CM-2025-044 - 2/21/2025 January 18, 2025
RE: City of Round Rock ("Buyer"); 201 Seton Parkway, Round Rock, Texas 78665
("Property'g;Ascension Seton ("Seller")
Buyer and Seller have agreed to the below outline of proposed terms and conditions under which
Buyer would consider a purchase of the Property from Seller ("Purchase Contract"). Please be
advised that the terms and conditions contained herein represent the basic outline of a transaction
and, as such, shall not be binding (unless specifically indicated) upon either party until
incorporated into a Purchase Contract to be negotiated in a form and substance acceptable to and
executed by Seller and Buyer, each in its sole discretion, and approved by Seller and Buyer's
governing board/commission, if necessary.
Specific Requirements:
1. PROPERTY: Approximately 2 to 2 '/z Acres located at 201 Seton Parkway, Round Rock,
Texas 78665, to be determined by an ALTA survey at Buyer's expense.
2. BUILDING: Buyer shall be allowed to construct a building suitable for its Permitted Use
(`Building").
3. BUILDING PLANS: Buyer shall provide final building plans to Seller and Seller shall
be allowed to approve of the building plans in its sole and absolute discretion. The
mechanics of said approval shall be specified in the Purchase Contract.
4. PURCHASE PRICE: The purchase price shall be fixed at $4.59 psf, as determined by
an ALTA survey.
5. SECURITY DEPOSIT: Within five(5)business days of the execution of the Purchase
Contract, Buyer will deposit an amount equal to five percent (5%) of the Purchase Price
into an interest-bearing account with Austin Title Company (the"Deposit"). The Deposit
will be refundable until the expiration of the Due Diligence Period
6. DUE DILIGENCE: Buyer will have One Hundred Fifty (150) days commencing on the
execution of the Purchase Contract (the "Due Diligence Period") to investigate the
feasibility that the Property can be designed and constructed to accommodate Buyer's
Permitted Use and conduct various studies and tests of the Property to determine, in
Buyer's sole discretion, if the Property is suitable for its Permitted Use and Building. if
the Purchase Contract is terminated by Buyer, Buyer shall provide Seller all reports,
studies,and other non-proprietary data generated by or for Buyer in its due diligence related
to the Property.
7. CLOSING AND CLOSING COSTS: Closing will occur thirty (30) days following the
completion of the Due Diligence Period. Seller shall be responsible for all state,county,
and local real estate taxes and the title insurance basic premium in the amount of the
Purchase Price. Buyer will be responsible for its own survey expenses, deed recording
fees, all engineers' and accountants' fees, any cost of title insurance policy
endorsements which Buyer elects to obtain, title insurance in excess of the Purchase
Price and title insurance required by Buyer's lender, and other pre-Closing
investigation costs. Buyer shall be responsible for any rollback taxes, as applicable.
Buyer and Seller shall each pay the fees and expenses incurred by their respective legal
counsel in connection with the transaction. Buyer and Seller shall equally share any
escrow fees.
8. TITLE INSURANCE. Seller will order a title commitment from the title company
and provide it to Buyer within Five (S) business days after mutual execution of the
Purchase Contract. Buyer will have Sixty(60)days after receipt of the title commitment,
title exception documents and survey to review them and request items of an
objectionable nature be removed or modified. Seller will have Ten (10) days after
receipt of Buyer's title objections to remove those items or provide notice to Buyer on
which items Seller will attempt to cure; however, Seller shall have no obligation to
cure any title objections.
9. USE OF PREMISES: Buyer shall use the Premises for fire protection and emergency
services for the City of Round Rock and immediately surrounding communities
("Permitted Use"). Buyer shall not be allowed to use the Premises for any other purpose,
as specified below.
10. OPTION TO BUY: In the event Seller ceases to use the Property for the Permitted Use,
Seller shall be allowed to purchase back the Property for the lesser of fair market value or
the Purchase Price, plus the costs of any improvements made by Buyer. The terms of this
paragraph shall be further specified in the Purchase Contract and Buyer shall not be
allowed to merely use the Property for storage and shall have personnel continuously
working out of the Building in furtherance of the Permitted Use. Likewise, if Buyer wishes
to sell the Property for any reason to a third party, Seller shall have a right of first refusal
to buy the Property for the purchase price offered by said third party.
11. INDEMNITY: The parties shall agree to a reasonable indemnity provision whereby
Buyer shall indemnify Seller for the use of the Premises. As a part of this indemnity
responsibility, Buyer shall be responsible for the security of the Premises and for the
vehicles and personal property left on the Premises by employees or permitted invitees of
Buyer. Buyer shall be responsible, at its expense, to promptly make any repairs for
damage caused to the Premises by its employees or permitted invitees. The gross
negligence or intentional misconduct of Seller shall be excepted from this section.
12. REPRESENTATIONS AND WARRANTIES Seller shall convey the Property to Buyer
"as is" with no representations or warranties as to the suitability of the Property for the
Permitted Use.
13. FORM OF PURCHASE CONTRACT: The form of Purchase Contract shall be dictated
by Seller with reasonable input from Buyer.
14. CONFIDENTIALITY: Seller and Buyer(and their agents, vendors, consultants,etc.)
agree to keep all information with respect to Seller and Buyer, their financial statements
and their intentions hereunder confidential. In the course of the due diligence review
and/or the negotiation of the proposed transactions, the parties to this Letter of Intent may
be required to disclose confidential information about themselves and to receive
confidential information about the other party. The confidential information of a party
shall include the contracts, business, marketing and strategic plans of a party as well as
financial and other proprietary business information about the party. Each party agrees
that they and their respective managers, members, shareholders, officers, directors,
general partners, limited partners, and any other related entities shall treat any
information provided to it by another party, as well as the contents and subject matter of
this Letter of Intent, as confidential information and to use and disclose such information
only for the purpose of consummating the transactions described in this Letter of Intent.
Each party further agrees to limit the disclosure of confidential information to those
persons who have a reasonable need for such information in order to assist the party in
documenting or carving out the above-described transactions and who have been
informed of the confidential nature of the information. Each party shall use reasonable
efforts to ensure that its employees, owners, members, directors,advisors, agents and
consultants use the confidential information of the other party or parties only to further
the or transactions contemplated by this Letter of Intent. If a party breaches any
provision of this confidentiality provision or otherwise misappropriates,through
wrongful use or disclosure,the confidential information of another party,the party to
whom such information belongs shall be entitled to injunctive relief without a showing of
actual or irreparable injury, as well as compensatory and exemplary damages as allowed
by law, and all attorneys' fees and costs, whether taxable or not, incurred by such party in
enforcing its rights under this Letter of Intent or any trade secret law. The requirements
of this provision shall survive the expiration or termination of this Letter of Intent.
15. EXERCISE OF GOOD FAITH: The parties shall negotiate in good faith to consummate
the transactions proposed in this Letter of Intent.
16. BINDING PROVISIONS: In addition to Sections 15 and 16 above, which shall also be
specifically made binding,the following provisions shall remain binding on the parties:
a. Neither Seller nor Buyer shall issue any press release or other disclosure of the
terms and conditions of this Letter without the prior written approval of the other
party.
b. Both parties shall pay their own respective costs, fees, and expenses incurred in
connection with this Letter and the definitive documents and the inspections and
examinations provided herein.
This Proposal is merely an expression of the basic terms that might be incorporated into a binding
Purchase Contract between Seller and Buyer for the Premises.This Proposal is not a license, lease,
offer, contract, option or commitment and creates no legal rights or obligations of any nature
whatsoever. Both parties understand and agree that neither party shall be bound to proceed with a
contemplated Purchase Contract until such time as a final written Purchase Contract and other
necessary written agreement(s) have been prepared by legal counsel, approved by Buyer's and
Seller's respective boards of directors, if necessary, and approved by Seller, and executed by
authorized officer(s) of each party. This Proposal shall not be construed in any way as creating
any agreement which can be enforced, except for as specifically designated in this Agreement. If
either party elects in its sole and absolute discretion to discontinue further discussions at any time
and for any reason, neither party shall have any rights or obligations pursuant to this letter or
otherwise, except for with respect to any clauses specifically designated as binding.
[Signatures on the following page.]
APPROVED AND ADOPTED:
Ascension Seton City of Round Rock
Electronically signed by.-
A"" Lane
Date:Feb 28,2025 17:08 CST
Bron s Bennett, City an ger
02/28/2025