Contract - Spirit Master Funding X, LLC - 1/28/2021 REAL ESTATE CONTRACT
Gattis School Road Ph. 3 Right of Way
THIS REAL ESTATE CONTRACT ("Contract") is made by and between SPIRIT
MASTER FUNDING X, LLC, a Delaware limited liability company (referred to in this Contract
as "Seller", whether one or more) and the CITY OF ROUND ROCK, TEXAS (referred to in this
Contract as"Purchaser"), upon the terms and conditions set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
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 0.119 acre (5,165 square foot)tract of land out of and situated in
the Asa Thomas Survey, Abstract No. 609 in Williamson County, Texas; more
fully described in Exhibit"A", attached hereto and incorporated herein arcel 6 ;
together with all of Seller's right, title and interest, if any, in and to 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, compensation for any improvements on the
Property, and for any damage or cost of cure for the reconfiguration of the remaining property of
Seller shall be the sum of ONE HUNDRED TWELVE THOUSAND SIX HUNDRED SIXTY-
TWO and 19/100 Dollars ($112,662.19).
Payment of Purchase Price
2.02. The Purchase Price shall be payable in cash at the Closing.
1821 Gattis Road,Round Rock,TX
P04392
S03942
002-1-D2_0
ARTICLE III
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obliizations
3.01. The obligations of Purchaser and Seller 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).
Miscellaneous Conditions
3.02. Seller shall have performed, observed, and complied with all of the covenants,
agreements, and conditions required by this Contract to be performed, observed, and complied
with by Seller prior to or as of the Closing.
3.03 Purchaser shall have performed, observed, and complied with all of the covenants,
agreements, and conditions required by this Contract to be performed, observed, and complied
with by Purchaser 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) Except for CUPS Corp., a Delaware corporation ("Tenant") (and those claiming
by and through Tenant) pursuant to that certain Lease Agreement dated May 7, 2015, there are no
other known parties in possession of any portion of the Property;
(b) To Seller's knowledge, Seller has not received any written notice from any
governmental authority with jurisdiction over the Property of any material violation of any laws
applicable to all or any portion of the Property that has not been cured. The term Seller's
knowledge shall mean and be limited to the current actual knowledge (and not the constructive
knowledge) of Kmeal Winters, Vice President, Asset Management of Seller, without duty of
investigation or personal liability;
(c) Purchaser acknowledges that the Property is being sold AS IS, WHERE IS without
any representation or warranty whatsoever by Seller (except as expressly stated herein), and
further subject to (i) all current taxes not yet due and payable, assessments and any other liens
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arising therefrom, (ii) all reservations in patents, deed restrictions, easements, rights of way,
covenants, conditions,restrictions, encroachments, and encumbrances, as may appear of record,to
the extent that said items are still valid and in force and effect at this time, (iii) any zoning and
other governmental restrictions applicable to the Property, (iv) any matter appearing on the
Purchaser's policy of title insurance, (v) any matters that are created by or arise from the act or
acquiescence of Purchaser, its affiliates, employees, agents, or representatives, and (vi) all other
matters that can be determined by a visual inspection or a complete and accurate ALTA/NSPS
survey of the Property(the"Permitted Exceptions").
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 Independence Title Company, whose
address is 203 W. Main Street, Suite A, Pflugerville, Texas, Attn: Julia Bechara (the "Title
Company") on or before March 15, 2021, or at such time, date, and place as Seller and Purchaser
may agree(which date is herein referred to as the "Closing Date").
Seller's Obligations at Closing
5.02.At the Closing Seller shall:
(1) Deliver to the Title Company a duly executed and acknowledged Deed conveying fee
simple to all of the Property described in Exhibit "A", free and clear of all monetary liens and
restrictions, including specifically a partial release of the existing lease with CWPS Corp.
identified herein, subject to the Permitted Exceptions.
(2)The Deed shall be in the form as shown in Exhibit`B"attached hereto.
(3) Provide reasonable assistance as requested and at no cost to Seller to cause Title
Company to provide Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued
by Title Company, in Purchaser's favor in the full amount of the Purchase Price, insuring
Purchaser's fee simple and/or easement interests in and to the Property subject only to the
Permitted Exceptions, provided, however that at Purchaser's request and sole expense, the
boundary and survey exceptions shall be deleted.
(4) Deliver to Purchaser possession of the Property.
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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,
but shall otherwise be the continuing obligation of Seller to fully satisfy. Agricultural roll-back
taxes, if any, which directly result from the completion of this transaction and conveyance shall be
paid by Purchaser.
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) Attorney's fees paid by each respectively.
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
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Escrow Deposit, if any, 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. If no Escrow
Deposit has been made then Seller shall receive the amount of$5,000 as liquidated damages for
any failure by Purchaser.
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.
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.
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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.Neither part shall record any memorandum of this Contract.
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.
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.
[signature page follows]
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SELLER:
SPIRIT MASTER FUNDING X, LLC,
a Delaware limited liability company
By: Spirit SPE ager,LLC,a Delaware limited liability company
Its: Manager
By Address: 2727 N.Harwood St., Suite
300,Dallas,TX 75201;Attn:Kmeal
Winters and Debbie Mitchell
Name: Daniel Rosenberg
Its: Senior Vice President
Date: January 5,2021
PURCHASER:
CITY OF ROUND ROCK,TEXAS
By: Address: 221 E. Main Street
Craig organ,�4or Round Rock,Texas 78664
Date: Rut
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EXHIBIT A
Legal Description of the Property
PROPERTY DESCRIPTION FOR PARCEL 6
.DESCRIPTION OF A 0.119 ACRE (5,166 SQUARE FOOT) TRACT OF LAND SITUATED IN THE ASA
THOMAS SURVEY, ABSTRACT NO. 609, IN WILLIAMSON COUNTY, TEXAS, BEING.A PORTION OF
LOT 1, BLOCK A (1.260 ACRES), FINAL PLAT OF PROVIDENT CROSSINGS, SECTION II, A
SUBDIVISION OF RECORD IN CABINET FF, SLIDES 79-80 OF THE PLAT RECORDS OF
WILLIAMSON COUNTY, TEXAS, DESCRIBED IN SPECIAL WARRANTY DEED TO SPIRIT MASTER
FUNDING X, LLC, RECORDED IN DOCUMENT NO. 2015037662 OF THE OFFICIAL PUBLIC
RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 0.119 ACRE(5,165 SQUARE FOOT)TRACT OF
LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
COMMENCING at an X cut in concrete found 165.00 feet right of proposed Gattis School Road Baseline
Station 38+64.83, being an angle point in the westerly boundary line of said Lot 1, Block A, same being in
the easterly boundary line of that called 7.958 acre remainder tract(31d Tract)described in Warranty Deed
to Nickerson Round Rock Land, LP, recorded in Document No. 2009058882 and corrected in Document
No.2009070070 of the Official Public Records of Williamson County Texas;
THENCE,with the common boundary line said remainder of the 7.958 acre tract and said Lot 1, Block A,
N 01°40'28" W, for a distance of 82.99 feet to an iron rod with aluminum cap stamped "ROW 4933" set,
(Grid Coordinates determined as N=.101.54248.63, E=3138999.06 TxSPC zone 4203), 82.20 feet right of
proposed Gattis School Road Baseline Station 38+59.18, being In the proposed southerly right-of-Nay
(ROW) line of Gattis School Road, (ROW width varies), for the southwesterly corner,and POINT OF
BEGINNING of the herein described tract;
1) THENCE, continuing with said common boundary line of said Lot 1, and the remainder of said
7.958 acre tract, N 0104012811 W, for a distance of 21.51 feet to a Mag Nall with washer stamped
"Chaparral" found, being in the existing southerly ROW line of Gattis School Road (ROW width
varies), being the northeasterly corner of said remainder of the 7.958 acre tract, same being the
northwesterly corner of said Lot 1, Block A, for the northwesterly corner of the herein described
tract;
2) THENCE,departing said remainder of the 7.958 acre tract,with said existing southerly ROW line,
same being the northerly boundary line of said Lot 1, N 88°1T73" E,for a distance of 227.90 feet
to a Mag Nail with washer stamped "Chaparral" found, being the northwesterly corner of Lot 1,
Final Plat of Eckerd Drug Store, Section One, a subdivision of record in Cabinet W, Slides 381-
382, of the Plat Records of Williamson County, Texas, same being the northeasterly corner of
said Lot 1, Block A of Provident Crossings subdivision, for the northeasterly comer of the'herein
described tract;
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3) THENCE, with the common boundary line of said Lot 1, Eckerd. Drug Store and said Lot 1,
Provident Crossings S 01032'34"E,passing at a distance of 20.00 feet an iron rod with aluminum
cap stamped "ROW 4933" set, 67.09 feet right of proposed Gattis School Road Baseline Station
40+83.76, being an ell corner in said proposed southerly ROW line of Gattis School Road,
continuing with said proposed ROW line for a total distance of 22.92 feet to an iron rod with
aluminum cap stamped "ROW 4933" set, 70.01 feet right of proposed Gattis School Road
Baseline Station 40+83.80, for the southeasterly corner of the herein described tract and from
which an x cut found in said westerly boundary line of Lot 1 of Eckerd Drug Store subdivision,
same being the easterly boundary line of said Lot of 1 of Provident Crossing subdivision bears
S 01 032'34" E, at a distance of 15.04 feet;
4) THENCE, departing said Lot 1, Eckerd Drug Store, with said proposed southerly ROW line,
through the interior of said Lot 1, Provident Crossings subdivision, S 88'19'39"W, for a distance
of 134.07 feet to an iron rod with aluminum cap stamped "ROW 4933" set, 77.07 feet right of
proposed Gattis School Road Baseline Station 39+52.82, being a point of curvature to the right;
5) THENCE, along said curve to the right, having a delta angle of 01°31'34", a radius of.3521.00
feet, an arc length of 93.78 feet and a chord which bears S 89005'25" W, for a distance of 93.78
feet to the POINT OF BEGINNING, containing 0.119 acre (5,165 square feet) of land, more or
less;
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EXHIBIT`B"
FORM OF SPECIAL WARRANTY DEED
When Recorded,Return To:
Independence Title
203 W. Main Street, Suite A
Pflugerville, Texas 78660
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR DRIVER'S LICENSE NUMBER
SPECIAL WARRANTY DEED
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
THAT SPIRIT MASTER FUNDING X, LLC, a Delaware limited liability company
("Grantor'), whose address is 2727 N. Harwood St., Dallas, Texas 75201, for and in consideration of the
sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Grantor in hand
paid by Grantee(as defined below), the receipt and sufficiency of which is hereby acknowledged, has
GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto
CITY OF ROUND ROCK, a Texas municipal corporation("Grantee"), whose address is 221 E. Main
Street, Round Rock, Texas 78664, the real property situated in Williamson County, Texas, which is
described on Exhibit "A" attached hereto and incorporated herein by reference, together with all
buildings, structures,-fixtures and improvements located thereon and all easements,rights and interests
appurtenant thereto(the"Pro a ").
This Special Warranty Deed (and title to the Property) is expressly made and accepted
subject to (i) all current taxes not yet due and payable, assessments and any other liens arising therefrom,
(ii) all reservations in patents, deed restrictions, easements, rights of way, covenants, conditions,
restrictions, encroachments and encumbrances, as may appear of record,to the extent that said items are
still valid and in force and effect at this time, (iii) any zoning and other governmental restrictions
applicable to the Property,(iv)any matter appearing on Grantee's policy of title insurance(if any), (v) any
matters that are created by or arise from the act or acquiescence of Grantee, its affiliates, employees,
agents, or representatives, and (vi) all other matters that can be determined by a visual inspection or a
complete and accurate ALTA/NSPS survey of the Property(the"Permitted Exceptions").
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TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns forever; and
Grantor does hereby bind itself to WARRANT AND FOREVER DEFEND all and singular the
Property unto Grantee and its successors and assigns, against any person whomsoever lawfully
claiming or to claim the same or any part thereof by, through or under Grantor, but against none other,
and subject to the Permitted Exceptions.
THE PROPERTY IS HEREBY SOLD AND CONVEYED "AS IS, WHERE IS", AND
WITHOUT ANY WARRANTIES OF ANY NATURE WHATSOEVER, EXPRESSED OR
IMPLIED, IT BEING THE INTENTION OF GRANTOR AND GRANTEE TO NEGATE AND
EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE
OR BY ANY DESCRIPTION OF THE PROPERTY, AND ALL OTHER WARRANTIES
WHATSOEVER.
[signature page follows]
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IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed on the day of
2021,effective as of -----"2021.
GRANTOR:
SPIRIT MASTER FUNDING X,LLC,a
Delaware limited liability company
By: Spirit SPE Manager, LLC, a
Delaware limited liability company, its
Manager
By:
Name:
Its:
STATE OF TEXAS )
)SS.
COUNTY OF DALLAS )
Before me, the undersigned Notary Public, on this day of , 2021, personally
appeared , known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the of Spirit SPE Manager,
LLC, a Delaware limited liability company, the Manager of SPIRIT MASTER FUNDING X, LLC, a
Delaware limited liability company, and acknowledged to me that he executed said instrument for the
purposes and consideration therein expressed,and as the act of said limited liability company.
Notary Public
My Commission Expires:
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EXHIBIT A
Legal Description:
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