Contract - Avery Ranch Company Ltd., et al - 2/23/2023 DocuSign Envelope ID: 1F11A1C7-9D1C-4366-8BI kF1153A3654
REAL ESTATE CONTRACT
Kenney Fort Blvd. Right of Way
THIS REAL ESTATE CONTRACT ("Contract") is made by and among AVERY
RANCH COMPANY, LTD., a Texas limited partnership; Marta C. Avery, Trustee of the
MARTA C. AVERY EXEMPT TRUST, a sub-trust of the Charles N. Avery III Exempt Trust
under the LSA Trust Agreement effective December 24, 1992; John S. Avery, Trustee of the
JOHN S. AVERY EXEMPT TRUST; A.Nelson Avery, Trustee of the A. NELSON AVERY
EXEMPT TRUST; and Lucille Christina Avery Fell, Trustee of the LUCILLE CHRISTINA
AVERY FELL EXEMPT TRUST (collectively referred to in this Contract as"Seller", whether
one or more) and the ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION, a Texas nonprofit corporation (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 2.91 acre tract of land out of and situated in the Willis
Donahoe, Jr. Survey, Abstract No. 173, Williamson County, Texas; and being
Lot 21, Block L, Final Plat of Avery Centre East Phase 1, Section 3, a
subdivision in Williamson County, Texas according to the map or plat recorded
as Document No. 2022139665, Official Records of Williamson County, Texas;
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 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 TWO HUNDRED NINETY-ONE THOUSAND and 00/100 Dollars
($291,000.00).
Payment of Purchase Price
2.02. The Purchase Price shall be payable in cash or other good funds at the Closing.
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ARTICLE III
CONDITIONS PRECEDENT
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 conditions in Section 3.02
below(any of which may be waived in whole or in part by Purchaser at or prior to the Closing).
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.
Conditions to Seller's Obli atg ions
3.03. The obligations of Seller hereunder to consummate the transactions contemplated
hereby are subject to the satisfaction of each of the conditions in Sections 3.04, 3.05, and 3.06
below(any of which may be waived in whole or in part by Seller at or prior to the Closing).
3.04. 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.
3.05 The land making up the Property shall have been subdivided as a separate lot of
legal record by Century Land Holdings II, LLC, a Colorado limited liability company
("Century"),the current owner of the Property.
3.06 Seller shall have acquired title to the Property from Century.
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 current, actual knowledge of Seller:
(a) 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.
(c) Century is the current owner of the Property. Century is obligated to convey the
Property to Seller in advance of the Closing pursuant to a separate agreement.
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4.02. The Property herein is being conveyed to Purchaser in lieu of and under threat of
condemnation.
ARTICLE V
CLOSING
Closing Date
5.01. The Closing shall be held at the office of Texas National Title Company (the "Title
Company") on or before March 30, 2023, or at such other time, date, and place as Seller and
Purchaser may agree in writing if necessary allow Seller to satisfy the Conditions Precedent
(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 Round Rock Transportation and Economic Development Corporation a
duly executed and acknowledged Deed in conveying good and indefeasible title in fee simple to
all of the Property, free and clear of any and all liens and restrictions, except for those matters set
forth in the Deed.
(2) The Deed shall be in the form as shown in Exhibit"A-1"attached hereto.
(3) Provide reasonable assistance as requested and at no cost to Seller to cause Title
Company to provide Purchaser at Closing 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 the
terms of such policy 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".
(4) 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.
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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
estimated upon (a) the basis of the tax rate for the current year applied to the latest assessed
valuation and (b)the relative area of the Property as compared to the larger tax parcel of which it
is a part, but shall otherwise be the continuing obligation of Seller, to the extent relating to the
time period on and prior to the Closing Date. 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, requested Title Policy endorsements, 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 as incurred.
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, 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$500 as liquidated
damages for any failure by Purchaser. In the event Purchaser shall fail to diligently pursue and
complete its obligations under Section 2.03 of this Contract, Seller will be entitled to any and all
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rights and remedies available to Seller at law or in equity. For the avoidance of doubt, the
foregoing sentence shall survive the Closing under this Contract.
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.
Time of Essence
8.06. Time is of the essence in this Contract.
Gender
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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.
8.08. INTENTIONALLY DELETED.
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 board of directors
of Purchaser, which date is indicated beneath the President's or other authorized signer'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 PAGES FOLLOW]
(W]179992.6} 6
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SELLER:
AVERY RANCH COMPANY,LTD.,
A Texas limited partnership
By: CJAC, Inc., a Texas corporation,
Its: General Partner
By: FDocu Signed by:
a i
Name: John S. Avery
Its: Presi 023
Date:
L
euSigned by:
a .
John S. Avery, Trustee of the
John ��#AV3 Exempt Trust
Date:
DmuSigned by:
� 1
A.Nelson Avery, Trustee of the
A. Nelson Avery Exempt Trust
Date: 2/6/2023
IL
ned by:
(kY4i” Qvu,vr'
Lucille Christina Avery Fell, Trustee of the
Lucille Christina
i Zia a Avery Fell Exempt Trust
Date:
DocuSpned by:
Marta C. Avery, Trustee of the
Marta C. Avery Exempt Trust, a sub-trust of the
Charles N. Avery III Exempt Trust under the
LSA Tm/Wement effective December 24, 1992
Date:
Address: c/o Armbrust& Brown, PLLC
Attn: Kevin M. Flahive
100 Congress Ave., Suite 1300
Austin, Texas 78701
(W 1179992.6) 7
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PURCHASER:
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION, a Texas nonprofit corporation
By:_ 4 Al Address: 221 E. Main Street
Craig Morgan,tresid t Round Rock,Texas 78664
Date:
(WI 179992.6} 8
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Exhibit"A-1"
SPECIAL WARRANTY DEED
Kenney Fort Boulevard Right of Way
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
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 IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
NOW,THEREFORE,KNOW ALL BY THESE PRESENTS:
That AVERY RANCH COMPANY, LTD., a Texas limited partnership; Marta C.
Avery, Trustee of the MARTA C. AVERY EXEMPT TRUST, a sub-trust of the Charles
N. Avery III Exempt Trust under the LSA Trust Agreement effective December 24, 1992;
John S. Avery, Trustee of the JOHN S. AVERY EXEMPT TRUST; A. Nelson Avery,
Trustee of the A. NELSON AVERY EXEMPT TRUST; and Lucille Christina Avery
Fell, Trustee of the LUCILLE CHRISTINA AVERY FELL EXEMPT TRUST,
hereinafter referred to as Grantor, whether one or more, for and in consideration of the
sum of Ten Dollars ($10.00) and other good and valuable consideration to Grantor in
hand paid by City of Round Rock, Texas, the receipt and sufficiency of which is hereby
acknowledged, and for which no lien is retained, either expressed or implied, have this
day Sold and by these presents do Grant, Bargain, Sell and Convey unto ROUND
ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION,a
Texas nonprofit corporation, all that certain tract or parcel of land lying and being
situated in the County of Williamson, State of Texas, along with any improvements
thereon, being more particularly described as follows (the "Property"):
All of that certain 2.91 acre tract of land out of and situated in the Willis
Donahoe, Jr. Survey, Abstract No. 173, Williamson County, Texas; and being
Lot 21, Block L, Final Plat of Avery Centre East Phase 1, Section 3, a
subdivision in Williamson County, Texas according to the map or plat recorded
as Document No. 2022139665, Official Records of Williamson County, Texas;
SAVE AND EXCEPT, HOWEVER, it is expressly understood and agreed that Grantor is
retaining title to the following improvements located on the Property: NONE
RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY:
Visible and apparent easements not appearing of record;
Any discrepancies, conflicts, or shortages in area or boundary lines or any
{W1179992.6} Exhibit"A-1" -2
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encroachments or any overlapping of improvements which a current survey would
show;
Easements, restrictions, reservations, covenants, conditions, oil and gas leases,
mineral severances, and encumbrances for taxes and assessments (other than liens and
conveyances) presently of record in the Official Public Records of Williamson County,
Texas, that affect the property, but only to the extent that said items are still valid and in
force and effect at this time.
Grantor reserves all of the oil, gas and other minerals in and under the land herein
conveyed but waives all rights of ingress and egress to the surface thereof for the purpose of
exploring, developing, mining or drilling or pumping the same; provided, however, that
operations for exploration or recovery of any such minerals shall be permissible so long as all
surface operations in connection therewith are located at a point outside the acquired parcel and
upon the condition that none of such operations shall be conducted so near the surface of said
land as to interfere with the intended use thereof or in any way interfere with,jeopardize, or
endanger the facilities of the City of Round Rock, Texas or create a hazard to the public users
thereof; it being intended, however, that nothing in this reservation shall affect the title and the
rights of Grantee to take and use without additional compensation any, stone, earth, gravel,
caliche, iron ore, gravel or any other road building material upon, in and under said land for the
construction and maintenance of Kenney Fort Blvd.
TO HAVE AND TO HOLD the property herein described and herein conveyed
together with all and singular the rights and appurtenances thereto in any wise belonging
unto City of Round Rock, Texas and its assigns forever; and, subject to the matters set
forth herein, Grantor does hereby bind itself and its successors and assigns to Warrant
and Forever Defend all and singular the said premises herein conveyed unto City of
Round Rock, Texas and its assigns against every person whomsoever lawfully claiming
or to claim the same or any part thereof by, through, or under Grantor, but not otherwise.
Except as otherwise set forth herein and in the Real Estate Contract between Grantor
and City of Round Rock, Texas for the property (the "Contract'), the property is being
conveyed and sold by Grantor and purchased and accepted by City of Round Rock, Texas on
an"as-is,where-is and with all faults"basis, and with any and all conditions and defects which
may exist, and without the existence of and without reliance upon any representation,
warranty, agreement, or statement by Grantor or anyone acting on behalf of Grantor including,
without limitation, any broker, engineer, surveyor, appraiser or environmental consultants.
City of Round Rock, Texas has the right under the terms of the Contract to thoroughly
inspect and examine the property to the extent deemed necessary by City of Round Rock,
Texas in order to enable City of Round Rock, Texas to evaluate the purchase of the property
for City of Round Rock, Texas' intended use. City of Round Rock, Texas is relying solely
upon such inspections, examinations and evaluations of the property by City of Round Rock,
Texas and/or City of Round Rock, Texas' representatives in purchasing the property and
shall hold Grantor harmless of any and all existing conditions and defects relative to the
property.
[signature pages follow]
(W1179992.6) Exhibit"A-1"- 3
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EXECUTED AND DELIVERED to be effective this_day of , 2023.
GRANTOR:
AVERY RANCH COMPANY,LTD.,
A Texas limited partnership
By: CJAC, Inc., a Texas corporation,
Its: General Partner
By:
John S. Avery
President of CJAC, Inc.
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this day of ,
2023, by John S. Avery, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same as the act and deed of
Avery Ranch Company, Ltd., a Texas limited partnership, as the President of CJAC, Inc., its
General Partner, and for the purposes and consideration therein expressed and in the capacity
therein stated, and that he was authorized to do so.
Notary Public -State of Texas
(Signatures and Acknowledgements of the remaining Grantors follow)
{W 1179992.6} Exhibit"A-1"-4
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GRANTOR:
John S. Avery, Trustee of the
John S. Avery Exempt Trust
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this day of ,
2023, by John S. Avery, Trustee of the John S. Avery Exempt Trust.
Notary Public - State of Texas
{W 1179992.6} Exhibit"A-I"- 5
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GRANTOR:
A.Nelson Avery, Trustee of the
A. Nelson Avery Exempt Trust
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this day of , 2023,
by A. Nelson Avery, Trustee of the A.Nelson Avery Exempt Trust.
Notary Public - State of Texas
{W1179992.6} Exhibit"A-I"-6
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GRANTOR:
Lucille Christina Avery Fell, Trustee of the
Lucille Christina Avery Fell Exempt Trust
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this day of ,2023,
by Lucille Christina Avery Fell, Trustee of the Lucille Christina Avery Fell Exempt Trust.
Notary Public - State of Texas
{W1179992.6} Exhibit"A-1"- 7
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GRANTOR:
Marta C. Avery, Trustee of the
Marta C. Avery Exempt Trust,a sub-trust of the
Charles N. Avery III Exempt Trust under the LSA
Trust Agreement effective December 24, 1992
CALIFORNIA ACKNOWLEDGMENT:
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of )
On , before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
{W 1179992.6} Exhibit"A-1"- 8
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ACCEPTED AND AGREED TO BY:
ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION, a Texas nonprofit corporation:
By:
Name: lam[ o� a MD(-gan
lts:
ACKNOWLEDGEMENT
STATE
STATE OF TEXAS
S/� §
COUNTY OF W1.r/�C4'MjP'yy §
This instrument was acknowledged before me on this theo6 day of F bru ,
2023 by CAM a0� �� , in the capacity and for the purposes and considers' n
recited therein.
1i2,2d,w,eA.2 aizgi k
otary Public, State of Texas
PREPARED IN THE OFFICE OF:
Sheets& Crossfield, PLLC
309 East Main
Round Rock, Texas 78664
GRANTEE'S MAILING ADDRESS:
City of Round Rock
Attn: City Clerk
221 E. Main Street
Round Rock, Texas 78664
AFTER RECORDING RETURN TO:
{W1179992.6) Exhibit"A-1" - 9