Loading...
Contract - Crossley Properties, LLC. - 4/14/2022 Real Estate Sales Contract This contract to buy and sell real property is between Seller and Buyer as identified below and is effective on the date("Effective Date")of the approval of this transaction by the City Council of the City of Round Rock,Texas. Seller; Crossley Properties,LLC Address- P.0. Box 361,Round Rock,Texas 78680 Phone: (512)632-1750 email:buddy nanexashea"reatingy.coin Seller's Attorney: Troy L.Voelker Address: 500 Round Rock Avenue,Suite 2,Round Rock,Texas 78664 Phone: (512)255-6940 Fax:(5 12)255-6975 email; troy@mcneryvoelker.com Seller's Broker:none Buyer.,City of Round Rock Address: Phone: email: Buyees Attorney.- Steve Sheets Address, 309 E.Main St.,Round Rock,TX 78664 Phone: (512)255-8877 email.-stcve@sofflaw.com Buyees Broker: None Property: 9.85 acres,more or less,in Oak Bluff Estates, Phase 2,known locally as 95 Twin Ridge Parkway, Round Rock, Texas, and more particularly described in Exhibit A attached hereto Title Company:First American Title Company Escrow Agent: David Hays Address- 1717 N.Mays St.,Round Rock,TX 78664 Phone: (512)255-5839 E-mail: dhays@fiTstam.com Purchase Price: $2,400,000.00 Earnest Money: $0.00 Surveyor: To be selected by Buyer,if desired by Buyer. A. Deadlines and Other Dates All deadlines in this contract expire at 5:00 P.M. local time where the Property is located. If a deadline falls on a Saturday, Sunday,or holiday,the deadline will be extended to the next day Real Estate Contract Page—1 vL-� 6112.2822;A876.582&SM2 C W ft� 0A that is not a Saturday, Sunday, or holiday. A holiday is a day, other than a Saturday or Sunday, on which state or local governmental agencies and financial institutions are not generally open for business. Time is of the essence. A.1. Earnest Money Deadline: NIA A.2. Delivery of Title Colmnitment: 14 days after the Effective Date A.3. Delivery of Survey: 14 days after the Effective Date A.4. Delivery of legible copies of instruments referenced in the Title Commitment and Survey: 22 days after the Effective Date A.S. Delivery of Title Objections: 10 days after delivery of the Title Commitment and Survey A.6. End of Inspection Period:NIA A.7. Closing Date:60 days after the Effective Date A.B. Closing Time: 10:00 a.m.,or as otherwise determined by the Title Company B. Closing Documents B.1. At Closing, Seller will deliver the following items: Special Warranty Deed and such other documents as may be required by the Title Company 8.2. At Closing, Buyer will deliver the following items: Buyer's acceptance of the Warranty Deed, cash in the amount of the Purchase Price, and such documents as may be required by the Title Company The documents listed in this section B are collectively known as the "Closing Documents." Unless otherwise agreed by the parties before Closing, the Closing Documents for which fortes exist in the current edition of the Texas Real Estate Forms Manual(State Bar of Texas) will be prepared using those forms. C. Exhibits The following are attached to and are a part ofthis contract: Exhibit A-Legal Description Exhibit B-Representations D. Purchase and Sale of Property D.1. Purchase and Sale Agreement. Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to buy and pay Seller for the Property. The promises by Buyer and Seller stated in this contract are the consideration for the formation of this contract. D.2. Adjusted Purchase Price. The Purchase Price will not be adjusted on the basis of any Survey. E. Interest on Earnest Money NIA F. Title and Survey F.1. Review of Title. The following statutory notice is provided to Buyer on behalf of the real estate licensees, if any, involved in this transaction: Buyer is advised that it should either have the Real Estate Contract Page--2 abstract covering the Property examined by an attorney of Buyer's own selection or be furnished with or obtain a policy of title insurance. F.2. Title Commitment, Title Policy. "Title Commitment"means a Commitment for Issuance of an Owner Policy of Title Insurance by Title Company, as agent for Underwriter, or directly by Underwriter, stating the condition of title to the Land. "Title Policy" means an Owner Policy of Title Insurance issued by Title Company, as agent for Underwriter, or directly by Underwriter, in conformity with the last Title Commitment delivered to and approved by Buyer. F.3. Survey. "Survey"means Seller's existing survey. If Buyer requires a more recent survey, Buyer may obtain one at Buyer's expense but delay in obtaining such new survey shall not be a basis for delaying closing. F.4. Delivery of 2Yde Commitment and Legible Copies. Seller must deliver the Title Commitment to Buyer and Buyer's attorney by the deadline stated in paragraph A.2.and legible copies of the instruments referenced in the Title Commitment and Survey by the deadline stated in paragraph AA F.S. Title Objections. Buyer has until the deadline stated in paragraph A.5. ("Title Objection Deadline")to review the Survey and Title Commitment and notify Seller of Buyer's objections to any of them ("Title Objections"). Buyer will be deemed to have approved all matters reflected by the Survey and Title Commitment to which Buyer has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves or is deemed to have approved are "Permitted Exceptions." If Buyer notifies Seller of any Title Objections,Seller has five days from receipt of Buyer's notice to notify Buyer whether Seller agrees to cure the Title Objections before closing ("Cure Notice"). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before closing, Buyer may, within five days after the deadline for the giving of Seder's Cure Notice, notify Seller that either this contract is terminated or Buyer will proceed to close, subject to Seller's obligations to remove all liquidated liens, remove all exceptions that arise by, through,or under Seller after the Effective Date, and cure only the Title Objections that Seller has agreed to cure in the Cure Notice. At or before closing, Seller must remove all liquidated liens, remove all exceptions that arise by, through, or under Seller after the Effective Date of this contract, and cure the Title Objections that Seller has agreed to cure. G. Inspection Period. Buyer waives any Inspection Period. H. Representations The parties' representations stated in Exhibit B are true and correct as of the Effective Date and must be true and correct on the Closing Date. Seller will promptly notify Buyer if Seller becomes aware that any of the representations are not true and correct. Unless Seller notifies Buyer to the contrary on or before the Closing Date, or Buyer has actual knowledge to the contrary as of the Closing Date, Buyer is entitled to presume that the representations of Seller in Exhibit B are true and correct as of the Closing Date. I. Condition of the Property until Closing;Cooperation;No Recording of Contract LI. Maintenance and Operation. The Property is to be sold AS IS condition, without representation or warranty by the Seller of any kind, except as to title. The Buyer is not relying on any warranty or representation by Seller as to fitness or condition. Until Closing, Seller will(a)maintain the Property as it existed on the Effective Date,except for reasonable wear and tear and casualty damage;(b) comply with all laws and all governmental regulations affecting the Property; and (c) not encumber, Real Estate Contract Page--3 transfer or dispose of any of the Property,except to sell inventory,replace equipment,and use supplies in the normal course of operating the Property. Notwithstanding the foregoing, Buyer understands that a tenant presently occupies the property on a month-to-month basis. Seller will undertake to have the tenant vacate prior to the Closing Date. if tenant has not vacated by the Closing Date, Seller may extend the Closing by up to 60 days, and if, at the end of such period, tenant has not vacated, Buyer may terminate this Contract. Additionally, Buyer agrees that upon notice from Seller that the tenant is being evicted or has vacated, Buyer will cause its employees to perform a drive-by or on-premises inspection of the Property at least twice per day to deter vandalism and trespassing. 1.2. Casualty Damage. Seller will notify Buyer promptly after discovery of any casualty damage to the Property. Seller will have no obligation to repair or replace the Property if it is damaged by casualty before Closing. Buyer may terminate this contract if the casualty damage that occurs before Closing would materially affect Buyers intended use of the Property, by giving notice to Seller within fifteen days after receipt of Seller's notice of the casualty (or before Closing if Seller's notice of the casualty is received less than fifteen days before Closing). The casualty damage will be deemed to materially affect Buyer's intended use if the estimated amount of the damage exceeds 20 percent of the Purchase Price. if Buyer does not terminate this contract, Seller will(a)convey the Property to Buyer in its damaged condition, (b) assign to Buyer all of Seller's rights under any property insurance policies covering the Property, and (c)credit to Buyer the amount of the deductibles and coinsurance provisions under any insurance policies covering the Property, but not in excess of the cost to repair the casualty damage and less any amounts previously paid or incurred by Seller to repair the Propelty. if Seller has not insured the Property and Buyer does not elect to terminate this contract in accordance with this section, the Purchase Price will be reduced by the cost to repair the casualty damage less any amounts previously paid or incurred by Seller to repair the Property. I.3. Condemnation. Seller will notify Buyer promptly after Seller receives notice that any part of the Property has been or is threatened to be condemned or otherwise taken by a governmental or quasi-governmental authority. Buyer may terminate this contract if the condemnation would affect Buyer's intended use of the Property by giving notice to Seller within fifteen days after receipt of Seller's notice to Buyer(or before Closing if Seller's notice is received less than fifteen days before Closing). U Claims; Hearings. Seller will notify Buyer promptly after Seller receives notice of any claim or administrative hearing that is threatened, filed, or initiated before Closing that involves or directly affects the Property. 1.5. Cooperation. Seller will cooperate with Buyer (a) before and after Closing, to transfer the applications, permits, and licenses held by Seller and used in the operation of the Property and to obtain any consents necessary for Buyer to operate the Property after Closing and(b)before Closing,with any reasonable evaluation, inspection,audit,or study of the Property prepared by, for, or at the request of Buyer. I.6 No Recording. Buyer may not file this contract or any memorandum or notice of this contract in the real property records of any county. If, however, Buyer records this contract or a memorandum or notice,Seller may terminate this contract and record a notice of termination. J. Termination I.J. Disposition ofEarnest Money after Termination NIA Real Estate Contract Page-4 C'^ J.2. Duties ager Termination. If this contract is terminated, Buyer will promptly return to Seller all of Seller's records in Buyer's possession or control. After return of the documents and copies, neither party will have further duties or obligations to the other under this contract, except for those obligations that cannot be or were not performed before termination of this contract or that expressly survive termination of this contract. K. Closing K.I Conditions of Closing. Neither party will be obligated to close the sale and purchase of the Property unless the other party has satisfied the following conditions, any of which may be waived by the first party in its discretion: Kl.a. Representations and Warranties. The representations and warranties of the other party must be true and correct at Closing. Kl.b. Pelformance of Covenants and Agreements. The other party must have performed all covenants and agreements required to be performed at or before Closing by that party. Kl.c. No Bankruptcy. No voluntary or involuntary proceeding in bankruptcy shall be pending with respect to that patty. K2. Closing. This transaction will close("Closing")at Title Company's offices at the Closing Date and Closing Time. At Closing,the following will occur. K I a. Closing Documents; Title Company Documents. The parties will execute and deliver the Closing Documents and any documents required by Title Company. K2.b. Payment of Purchase Price, Buyer will deliver the Purchase Price and other amounts that Buyer is obligated to pay under this contract to Title Company in funds acceptable to Title Company. K2.c. Disbursement of Funds; Recording; Copies. Title Company will be instructed to disburse the Purchase Price and other funds in accordance with this contract record the deed and the other Closing Documents directed to be recorded,and distribute documents and copies in accordance with the parties'written instructions. K 2.d. Delively of®riginals. Seller will deliver to Buyer the originals of Seller's Records. K.2.e. Possession. Seller will deliver possession of the Property to Buyer, subject to the Permitted Exceptions existing at Closing and any liens and security interests created at Closing to secure financing for the Purchase Price. K3. Transaction Costs K3.a. Seller's Costs. Seller will pay the costs to prepare the deed; the costs to obtain, deliver, and record releases of any liens required to be released in connection with the sale; the costs to record documents to cure Title Objections agreed or required to be cured by Seller and to resolve matters shown in Schedule C of the Title Commitment;the costs to obtain the certificates or reports of ad valorem taxes; the costs to deliver copies of the instruments described in paragraph A.4. and Seller's records; any other costs expressly required to be paid by Seller in this contract;and Seller's attorney's fees and expenses. Real Estate Contract C Page--S K3.b. Buyer's Costs. Buyer will pay the charge for the Title Policy; 140% of the escrow fee charged by Title Company; the costs to obtain, deliver, and record all documents other than those to be obtained or recorded at Seller's expense; the additional premium for the "survey/area and boundary deletion" in the Title Policy, if the deletion is requested by Buyer, as well as the cost of any other endorsements or modifications of the standard form of Title Policy requested by Buyer; the costs of the Survey; the costs to obtain financing of the Purchase Price, including the incremental premium costs of loan title policies and endorsements and deletions required by Buyer's lender; any other costs expressly required to be paid by Buyer in this contract;and Buyer's attorney's fees and expenses. K3.c. Ad Valorem Taxes. Except for subsequent assessments for prior years due to changes in use or ownership discussed below, ad valorem taxes on the Property for all periods before the period in which Closing occurs must be paid by Seller at or before Closing. Ad valorem taxes for the Property for the calendar year of Closing will be prorated between Buyer and Seller as of the Closing Date. Seller's portion of the prorated taxes will be paid to Buyer at Closing as a credit to the Purchase Price. Buyer assumes the obligation to pay,and shall pay in full,such taxes for the year of Closing before delinquency. If the assessment for the calendar year of Closing is not known at the Closing Date,the proration will be based on tax rates for the previous tax year applied to the most current assessed value, and Buyer and Seller will adjust the proration in cash within thirty days after the actual assessment and taxes are known. Seller will promptly notify Buyer of all notices of proposed or final tax valuations and assessments that Seller receives after the Effective Date and after Closing. All taxes(including any penalties, interest,and attorney's fees)due as of Closing will be paid at Closing. If the Property has been the subject of special valuation and reduced tax assessments pursuant to the provisions of chapter 23, subchapter D, of the Texas Tax Code or under any other provision of law with respect to any period before Closing, and if additional taxes, penalties, or interest are assessed pursuant to Code section 23.55 or under the other provision of law,the following will apply: i. If Seller changes the use of the Property before Closing, resulting in the assessment of additional taxes for periods before Closing,Seller will pay the additional taxes. ii. If this sale or Buyer's use of the Property results in the assessment of additional taxes for periods before Closing,Buyer will pay the additional taxes. K3.d. Income and Expenses. Except as provided in paragraph K.3.c. above, income and expenses pertaining to operation of the Property will be prorated as of the Closing Date on an accrual basis and paid at Closing as a credit or debit adjustment to the Purchase Price. Invoices that are received after Closing for operating expenses incurred on or before the Closing Date and not adjusted at Closing will be prorated between the parties as of the Closing Date, and Seller will pay its share within ten days after receipt of Buyer's notice of the deficiency. K.3.e. Postclosing Adjustments. If errors in the prorations made at Closing are identified within ninety days after Closing, Seller and Buyer will make postclosing adjustments to correct the errors within fifteen days after receipt of notice of the errors. K.3f Brokers' Commissions. Buyer and Seller each indemnify and agree to defend and hold the other party harmless from any loss,attorney's fees,and court and other costs arising out of a claim by any person or entity claiming by, through, or under the indemnitor for a broker's or finder's fee or commission because of this transaction or this contract, whether the claimant is disclosed to the indemnitee or not. At Closing, Buyer will provide Seller with a release of broker's or appraiser's liens from all brokers or appraisers. Real Estate Contract Page--6 &a cl— K4. Issuance of 77de Policy. Seller will cause Title Company to issue tate Title Policy to Buyer as soon as practicable after Closing. L. Default and Remedies L.1. Seller's Default;Remedies befom Closing. If Seller fails to perform any of its obligations under this contract or if any of Sellers representations are not true and correct as of the Effective Date or on the Closing Date("Seller's Default"),Buyer may elect either of the following as its sole and exclusive remedy before Closing: LJa. Termination. Buyer may terminate this contract by giving notice to Seller on or before the Closing Date and Closing Time. L.Lb. Speck Pelformallce. Buyer may not enforce specific performance of Seller's obligations under this contract L.Le. Actual Damages. if Seller's default occurs after Buyer has incurred costs to perform its obligations under this contract and Buyer terminates this contract as specified above, Buyer will be entitled to seek recovery from Seller for the actual damages sustained by Buyer by reason of Seller's Default,including attomey's fees and expenses and court costs. L.2. Seller's Default; Remedies after Closing. If Sellees representations are not true and correct at Closing due to circumstances reasonably within Seller's control and Buyer does not become aware of the untruth or incorrectness of such representations until after Closing, Buyer will have all the rights and remedies available at law or in equity. If Seiler fails to perform any of its obligations under this contract that survive Closing, Buyer will have all rights and remedies available at law or in equity unless otherwise provided by the Closing Documents. L.3. Buyer's Default; Remedies before Closing. If Buyer fails to perform any of its obligations under this contract("Buyer's Default"), Seller may terminate this contract by giving notice to Buyer on or before Closing.. If Buyer's Default occurs after Seiler has Incurred costs to perform its obligations under this contract and Seller terminates this contract in accordance with the previous sentence, Buyer will also reimburse Seller for Seller's actual out of pocket expenses incurred after the Effective Date to perform its obligations under this contract ("Seller's Expenses") within ten days after Buyer's receipt of an invoice from Seller stating the amount of Seller's Expenses accompanied by reasonable evidence of Seller's Expenses. The foregoing constitutes Seller's sole and exclusive remedies for a default by Buyer before Closing. L.4. Buyer's Default,Remedies c$er Closing. If Buyer fails to perform any of its obligations under this contract that survive Closing, Seller will have all rights and remedies available at law or in equity unless otherwise provided by the Closing Documents. L.S. Attorney's Fees. If either party retains an attorney to enforce this contract, the party prevailing in litigation is entitled to recover reasonable attorney's fees and court and other costs. M. Miscellaneous Provisions M 1. Notices. Any notice required by or permitted under this contract must be in writing. Any notice required by this contract will be deemed to be delivered (whether actually received or not) when deposited with the United States Postal Service, postage prepaid, certified mail,return receipt requested, and addressed to the intended recipient at the address shown in this contract. Notice may also be given by Real Estate Contract Page--7 C --� regular mail,personal delivery,courier delivery,facsimile transmission,or other commercially reasonable means and will be effective when actually received, provided that(a)any notice received on a Saturday, Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday, Sunday, or holiday and(b)any notice received after 5A0 P.M. local time at the place of delivery on a day that is not a Saturday, Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday, Sunday, or holiday. Any address for notice may be changed by not less than ten days' prior written notice delivered as provided herein. Copies of each notice must be given by one of these methods to the attorney of the party to whom notice is given. M2. Enure Agreement. This contract, its exhibits, and any Closing Documents delivered at Closing are the entire agreement of the parties concerning the sale of the Property by Seller to Buyer. There are no representations,warranties,agreements,or promises pertaining to the Property or the sale of the Property by Seller to Buyer,and Buyer is not relying on any statements or representations of Seller or any agent of Seller,that are not in those documents. M.3. Amendment. This contract may be amended only by an instrument in writing signed by the parties. M4. Assignment. Buyer may assign this contract and Buyer's rights under it only to an entity in which Buyer possesses, directly or indirectly, the power to direct or cause the direction of its management and policies,whether through the ownership of voting securities or otherwise, and any other assignment is void. No such assignment releases Buyer of its obligations under this contract, and Buyer and the assignee will be jointly and severally liable for the performance of such obligations after any such assignment. M3. Survival. The provisions of this contract that expressly survive termination or Closing and other obligations of this contract that cannot be performed before termination of this contract or before Closing survive termination of this contract or Closing, and the legal doctrine of merger does not apply to these matters. If there is any conflict between the Closing Documents and this contract, the Closing Documents will control. The representations made by the parties as of Closing survive Closing. M6. CHOICE OF LAW; VENUE. THIS CONTRACT IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CHOICE-OF-LAW RULES OF ANY JURISDICTION. VENUE IS IN THE COUNTY FOR PERFORMANCE. M.7. Waiver of Default. Default is not waived if the nondefaulting party fails to declare a default immediately or delays taking any action with respect to the default. M.8 No Third-Party Beneficiaries. There are no third-party beneficiaries of this contract. M.9. Severability. If a provision in this contract is unenforceable for any reason, to the extent the unenforceability does not destroy the basis of the bargain among the parties,the unenforceability does not affect any other provision of this contract, and this contract is to be construed as if the unenforceable provision is not a part of the contract. M.10 Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of construction that ambiguities in a document are construed against the party who drafted it does not apply in interpreting this contract. Real Estate Contract Pager-8 M.11. Na Special Relationship. The parties' relationship is an ordinary commercial relationship, and the parties do not intend to create the relationship of principal and agent,partners,joint venturers,or any other special relationship. .12. Countelparls. If this contract is executed in multiple counterparts, all counterparts taken together constitute this contract. Copies of signatures to this contract are effective as original signatures. M13. Confldentiality. This contract, this transaction, and all information learned in the course of this transaction shall be kept confidential, except to the extent disclosure is required by law or court order or to enable third parties to advise or assist Buyer to investigate the Property or either party to close this transaction. Remedies for violations of this provision are limited to injunctions and no damages or rescission may be sought or recovered as a result of any such violations. .1 . Binding Effect. This contract binds, benefits and may be enforced by the parties and their respective heirs,successors,and permitted assigns. Crossley Properties, LLC BY: C. if C-ro-ssley, Sr.,its Sole tuber -Y Date: 9#40-d1k---A7---------- 92022 City of'Roun ock,7axas .- fi By. J AAAJ-V-MAN Y Date: 4P V1 .20ita 22 Title Company acknowledges a copy of this contract executed by both Buyer and Seller. Title Company By: Narne: Title: Date: .2022 OW&YA9bXUOU*d Real Estate Contract Page--9 FIELD NOTES I� Nir7S 111T,::All JOB NO.2l.)221 DATE: FEBRUARY 26,2021 PAGE 1 OFA, Field notes to aocompany exhibit. Being 9.86 acres of land, more or less, out of the Robert McNutt Survey, Abstract No. 422, Williamson County,Texas, being a portion of that tract conveyed to C.H.Crossley, Sr.,by deed recorded in Document No.2017067970, Official Public Records, Wliilamson County, Texas, as surveyed on the ground by Texas Land Surveying, Inc. on February 23111, 2029, and further described by metes and bounds as follows: BEGINNING ata 112 inch iron rod with pink cap stamped"TLS"set,marking an angle point of a tract conveyed to the City of Round Rook, by deed recorded In Volume 2709, Page 524, Official Records,Williamson County,Texas, for the southwest comer of said Crossley tract and this tract; THENCE: N 0200213511 W,109.43 feet in part with the north line of said Round Rook tract and into and across Oak Bluff Estates Phase 2,said plat recorded In Cabinet F,Slide 253, Plat Records,Williamson County,Texas, to a 518 Inch Iron rod found, marking the southeast comer of a tract conveyed to JK Phillips Properties LI-C, by deed recorded In Document No. 2020097394, of said Official Public Records,for an angle point of said Crossley tract and this tract; THENCE: N 0200310411 W,182.44 feet Into and across said Oak Bluff Estates and said Crossley tract and with the east line of said JK tract to a calculated point in a pond,marking an angle point of said JK tract, for an angle point of this tract; THENCE: N 0103015611 W,243.49 feet with into and across said Oak Bluff Estates and said Crossley tract and with the east line of said JK tract to a calculated point In a pond, marking an angle point of said JK tract, also marking the southwest comer of a tract conveyed to Jim •Embree, by deed recorded in Document No. 2020023627,of said Official Public Records, r marking an angle point of said Crossley tract, for the northwest comer of this tract; THENCE: N 870491011 E,624.53 feet in part with the south line of said Embree (#2020023627) tract, the south line of a tract conveyed to Jim Embree by deed recorded In Document No. 2006040996, of said Official Public Records, and the west line of a trac: conveyed to Hazel Schroeder, et al,by deed recorded in Document No.9708009, of said Official Records,and with the north line of said Crossley tract to a calculated point In a pond, marking an angle point of said Schroeder tract, for the northeast comer of said Crossley tract and this tract; THENCE: 8 4203911111 E,304.04 feet with the west line of said Schroeder tract and the east line of said Crossley tract to a calculated point In a pond, marking an angle point of said Schroeder I:raot,for an angle point of said Crossley tract and this tract; V- i FIELD NOTES JOB NO.210221 DATE:FEBRUARY 26,2021 PAGE 2 OF.11. Field notes to accompany exhibit THENCE: S 12041158" E,312.84 feet with with the west line of said Schroeder tract and:he east line of sal::l Crossley tract to a calculated point in a pond,marking the southwest comer of said Sc-,roe::ler tract,also marking the northwest corner of Forest Creek Section 26, said plat recorded in Cabinet R, Slide 345, of said Plat Records, also marking the northeast co-ner of said Round pock tract,for the southeast comer of said Crossley tract and this tract; THENCE: S 87058101"W,with the north line of said Round Rock tract and the south line of said Crossley tract at 286.05 feel passing a cotton spindle set,continuln;i in all 501.92 feet to a 112 Inch Iron rod found,marking an angle point of said Round Rock tract,for an angle point of said Crossley tract and this tract; THENCE: S 88009121"W,380.58 feet with the north line of said Round Rock tract and the south line of said Crossley tract to the Point of Beginning. Bearings cited hereon based on Grid North Texas State Plane Coordinate System(Central Zone) NAD83 u . ...r............ Louis Crider, R.P.I_. . o. 5624 L7w=-fattd Ourvot, Ac. Texas Land Surveying, Inc. Hs WMM 3613 Williams Drive, Suite 903 t6 �1° 10�MMMW _ '$ Georgetown, Texas 78628 FIRM .1 Exhibit Representations A. Seller's Representations to Buyer Seller represents to Buyer that the following are true and correct as of the Effective Date and wil l be true and correct on the Closing Date. A.I. Authority. Seller has authority to perform its obligations under this contract. This contract is binding on Seller. This contract is,and all documents required by this contract to be executed and delivered to Buyer at Closing will be,duly authorized,executed,and delivered by Seller. A.2. Litigation. Seller has not received written notice and has no actual knowledge of any litigation pending or threatened against Seller that might adversely affect the Property or Seller's ability to perform its obligations under this contract. A.3. Violation of Laws. Seller has not received written notice and has no actual knowledge of violation of any law, ordinance, regulation, or requirements affecting the Property or Seller's use of the Property. A.4. Licenses, Permits, and Approvals. Seller has not received written notice and has no actual knowledge that any license, permit, or approval necessary to use the Property in the manner in which it is currently being used has expired or will not be renewed on expiration or that any material condition will be imposed to use or renew the same. A.5. Condemnation; Zoning; Land Use,Hazardous Materials Seller has not received written notice and has no actual knowledge of any condemnation, zoning, or land-use proceedings affecting the Property or any written inquiries or notices by any governmental authority or third party with respect to condemnation or the presence of hazardous materials affecting the Property. A.b, No Other Obligation to Sell the Property or Restriction against Sale. Seller has not obligated itself to sell all or any portion of the Property to any person other than Buyer. Seller's performance of this contract will not cause a breach of any other agreement or obligation to which Seller is a party or by which Seller or the Property is bound. A.7. No Liens. On the Closing Date,the Property will be free and clear of all mechanic's and materialman's liens and other liens and encumbrances of any nature not arising by, through, or under Buyer except the Permitted Exceptions or liens to which Buyer has given its consent in writing, and no work or materials will have been furnished to the Property by Seller that might give rise to mechanic's, materialman's, or other liens against the Property other than work or materials to which Buyer has given its consent in writing. A.B. Seller's Documents. The copies of Seller's documents provided by Seller to Buyer for Buyer's inspections will be true, correct, and complete copies of the originals, or the copies of such documents in Seller's possession or control. The Seller's documents provided by Seller to Buyer for Buyer's inspections that were prepared by or under Seller's supervision and control will be true, correct, and complete in all material respects. Unless Seller notifies Buyer at the time of delivery of any documents provided by Seller to Buyer that were not prepared by or under Seller's supervision and 6 � C`� control,Seller has no actual knowledge of any material respect in which such Seller's documents are not true,correct,and complete. A.9. No Other Representation. Except as stated above Seller makes no representation with respect to the Property. A.10. No Warranty. Except as set forth in this contract and in the Closing Documents, Seller has made no warranty in connection with this transaction. A.11 Parties in Possession.As of the closing date,there are no parties in possession of any portion of the Property as lessees,tenants at sufferance,or trespassers. R A.12 Environmental Condition. In this subsection, "Environmental Laws" means the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act("CERCLA")and other federal laws governing the environment as are in effect on the date of this Contract together with their implementing regulations and guidelines as of the date of this Contract, and all state, regional, county, municipal and other local laws, regulations, and ordinances that are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials in effect as of the date of this Contract. In this subsection, "Hazardous Materials" means any substance which is (i) designated, defined, classified, or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant, or contaminant under any Environmental Law in effect as of the date of this Contract, (ii) petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii)PCBs, (iv) lead, (v)friable asbestos,(vi)flammable explosives,(vii)infectious materials,or(viii)radioactive materials. To the best of Seller's knowledge, there has not been any violation of Environmental Laws related to the Property or the presence or release(other than as permitted by law)of Hazardous Materials on or from the Property. A. "As Is,Where rs" THIS CONTRACT IS AN ARM'S-LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES, EXCEPT THOSE IN THIS CONTRACT AND THE CLOSING DOCUMENTS. BUYER IS NOT RELYING ON ANY REPRESENTATIONS,DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS CONTRACT AND THE CLOSING DOCUMENTS. BUYER 1S NOT RELYING ON ANY INFORMATION REGARDING THE PROPERTY PROVIDED BY ANY PERSON, OTHER THAN BUYER'S OWN INSPECTION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS CONTRACT AND THE CLOSING DOCUMENTS. The provisions ofthis section B regarding the Property will be included in the deed. B. Buyer's Representations to Seller Buyer represents to Seller that the following are true and correct as of the Effective Date and will be true and correct on the Closing Date. Authority of Buyer. Buyer's representative is an individual with authority to perform its obligations under this contract. This contract is binding on Buyer. This contract is, and all documents required by this contract to be executed and delivered to Seller at Closing will be, duly authorized, executed,and delivered by Buyer's authorized representative.