the feasibility period to exercise due diligence matters with reasonable advance notice to Seller. Bankruptcy Court Approval 8.13 Purchaser acknowledges this contract is subject to final approval of the United States Bankruptcy Court for the Western District of Texas,Austin Division. Seller's Disclosure 8.14 Seller has disclosed to Purchaser, pursuant to applicable disclosure requirements of the Texas Real Estate Commission, that he is a licensed real estate agent in the State of Texas. [signatta-e page follows] 6 SELLER: '0�4 AA 4 6 'dREG6RY S. ILS IGAN,&UIVER Address: P.Q. Box 90099 Austin,Texas 78709 Date: August 29,2018 PURCHASER: CITY OF ROUND ROCK,TEXAS By: Address: 221 East Main St. Mt)ea� Round Rock, Texas 78664 Printed Name: its: Date: e� Zel"i c� 71 E46LEEYE / CM57RW7XWurour Eagle Eye Construction Layout 3000 Joe DiMagglo Blvd.Suite 84 Round Rock,Texas 78665 (512)464-4468 EXHIBIT"A" 1BPLS FIRM#101943.39 40.051 ACRES,(1,744,628 Sq.Ft,) METES AND BOUNDS DESCRIPTION A DESCRIPTION OF A 40.051 ACRE(APPROX.1,744,628 Sq.FL)TRACT OF LANA,SITUATED IN THE ROBERT McNU"fT SURVEY,ABSTRACT No.422, LOCATED IN WILLIAMSON COUNTY,TEXAS BEING ALL OF THOSE CERTAIN THREE(3)TRACT($)OF LAND BEING MORE PART'[CULARLY DESCRIBED AS A CALLED 3.32 ACRE TRACT OF LAND,CONVEYED TO RONALD C.PHELPS,IN A DEED OF TRUST,DATED MARCH 25, 2009 AND APPEARING OF RECORD UNDER DOCUMENT No. 2005020597 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY LAND,CONVEYED IN A DEED OF TRUST TO A.RICK HIGHTOWER,DATED DEICEMB A�TRACT OF APPEARING OF RECORD UNDER DOCUMENT No.2012105320 OF THE OFFICIAL PUBLIC RED OF WILLIAMSON COUNTY,TEXAS AND THAT CERTAIN AND CALLED 19,33 ASE AN OF lAND,BEING DESCRIBED IN THAT CERTAIN DEED OF TRUST, CONVEYED TO A. RICK HIGHTOWEk DATED DECEMBER 14,2012 AND APPEARING OF RECORD UNDER DOCUMENT No.2012105323 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY,TEXAS,SAID 40,051 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY THE METES AND BOUNDS AS FOLLOWS: BEGINNING at a found 1/2-Inch Iron rod,for the southwesterly corner of the hereon,described 40.0.51 acre tract of land being along the easterly right-of-way line of Red Bud Lane,also known as County Road 122,having a variable right-of-way width,same being the southwesterly carrier of the aforementioned 3.32 acre tract of land,same being the northwesterly corner of a called 5.0 acre tract of land being described In that certain Warranty Deed,conveyed to IBS of Austin, Inc., dated April 28, 2004 and appearing of record under Document No. 2004067512 of the Official Public Records of Williamson County,Texas and from which a calculated point bears South 02'O1'15"Easy,a distance of 158.1.3 feet for the southwesterly comer of said 5.0 acre tract of land,same being the northwesterly corner of a called 106.6 acre tract of land,being described as Tract 3 In that certain Warranty Deed of Gift,conveyed to Beverly Johnson Gordon, 25,1998 and appearing of record under document No.1998035986 of the Official Public Records dated June Of Williamson County,Texas; THENCE North 02'W 50r Wim,along the easterly right-of-way line of the aforementioned Red Bud Lane,same being the westerly property line of the aforesaid 3.32 acre tract of land,a distance of 49.99 feet to a found "X" c ut/chiseled In concrete for exterior ell-comer of the hereon, described 40.051 acre tract of land,same being the northwesterly comer of the said 3.32 acre tract of land,same being the southwesterly comer of a called 5.220 acre tract of land being Particularly described In that certain General Warranty Deed, conveyed to High CountyR ore LLC.,dated July 18,2007 and appearing of record under Document No.2007061080 of the opal Public Records of Willlamson County,Texas; Official Page 1 of 4 'd THENCE North 87'27'4V'East,along the northerly property line of the aforementioned 3.32 acre tract of land,same being the southerly property line of the aforesaid 5.220 acre tract of land a distance of 732.62 feet to a set 1/2-inch Iron rod with plastic cap,stamped "4863"for an ell- corner of the hereon,described 40.051 acre tract of land,same being the southeasterly corner of the said 5.220 acre tact of land,same being an Interior ell-corner of the said 3.32 acre tract of land and from which a found 1/24nch Iron rod bears North 04.37'34"East, a distance of 4.45 feet for a possible improperly placed boundary comer, THENCE North 02.25'21"West, along the easterly property line of the aforementioned 5.220 acre tract of land,same being the Interior westerly Property line of the aforesaid 3.32 acre tract of land,a distance of 94.67 feet to a set 1/2-Inch Iron rod with plastic cap,stamped"4863"for an Interior ell-corner of the hereon, described 40.051 acre tract of land, same being the Interior northwesterly ell-corner of the said 3.32 acre tract of land,same being the southwesterly comer of that certain remaining portion of the called 32.21 acre tract of land, being described In that certain Deed,conveyed to Kenneth W.Burge,dated April 4,1997 and appearing of record under Document No.1997016054 of the Official Public Rees of Williamson County,Texas; THENCE North 83.08 04"East,along the northerly property line of the aforementioned 3.32 acre tract of land,same being the southerly property line of the remaining portion of the aforesaid 32.21 acre tract of land, a distance of 499.67 feet to a set stamped"4863"for an Interior ell-comer of the hereon,described i40 051 acre trait plasticnch Iron rod with land same being the southeasterly comer of the said remainingme land and an ell-corner of the aforementioned 19.33 acre tract of that certain 3 '21 acre tract of THENCE with the common dividing property line of the aforementioned 19.33 acre tract of land and the remaining portion of the called 32.21 acre tract of land the following Four(4)courses and distances; 1).North 00"01'OS"Easy,a distance of 339.71 fleet to a set 1/2-Inch iron rod with plastic cap,stamped"4863": 2).South 8r 43'23"West,a distance of 216.50 feet to a set 1/2-inch iron rod with plastic cap,stamped"4863"; 3y.South 42"34'39"West,a distance of 150.00 feet to a set 1/2-Inch Iron rod with plastic cap,stamped"4863"; 4).south 87"43'22"West,a distance of 920.22 feet to a found 1/2-4nch Iron rod,along the easterly right-of-way line of the aforementioned Red Bud Lane,same being the southwesterly comer of the aforesaid 19.33 acre tract of land and the northwesterly comer of the said remaining portion of the 32.21 acre tract of land; THENCE North 024'22'12"West,along the easterly right-of-way line of the aforementioned Red Bud Lane, passing the common westerlydividing g Property corner of the aforesaid 1933 and 17.37 acre tract(s)of land at 55.00 feet and continuing an additional 55.23 feetfor a total distance of 110.23 feet to a found 1/2-inch iron rod for the northwesterly corner of the hereon,described 40.051 acre tract of land, same being the northwesterly comer of the said 17.37 acre tra land,same being southwesterly corner of Lot 1A,Block B of the Final Plat of Madsen Ranch ct of 1,being a 0.3756 acre tract of land being dedicated to the ,Phase purposes,according to the map of plat thereof,record under Document Round Rock for 9319 of-Way Official Public Records of Williamson County,Texas; nt No.20x5093195 of the Page 2 of 4 THENCE North 87'34'19"East,along the northerly property line of the aforementioned 17.37 acre tract of land,same being the southerly common lot line of Logs)1,3A and 17-30,Block 8 of the aforesaid Madsen Ranch,Phase 1 a distance of 797.94 feet to a set 1/2-Inch Iron rod with plastic cap,stamped"4863"for an ell-corner of the hereon,described 40.051 acre tract of land, same being the northwesterly Interior ell-comer of the said 17.37 acre tract of land and the southeasterly corner of the said Lot 30,Block B,Madsen Ranch,Phase 1; THENCE North 02'25'41"West,along the common easterly lot line(s)of Lots)30—33,Block B of the aforementioned Madsen Ranch, Phase 1, same being the westerly property line of the aforesaid 17.37 acre tract of land a distance of 250.00 feet to a set 1/2-Inch iron rod with plastic cap,stamped"4863"for the northerly most corner of the hereon,described 40.051 acre tract of land,same being the southwesterly corner of the remaining portion of that certain 46.318 acre tract of land being described as Tract 2 in that certain Special Warranty Deed,conveyed to 72 OSP,LLC.,dated June 1,2015 and appearing of record under Document No.2015047357 of the Official Public Records of Williamson County,Texas; THENCE with the common dividing property line of the aforementioned 48.318 and the 17.37 acre tract(s)of land the following Three(3)courses and distances: 1).North 87'33'56-East,a distance of 1269.82 feet to a found 1/24nch Iron rod; 2).North 01'3431-West,a distance of 450.17 feet to a set 1/2-inch iron rod with plastic cap,stamped"4563" 3).North 23'05'49"West,a distance of 65.29 feet to a set 1/2-Inch Iron rod with plastic cap,stamped"4863•for the northern most westerly corner of the hereon,described 40.051 acre tract of land,same being the northwesterly comer of the said 17.37 acre tract of land and the southwesterly corner of a called 21.67 acre tact of land,being described In that certain General Warranty Deed, conveyed to John Reed, dated May 7, 2009 and appearing of record under Document No.2009033054 of the Official Public Records of Williamson County,Texas; THENCE North 84'27'S(r East,along the northerly property line of the aforementioned 17.37 acre tract of land,same being the southerly property line of the aforesaid 21..67 acre tract of land, a distance of 426.82 feet to a found Iron rod with plastic cap, stamp being illegible, for the northeasterly comer of the hereon, described 40.051 acre tract of land, same being the northeasterly corner of the said 17.37 acre tract of land,same being an angle point along the southerly property line of the said 2L67 acre tract of land and the northwesterly corner of Lot 52,Block it of the Siena Section 23A,according to the map or plat thereof,appearing of record cruder Document No.2015008675 of the Official Public Records of Williamson County,Texas; THENCE South OS'33'12"East,along the westerly lot line of Block it of the aforementioned Siena Section 23A, same being the easterly property line of the aforesaid 17.37 acre tract of land a distance of 847.63 feet to the common easterly dividing corner of the said 17.37 acre tract of land and the aforesaid 19.33 acre tract of land,thence continuing an additional 625.80 feet for a j total distance of 1473.43 feet to a set 1/2-inch Iron rod with plastic cap,stamped"4863"for the southeasterly comer of the hereon, described 40.051 acre tract of land, same being the southeasterly corner of the said 19.33 acre tract of land,same being an Interior ell-comer of a 0.165 acre tract of land, being described as Tract 2 in that certain Special Warranty Deed, conveyed to Kenneth W. Burge,dated June 18,2014 and appearing of record under Document No.2014090982 of the Official Public Records of Williamson County,Texas; i Page 3 of 4 THENCE South 85.32'36"West, along the southerly property line of the aforesaid 19.33 acre tract of land,same being the northerly property line of the aforesaid 0,165 acre tract of land,a distance of 22.99 feet to a set 1/2-Inch Iron rod with plastic cap,stamped"4863" for an angle point along the southerly property line of the hereon,described 40.051 acre tract of land,same being the northwesteriy corner of the said 0.165 acre tract of land and the northeasterly corner of the aforementioned 106.6 acre tract of land; THENCE with the common dividing property line of the aforementioned 19.33 acre tract of land and the aforesaid 106.6 acre tract of land the following Two(2)courses and distances: 1),South 88'2(r 24"West;a distance of 450.05 feet to a set 1/24nch Iron rod wlth pi tic cap,stamped"4863"; 2).South 87'24'06"West,a distance of 672.72 feet to a set 1/2-inch Iron rod with plastic cap,stamped"4863"for the southerly most west corner of the hereon,described 40.051 acre tract of land,same being the southerly most west corner of the aforesaid 9.33 acre tract of land and the southeasterly corner of the aforementioned 5,00 acre tract of land; THENCE North 02.W 45"West,along the common dividing property line of the aforementioned 1933 and 5.00 acre tract of land,a distance of 156.49 fleet to a set cap, stamped "4863" for common intersecting corner of the said 3,32, 5.00 and 94nch Iron rod t33lastic tract(s)of land; acre THENCE South 87'33'4,r West, along the southerly property line of the aforementioned 3.32 acre tract of land,same being the northerly property line of the aforesaid 5.00 acre tract of land, a distance of 1384.78 feet to the POINT 4F BEGINNING,containing the hereon,described 40.051 acre(Appro)c,1,744,628 Sq.Ft.)tract of land,more or less. Survey on the ground,September 81th,1,1d'and 22M of 2017 Attachment: A separate Boundary and As-Built survey accompanies this metes and bounds description, Bearing are based on the Texas Coordinate System,Central Zone(FIDS 4203) �E air r 5.••Lc3�a� '••. ..... • i 4M ��: Charles M.Benson •• ,'` Registered Professional Land Su eyor .... � October 2,2017 State of Texas No.4863 Location Reference l l WCad Property ID#R315416 d Page 4 of 4