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R-98-12-10-13C2 - 12/10/1998THE STATE OF TEXAS COUNTY OF WILLIAMSON C:\ TEXT \ROUNOROC \REALESTA \ASSIGNM4 .WPU /cdc PARTIAL ASSIGNMENT OF REAL ESTATE CONTRACT § KNOW ALL PERSONS THESE PRESENTS: § The CITY OF ROUND ROCK, TEXAS, a municipal corporation, (the "Assignor "), in consideration of Ten and No /100 Dollars ($10.00) and other valuable consideration, by means of this instrument does hereby desire to grant, convey and partially assign to RSR SPORTS, INC. (the "Assignee ") its right and interest in the following: 1. A partial assignment, as described below, of that certain Real Estate Contract, (the "Contract "), dated April 30, 1998, entered into between Arnold Telander, as Seller, and the City of Round Rock, Texas, as Purchaser, covering approximately ninety -five (95) acres, more or less, as described in said Contract, which is attached hereto and incorporated herein as Exhibit "A ". Pursuant to said Contract, the legal description of the property has been revised based on the survey provided for in the Contract. Said survey reflects a total of 88.411 acres, which is described by metes and bounds in Exhibit "B ", attached hereto and incorporated herein (the "Property "). 2. Assignor desires to assign to Assignee an undivided Fifty -five (55 %) percent interest in the Contract to purchase the 88.411 acres described in Exhibit "B ". 3. As further consideration for said Assignment, Assignee agrees to dedicate to the City for right -of -way purposes a strip of land up to eighty -five (85') feet in width along existing State Highway 79 right - of -way and owned in the future by Assignee, if and /or when said undivided interest is partitioned or otherwise divided. NOW, THEREFORE, for the above - described consideration, the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, and subject to the provisions of this Assignment, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee an undivided Fifty -five (55%) percent interest in the Contract to purchase the 88.411 acres of real property described in the Exhibit "B ", including, without limitation of the generality of the foregoing, the following: 1. NO WARRANTY. ASSIGNOR HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (I) THE NATURE AND CONDITION OF THE ASSIGNED PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH ASSIGNEE MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON (INCLUDING THE PRESENCE OF ASBESTOS) OR COMPLIANCE WITH ALL APPLICABLE LAWS, RULES OR REGULATIONS; (ii) THE NATURE AND EXTENT OF ASSIGNOR'S INTEREST IN OR TITLE TO THE ASSIGNED PROPERTIES, AND THE PRESENCE OR ABSENCE OF ANY RIGHT -OF -WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE; AND (iii) THE COMPLIANCE OF THE ASSIGNED PROPERTIES WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY. ASSIGNEE ACKNOWLEDGES THAT IT HAS INSPECTED THE ASSIGNED PROPERTIES AND IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSIGNED PROPERTIES AND NOT ON ANY INFORMATION PROVIDED BY ASSIGNOR. ASSIGNEE ACCEPTS THE ASSIGNED PROPERTIES ON AN "AS IS" BASIS, AND ASSIGNEE EXPRESSLY ACKNOWLEDGES THAT ASSIGNOR HAS MADE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED T0, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE ASSIGNED PROPERTIES. 2. INDEMNITY. By acceptance of this Assignment, Assignee accepts and agrees to perform all of the terms, covenants and conditions in connection with its the undivided interest in the Assigned Properties required to be performed by the owner thereof, from and after the date hereof, but not prior thereto, and agrees to indemnify, save and hold harmless Assignor from and against any and all loss, liability, claims or causes of action existing in favor of or asserted by any party arising out of or relating to Assignee's failure to perform those duties or obligations. No indemnity of any kind runs from Assignor to Assignee in connection with this Assignment and /or the Assigned Properties. 3. WARRANTIES AND REPRESENTATIONS. Assignee warrants and represents to Assignor that the person executing this Assignment on behalf of Assignee is authorized to execute same on behalf of Assignee and Assignee's obligations under this Agreement (i) are legally binding, (ii) do not require the consent of any other party and (iii) do not violate the provisions of any agreement to which Assignee is a party. 4. ENTIRETY. This Assignment embodies the entire agreement between the parties, and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. 5. BINDING EFFECT. The terms of this Assignment shall be binding upon and inure to the benefit of this parties hereto and their respective successors, assigns and legal representatives. 6. HEADINGS. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Assignment. IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed effective as of the /0 t! day of Deced r 2 , 19 Q8 . ASSIGNOR THE By: Its: C[i ,0,�` EjQ 44'• ROCK, TEXAS 2 ASSIGNEE: RSR SP NC By: Its: i„;den-- State of Texas County of Williamson f EXHIBIT „ 1 REAL ESTATE CONTRACT THIS REAL ESTATE CONTRACT ( "Contract ") is made by and between Arnold Telander, a single man, referred to in this Contract as "Seller ") and the City of Round Rock, a Texas Home Rule City (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 of land containing approximately ninety -five (95) acres of land situated in Williamson County, Texas, being more particularly described as the "Telander Tract" on Exhibit "A" attached to and incorporated in this Contract by reference for all purposes, (a more detailed legal description will be determined from the survey provided for in this Contract); 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 "), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of One Million, Nine Hundred Thousand and no /100 Dollars ($1,900,000.00.) Notwithstanding the foregoing, if the survey of the Property to be furnished as provided below, reflects that the number of acres comprising the Property is more or less than ninety -five (95) acres, the purchase price is to be increased or reduced by the product of $ 20,000.00 times the number of acres of the Property more or less than ninety -five (95) acres. Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the 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.) Preliminary Title Commitment 3.02. Within fifteen (15) days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have caused the title company to issue a preliminary title report (the "Title Commitment ") accompanied by copies of all recorded documents relating to easements, rights -of -way, etc., affecting the Property. Purchaser shall give Seller written notice on or before the expiration of thirty (30) days after Purchaser receives the Title Commitment that the condition of title as set forth in the Title Commitment is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within thirty (30) days after receipt of written notice, Purchaser may terminate this Contract and it shall . thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the Title Commitment. Survey 3.03. Within forty -five (45) days from the date hereof, Purchaser, at Purchaser's sole cost and expense, shall cause to be delivered a current plat of survey of the Property, prepared by a duly licensed Texas land surveyor, The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights -of -way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. If any portion of the survey is unacceptable to Purchaser, then Purchaser shall give Seller written notice of this fact. Seller shall promptly undertake to eliminate or modify all the unacceptable portions to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within thirty (30) days after receipt of written notice, Purchaser may terminate this 2 Contract, and the Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the title company to Purchaser, as provided in Article VII. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the survey. New Surveys and Tests 3.04. Within one hundred and fifty (150) days after the date hereof Purchaser is granted the right to conduct engineering surveys, environmental surveys, feasibility studies of the Property, and any and all other surveys or studies deemed necessary to Purchaser, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, or other tests which may be deemed necessary to Purchaser or Purchaser's engineer. If it should be determined by Purchaser in Purchaser's sole judgment that the Property is not suitable for the intended purposes, then and in this event, Purchaser may, on written notice to Seller received prior to one hundred and eighty (180) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. If the written notice is not received within this one hundred and eighty (180) day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. (See Addendum for the tenant's agreement to grant the foregoing rights.) Feasibility of Intended Protect 3.05. Within one hundred and eighty (180) days after date hereof Purchaser is granted the right to determine the feasibility of the project for which the Property is intended. If it should be determined by Purchaser in Purchaser's sole judgment that the project for which the Property is intended is not feasible, then and in this event, Purchaser may, on written notice to Seller received prior to one hundred and eighty (180) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. If the written notice is not received within this one hundred and eighty (180) day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. Miscellaneous Conditions 3.06. 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 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 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: (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers, other than a crop lease to Roland Wieland as tenant; (2) There is no pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any part thereof, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any governmental authority; (3) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof; (4) The Property has full and free access to and from public highways, streets or roads and, to the best knowledge and belief of Seller, there is no pending or threatened governmental proceeding that would impair or result in the termination of this access. ARTICLE V CLOSING Closing Date 5.01. The closing shall be held at the office of Brown McCarroll Sheets & Crossfield, L.L.P, 309 E. Main St., Round Rock, Texas, on or before two hundred and ten (210) days from the effective date hereof, or at such time, date, and place as Seller and Purchaser may agree upon (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 Purchaser a duly executed and acknowledged General Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: 4 (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 Alamo Title, 1717 N. IH 35, Round Rock, Texas, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title 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;" 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." (c) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall 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. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll -back taxes, if any, shall be paid by Purchaser. 5 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 Seller (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees paid by each respectively. ARTICLE VI REAL ESTATE COMMISSIONS It is understood and agreed that there are no brokers involved in the negotiation and consummation of this Contract. Any real estate commissions occasioned by the consummation of this Contract shall be the sole responsibility of Seller, and Seller agrees to indemnify and hold harmless Purchaser from any and all claims for these commissions. Each of the parties represents to the other that it has not incurred and will not incur any liability for brokerage fees or agent's commissions in connection with this Contract other than the liability of Seller as set forth in this paragraph. ARTICLE VII ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Alamo Title the sum of Five Thousand Dollars ($5,000), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article IX hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as provided for in Article III, then the Escrow Deposit (less $100.00) shall be forthwith returned by the title company to Purchaser. Seller shall have the right to retain the aforesaid $100.00 as independent consideration for entering into this Contract. 6 ARTICLE VIII 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; (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser; or (3) bring suit for damages against Seller. ARTICLE IX 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 X MISCELLANEOUS Assignment of Contract 10.01. This Contract may be assigned by Purchaser provided that Purchaser's assignee, shall expressly assume all Purchaser's liabilities, obligations, and duties hereunder. On delivery to Seller of an instrument in writing whereby the assignee assumes all of the provisions of this Contract to be performed by Purchaser, then, in that event, Purchaser shall be released and discharged of all further liability hereunder. Survival of Covenants 10.02. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. 7 Notice 10.03. 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 10.04. 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 Hound 10.05. 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 10.06. 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 10.07. 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 10.08. Time is of the essence in this Contract. Gender 10.09. 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 10.10. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 10.11. 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. Seller's Option to Purchase Frame House 10.12. Seller shall have the option to purchase at closing the white wood frame house currently located on the Property for the sum of $10,000.00. Should Seller exercise this option, he shall remove the house from the Property no later than thirty (30) days after the closing date. Effective Date 10.13. This Contract shall be effective as of the date it is approved by the City Council, which date is indicated beneath the Mayor's signature below. SELLER: Arnold Telander 3801 Palm Valley Blvd. Round Rock, Texas, 78664 / Date: 4/ _ y PURCHASER: City of/.Rou d Rock, Texas by: .W `^ 8�- '�L�L3�Mw• Charles Cul ep r, Mayor 221 E. Main St. Round Rock, Texas Date: 1 -3,0" g 9 ADDENDUM This Addendum is made to the attached Real Estate Contract and is entered into by and among Arnold Telander, ( "Seller "), the City of Round Rock ( "Purchaser "), and Roland Wieland, ( "Tenant ".) Recitals Whereas, Seller and Purchaser have entered into the attached Real Estate Contract whereby Seller agrees to sell and Purchaser agrees to purchase the Property described in Exhibit "A" attached hereto; and Whereas, Seller and Tenant have previously entered into a lease agreement whereby Seller has leased the Property to Tenant for the purposes of raising a corn crop on the Property; and Whereas, Purchaser has a need to be granted the right to perform certain surveys, studies, and tests on the Property which might result in damage to Tenant's crop; Now Therefore For Good and Valuable Consideration, the receipt of which each of the undersigned parties hereby acknowledge, they agree as follows: 1. Within one hundred and fifty (150) days after the date hereof Purchaser is granted by Tenant the right to conduct engineering surveys, environmental surveys, feasibility studies of the Property, and any and all other surveys or studies deemed necessary to Purchaser, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, or other tests which may be deemed necessary to Purchaser or Purchaser's engineer. 2. Purchaser shall take reasonable precautions to prevent damage to the corn crop currently growing on the Property, but in the event that such damage is caused to said crop, Purchaser agrees to pay to Tenant the reasonable value of any of the crop so damaged by the aforesaid surveys and studies. - 3. Tenant acknowledges that his crop land lease terminates upon the final harvest of the corn crop which is expected to occur no later than the end of August, 1998. After such harvest, Tenant will have no further rights with respect to the Property. 10 SELLER: Arnold Telander 3801 Palm Valley Blvd. Round Rock, Texas, 78664 Date: V- 3- /k PURCHASER: City o Rognd Rock, Texas by harles Cul.e 221 E. Main St. Round Rock, Texas Date: "y'30 /0 TENANT: nd �lJ Ro and Wieland ( l Date: �' 3 " ! 0 11 er, Mayor EXHIBIT Lost . ERSPARK 6.86 Telander Tract 95 acres Property Adjacent to Old Settlers Park VQL 849103 809 John Israelson, described in deed recorded in Vol. 169, Page 540, Deed Records of Williamson County, as follows: Bounded on the north by a tract of land owned by said John Israelson and on the east by the Georgetown and Manor public road, and on the South by the right of way of the I G G N R R Co., and on the West by Lot No. 13 of the subdivision of the 5. M. Swenson part of the P. A. Holder League, and containing one acre, more or less. Tract Three: Part of the P.A. Holder survey, Abstract No. 297. 29 3/4 acres veyed by H. W. Miller to John Israelson by deed c � corded n Vol. 16, Page 18, Deed Records of said recorded and de- 1 scribed therein follows: Being the North one half of lot NO. 12 in the subdivision of the S. 0. Swenson part of the Prior A. Holder league In Williamson County, as per plat of survey recorded in Book 13, n Page 119. of Williamson County land records, BEGINNING at a point on the West line of said lot and 555 vrs from the S W corner THENCE North following the W line of said lot 425 vrs to Chandler's Branch; THENCE following the Branch North East to the East line of the said Holder League THENCE South along the E line of the Holder league 695 1/2 v THENCE West across lot No. 12, 300 1/2 v s to place Of beginning, containing 29 3/4 acres, more or less. LESS: the amount of land taken for the State High- way off of the South part of Tracts No. Two and No. Three above. Tract Four. Being out of and a part of the Prior A. Holder Survey, Abstract No. 297, and also being known as Block No. 13 of,53'4/5 acres and Block No. ac 14 of 46 1/6 cc ording to a subdivision of said Prior A. Holder Survey as made by S. M. Swenson, of record in Book 13, Page 119, Deed Records of Williamson County, Texas, said land being described by metes and bounds as follows: BEGINNING at the S. E. corner of said Block No. 13, which is also the S. W. corner of Block No. 12 and S. E. corner hereof; THENCE W. with the South line of said Block No. 13. 345 v s to its S. W. and the S. E. corner a corner e South l So Block l No. 1 ne of said and i S Block No. 1 n West with the line o, 30A v and ar 650 v s to the S. of Block No. 14, and 5. E. co rner of Block No. corner and the 5. W. corner hereof; THENCE North with the E. line of Block No. 15 and W. line of Block No. 14, 870 varas to the channel of Chandler Branch and N. W, of said Block No, 14, and the N. W. corner hereof; - 3 EXHIBIT DESCRIPTION FOR 88.411 ACRE TRACT OF LAND, SITUATED IN THE P. A. HOLDER SURVEY, ABSTRACT NUMBER 297 IN WILLIAMSON COUNTY, TEXAS BEING ALL OF TRACTS TWO, THREE AND FOUR CONVEYED TO ARNOLD TELANDER (TELANDER TRACTS) BY INSTRUMENT RECORDED IN VOLUME 2129, PAGE 744 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS ( O.R.W.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at capped W iron rod set in the northerly right -of -way line of U.S. Highway Number 79 (Highway 79) conveyed to the State of Texas by instrument recorded in Volume 304, Page 190 and Volume 302, Page 587 of the Deed Records of Williamson County, Texas (W.C.D.R.), being the southeast corner of a called 9.691 acre tract conveyed to the City of Round Rock, Texas described as Tract III, of Exhibit "B" recorded in Volume 1760, Page 451 O.R.W.C.T. same being the southwest corner of said Telander tracts for the southwest corner hereof, an from said point a 5/8" iron rod found at the southerly most southwest corner of a called 101.110 acre tract conveyed to The Old Settlers Association of Williamson County, Texas described as Tract 1, Exhibit "C" recorded in Volume 1760, Page 451 O.R.W.C.T. bears S 63 ° 37'48" W, a distance of 1098.43 feet with the northerly right -of -way line of said Highway 79; Thence, leaving the northerly right -of -way line of said Highway 79 with the east boundary line of said 9.691 acre tract being the westerly boundary line of said Telander tracts for the westerly boundary line hereof the following four (4) courses: 1. N 01 ° 31'47" W, a distance of 793.92 feet to a 'A" iron rod found for a angle point, 2. N 88 °43'56" E, a distance of 16.49 feet to a 'A" iron rod found for an angle point, 3. N 02 ° 09'05" W, a distance of 965.75 feet to a capped ''' /' iron rod set in the base of a 44" Live Oak Tree for an angle point, 4. N 05 °55'46" E, at a distance of 115.35 feet, pass a capped 'A" iron rod set for reference and continuing for a total distance of 215.35 feet to a point in the center of Chandler Creek being the southerly boundary line of a called 71.11 acre tract conveyed to The City of Round Rock, Texas by instrument recorded in Volume 1760, Page 475 O.R.W.C.T. same being the northeast corner of said 9.691 acre tract and the northwest corner of said Telander tracts for the northwest corner hereof; Thence, with the centerline of said Chandler Creek being the southerly boundary line of said 71.11 acre tract and a called 316.85 acre tract conveyed to the City of Round Rock, Texas by instrument recorded in Volume 1760, Page 451 O.R.W.C.T. described as Tract I, Exhibit "B" same being the northerly boundary line of said Telander tract for the northerly boundary line hereof the following fifteen (15) courses: 1. N 87 ° 34'46" E, a distance of 241.90 feet to a point, 2. S 61 E, a distance of 439.40 feet to a point, 3. S 88 °39'15" E, a distance of 137.38 feet to a point, Page 1 of 2 7 I cas46lDOM7socsc. dae 4. S 55 ° 29'52" E, a distance of 249.37 feet to a point, 5. N 76 ° 41'17" E, a distance of 285.33 feet to a point, 6. N 67 ° 51'17" E, a distance of 274.40 feet to a point, 7. N 34 ° 05'17" E, a distance of 180.91 feet to a point, 8. N 08 °5717" E, a distance of 215.99 feet to a point, 9. N 41 E, a distance of 500.14 feet to a point, 10. N 18 °53'17" E, a distance of 249.19 feet to a point, 11.N 25 ° 07'43" W, a distance of 100.00 feet to a point, 12. N 50 ° 52'11" E, a distance of 206.39 feet to a point, 13.N 78 ° 41'34" E, a distance of 179.65 feet to a point, 14. N 56 ° 20'34" E, a distance of 75.88 feet to a point, 15. N 87 ° 19'34" E, a distance of 72.80 feet to a point in the west boundary line of the Joseph Marshall Survey, Abstract Number 409 same being the most southwesterly boundary line of a called 151.00 acre tract conveyed to William H. Bright by instrument recorded in Volume 387, Page 550 W.C.D. R. at the southeasterly comer of said 316.85 acre tract being the northeast corner of said Telander tracts for the northeast corner hereof; Thence, leaving said Chandler Creek and with the west boundary line of said Marshall Survey same being the west boundary line of said Bright tract and being the east boundary line of said Telander tracts S 03 ° 28'27" E, at a distance of 100.00 feet, pass a capped 14" iron rod set for reference and continuing for a total distance 011801.43 feet to a %" iron rod found in the northerly right -of -way line of said Highway 79 being the southwest corner of said Bright tract same being the southeast corner of said Telander tracts and for the southeast corner hereof; Thence, with the northerly right -of -way line of southerly boundary line of said Telander tracts for 63 ° 37'48" W, a distance of 2870.01 feet to the 88.411 acres of land. The bearing basis for the above described tract Coordinate System, Central Zone, NAD -83. Surveyed yak erg the dire ision of he undersigned: M. Stephen 'rruesdale d / Registered Professional Land Surveyor Number 4933 Baker- Aicklen & Assoc., Inc. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 Page f2 M' I60I5461D00 rSfpSC;. doc said Highway 79 same being the the southerly boundary line hereof S POINT OF BEGINNING, containing is based on the Texas State Plane i THE STATE OF TEXAS COUNTY OF WILLIAMSON c:\ rexr\ xoimroaoc \xsr,�esrA \Assxcwna.wen /cac PARTIAL ASSIGNMENT OE' REAL ESTATE CONTRACT § § KNOW ALL PERSONS THESE PRESENTS: § The CITY OF ROUND ROCK, TEXAS, a municipal corporation, (the "Assignor "), in consideration of Ten and No /100 Dollars ($10.00) and other valuable consideration, by means of this instrument does hereby desire to grant, convey and partially assign to RSR SPORTS, INC. (the "Assignee ") its right and interest in the following: 1. A partial assignment, as described below, of that certain Real Estate Contract, (the "Contract "), dated April 30, 1998, entered into between Arnold Telander, as Seller, and the City of Round Rock, Texas, as Purchaser, covering approximately ninety -five (95) acres, more or less, as described in said Contract, which is attached hereto and incorporated herein as Exhibit "A ". Pursuant to said Contract, the legal description of the property has been revised based on the survey provided for in the Contract. Said survey reflects a total of 88.411 acres, which is described by metes and bounds in Exhibit "B ", attached hereto and incorporated herein (the "Property "). 2. Assignor desires to assign to Assignee an undivided Fifty -five (550) percent interest in the Contract to purchase the 88.411 acres described in Exhibit "B ". 3. As further consideration for said Assignment, Assignee agrees to dedicate to the City for right -of -way purposes a strip of land up to eighty -five (85') feet in width along existing State Highway 79 right - of -way and owned in the future by Assignee, if and /or when said undivided interest is partitioned or otherwise divided. NOW, THEREFORE, for the above - described consideration, the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, and subject to the provisions of this Assignment, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee an undivided Fifty -five (550) percent interest in the Contract to purchase the 88.411 acres of real property described in the Exhibit "B ", including, without limitation of the generality of the foregoing, the following: 1. NO WARRANTY. ASSIGNOR HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (I) THE NATURE AND CONDITION OF THE ASSIGNED PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH ASSIGNEE MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON (INCLUDING THE PRESENCE OF ASBESTOS) OR COMPLIANCE WITH ALL APPLICABLE LAWS, RULES OR REGULATIONS; (ii) THE NATURE AND EXTENT OF ASSIGNOR'S INTEREST IN OR TITLE TO THE ASSIGNED PROPERTIES, AND THE PRESENCE OR ABSENCE OF ANY RIGHT -OF -WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE; AND (iii) THE COMPLIANCE OF THE ASSIGNED PROPERTIES WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY. ASSIGNEE ACKNOWLEDGES THAT IT HAS INSPECTED THE ASSIGNED PROPERTIES AND IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSIGNED PROPERTIES AND NOT ON ANY INFORMATION PROVIDED BY ASSIGNOR. ASSIGNEE ACCEPTS THE ASSIGNED PROPERTIES ON AN "AS IS" BASIS, AND ASSIGNEE EXPRESSLY ACKNOWLEDGES THAT ASSIGNOR HAS MADE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE ASSIGNED PROPERTIES. 2. INDEMNITY. By acceptance of this Assignment, Assignee accepts and agrees to perform all of the terms, covenants and conditions in connection with its the undivided interest in the Assigned Properties required to be performed by the owner thereof, from and after the date hereof, but not prior thereto, and agrees to indemnify, save and hold harmless Assignor from and against any and all loss, liability, claims or causes of action existing in favor of or asserted by any party arising out of or relating to Assignee's failure to perform those duties or obligations. No indemnity of any kind runs from Assignor to Assignee in connection with this Assignment and /or the Assigned Properties. 3. WARRANTIES AND REPRESENTATIONS. Assignee warrants and represents to Assignor that the person executing this Assignment on behalf of Assignee is authorized to execute same on behalf of Assignee and Assignee's obligations under this Agreement (i) are legally binding, (ii) do not require the consent of any other party and (iii) do not violate the provisions of any agreement to which Assignee is a party. 4. ENTIRETY. This Assignment embodies the entire agreement between the parties, and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. 5. BINDING EFFECT. The terms of this Assignment shall be binding upon and inure to the benefit of this parties hereto and their respective successors, assigns and legal representatives. 6. HEADINGS. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Assignment. IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed effective as of the /Q day of (JE,CCrne3Eie_ . 1992 ASSIGNOR THE B lts: J2141y0 ASSIGNEE: It S By: Its s : pS (deh 2 D ROCK, TEXAS State of Texas County of Williamson f EXHIBIT „ 1 REAL ESTATE CONTRACT THIS REAL ESTATE CONTRACT ('Contract ") is made by and between Arnold Telander, a single man, referred to in this Contract as "Seller ") and the City of Round Rock, a Texas Home Rule City (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 of land containing approximately ninety -five (95) acres of land situated in Williamson County, Texas, being more particularly described as the "Telander Tract" on Exhibit "A" attached to and incorporated in this Contract by reference for all purposes, (a more detailed legal description will be determined from the survey provided for in this Contract); 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 "), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of One Million, Nine Hundred Thousand and no /100 Dollars ($1,900,000.00.) Notwithstanding the foregoing, if the survey of the Property to be furnished as provided below, reflects that the number of acres comprising the Property is more or less than ninety -five (95) acres, the purchase price is to be increased or reduced by the product of $ 20,000.00 times the number of acres of the Property more or less than ninety -five (95) acres. Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the 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.) Preliminary Title Commitment 3.02. Within fifteen (15) days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have caused the title company to issue a preliminary title report (the "Title Commitment ") accompanied by copies of all recorded documents relating to easements, rights -of -way, etc., affecting the Property. Purchaser shall give Seller written notice on or before the expiration of thirty (30) days after Purchaser receives the Title Commitment that the condition of title as set forth in the Title Commitment is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within thirty (30). days after receipt of written notice, Purchaser may terminate this Contract and it shall thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the Title Commitment. Survey 3.03. Within forty -five (45) days from the date hereof, Purchaser, at Purchaser's sole cost and expense, shall cause to be delivered a current plat of survey of the Property, prepared by a duly licensed Texas land surveyor. The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights -of -way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. If any portion of the survey is unacceptable to Purchaser, then Purchaser shall give Seller written notice of this fact. Seller shall promptly undertake to eliminate or modify all the unacceptable portions to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within thirty (30) days after receipt of written notice, Purchaser may terminate this 2 Contract, and the Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the title company to Purchaser, as provided in Article VII. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the survey. New Surveys and Tests 3.04. Within one hundred and fifty (150) days after the date hereof Purchaser is granted the right to conduct engineering surveys, environmental surveys, feasibility studies of the Property, and any and all other surveys or studies deemed necessary to Purchaser, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, or other tests which may be deemed necessary to Purchaser or Purchaser's engineer. If it should be determined by Purchaser in Purchaser's sole judgment that the Property is not suitable for the intended purposes, then and in this event, Purchaser may, on written notice to Seller received prior to one hundred and eighty (180) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. If the written notice is not received within this one hundred and eighty (180) day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. (See Addendum for the tenant's agreement to grant the foregoing rights.) Feasibility of Intended Proiect 3.05. Within one hundred and eighty (180) days after date hereof Purchaser is granted the right to determine the feasibility of the project for which the Property is intended. If it should be determined by Purchaser in Purchaser's sole judgment that the project for which the Property is intended is not feasible, then and in this event, Purchaser may, on written notice to Seller received prior to one hundred and eighty (180) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. If the written notice is not received within this one hundred and eighty (180) day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes_ Miscellaneous Conditions 3.06. 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 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 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: (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers, other than a crop lease to Roland Wieland as tenant; (2) There is no pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any part thereof, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any governmental authority; (3) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof; (4) The Property has full and free access to and from public highways, streets or roads and, to the best knowledge and belief of Seller, there is no pending or threatened governmental proceeding that would impair or result in the termination of this access. ARTICLE V CLOSING Closing Date 5.01. The closing shall be held at the office of Brown McCarroll Sheets & Crossfield, L.L.P, 309 E. Main St., Round Rock, Texas, on or before two hundred and ten (210) days from the effective date hereof, or at such time, date, and place as Seller and Purchaser may agree upon (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 Purchaser a duly executed and acknowledged General Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: 4 (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 Alamo Title, 1717 N. IH 35, Round Rock, Texas, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title 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;" 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." (c) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorat ions 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. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll -back taxes, if any, shall be paid by Purchaser. 5 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 Seller (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees paid by each respectively. ARTICLE VI REAL ESTATE COMMISSIONS It is understood and agreed that there are no brokers involved in the negotiation and consummation of this Contract. Any real estate commissions occasioned by the consummation of this Contract shall be the sole responsibility of Seller, and Seller agrees to indemnify and hold harmless Purchaser from any and all claims for these commissions. Each of the parties represents to the other that it has not incurred and will not incur any liability for brokerage fees or agent's commissions in connection with this Contract other than the liability of Seller as set forth in this paragraph. ARTICLE VII ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Alamo Title the sum of Five Thousand Dollars (05,000), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article IX hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as provided for in Article III, then the Escrow Deposit (less $100.00) shall be forthwith returned by the title company to Purchaser. Seller shall have the right to retain the aforesaid $100.00 as independent consideration for entering into this Contract. 6 ARTICLE VIII 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; (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser; or (3) bring suit for damages against Seller. ARTICLE IX 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 X MISCELLANEOUS Assignment of Contract 10.01. This Contract may be assigned by Purchaser provided that Purchaser's assignee, shall expressly assume all Purchaser's liabilities, obligations, and duties hereunder. On delivery to Seller of an instrument in writing whereby the assignee assumes all of the provisions of this Contract to be performed by Purchaser, then, in that event, Purchaser shall be released and discharged of all further liability hereunder. Survival of Covenants 10.02. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. 7 Notice 10.03. 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 Apoly 10.04. 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 10.05. 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 10.06. 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 10.07. 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 10.08. Time is of the essence in this Contract. Gender 10.09. 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 Memorandum of Contract 10.10. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 10.11. 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. Seller's Option to Purchase Frame House 10.12. Seller shall have the option to purchase at closing the white wood frame house currently located on the Property for the sum of $10,000.00. Should Seller exercise this option, he shall remove the house from the Property no later than thirty (30) days after the closing date. Effective Date 10.13. This Contract shall be effective as of the date it is approved by the City Council, which date is indicated beneath the Mayor's signature below. SELLER: Psnold Telander 3801 Palm Valley Blvd. Round Rock, Texas, 78664 Date: 47-3 —fY PURCHASER: City R000 d Rock, Texas by: 9�- � �i 9 Charles Cu1 ep r, 221 E. Main St. Round Rock, Texas Date: L .3O. 9 Mayor ADDENDUM This Addendum is made to the attached Real Estate Contract and is entered into by and among Arnold Telander, ( "Seller "), the City of Round Rock ( "Purchaser "), and Roland Wieland, ( "Tenant ".) Recitals Whereas, Seller and Purchaser have entered into the attached Real Estate Contract whereby Seller agrees to sell and Purchaser agrees to purchase the Property described in Exhibit "A" attached hereto; and Whereas, Seller and Tenant have previously entered into a lease agreement whereby Seller has leased the Property to Tenant for the purposes of raising a corn crop on the Property; and Whereas, Purchaser has a need to be granted the right to perform certain surveys, studies, and tests on the Property which might result in damage to Tenant's crop; Now Therefore For Good and Valuable Consideration, the receipt of which each of the undersigned parties hereby acknowledge, they agree as follows: 1. Within one hundred and fifty (150) days after the date hereof Purchaser is granted by Tenant the right to conduct engineering surveys, environmental surveys, feasibility studies of the Property, and any and all other surveys or studies deemed necessary to Purchaser, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, or other tests which may be deemed necessary to Purchaser or Purchaser's engineer. 2. Purchaser shall take reasonable precautions to prevent damage to the corn crop currently growing on the Property, but in the event that such damage is caused to said crop, Purchaser agrees to pay to Tenant the reasonable value of any of the crop so damaged by the aforesaid surveys and studies. 3. Tenant acknowledges that his crop land lease terminates upon the final harvest of the corn crop which is expected to occur no later than the end of August, 1998. After such harvest, Tenant will have no further rights with respect to the Property. 1 0 SELLER: Arnold Telander 3801 Palm Valley Blvd. Round Rock, Texas, 78664 Date: Y - 3 - /k PURCHASER: City o Round Rock, Texas by harles Cul.eJ.er, Mayor 11 221 E. Main St. Round Ro c k, 22 Texass / Date: 1 7 / '3 0- /o TENANT: 4J Ro and Wieland Date: Li 3 - p / 4' Property Adjacent to Old Settlers Park YQL 849r4GE 809 John Israelson, described in deed recorded in Vol. 169. Page 540, Deed Records of Williamson County, as follows: Bounded on the north by a tract of land owned by said John Israelson and on the east by the Georgetown and Manor public road, and on the South by the right of way of the I E G N R R Co. , and on the West by Lot No. 13 of the subdivision of the 5. M. Swenson part of the P. A. Holder League. and containing one acre, more or less. Tract Three: Part of the P.A. Holder survey, Abstract No. 297. 29 3/4 acres conveyed by H. W. Miller to John Israelson by deetlrecorded in Vol. 16, Page 18, Deed Records of said County and de- scribed therein follows: Being the North half of lot No. 12 in the subdivision of the 5. Me Swenson part of the Prior A. Holder league in Williamson County, as per plat of survey recorded in Book 13, n Page 119, of Williamson County land records, BEGINNING at a point on the West line of said lot and 555 vrs from the S W corner, THENCE North following the W line of said lot 425 vrs to Chandler's Branch; THENCE following the Branch North East to the East line of the said Holder League; THENCE South along the E line of the Holder league 695 1/2 vrs, THENCE West across lot No. 12, 300 1/2 v s to place of beginning. containing 29 3/4 acres, more or less. LESS: the amount of land taken for the State High- way off of the South part of Tracts No. Two and No. Three above. Tract Four: Being out of and a part of the Prior A. Holder Survey, Abstract No. 297, and also being known as Block No. 13 of,53.4/5 a c r and Block No. ac 14 of 46 1/6 c ording to a subdivision of said Prior A. Holder Survey as made by S. M. Swenson, of record in Book 13, Page 119, Deed Records of Williamson County, Texas, said land being described by metes and bounds as follows: BEGINNING at the S. E. corner of said Block No. 13, which is also the 5. W. corner of Block No. 12 and S. E. corner hereof; 1 THENCE W. with the South line of said Block No. 13, 345 v s to its 5. W. and the 5. E. aca corner corner of Block No. 14, and continuing n West with the South line of said Block No. 1o', , v and ar 650 v s to the S. W. Block. of NOS 14, and 5. E. co rner of Block No. corner and the 5. W. corner hereof THENCE North with the E. line of Block No. 15 and W. line of Block No. 14, 870 varas to the channel of Chandler Branch and N. W. corner of said Block No. 14, and the N. W. corner hereof: - 3 Page 1 of 2 A/ l DESCRIPTION EXHIBIT B FOR 88.411 ACRE TRACT OF LAND, SITUATED IN THE P. A. HOLDER SURVEY, ABSTRACT NUMBER 297 IN WILLIAMSON COUNTY, TEXAS BEING ALL OF TRACTS TWO, THREE AND FOUR CONVEYED TO ARNOLD TELANDER (TELANDER TRACTS) BY INSTRUMENT RECORDED IN VOLUME 2129, PAGE 744 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS ( O.R.W.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:_ BEGINNING at capped 'A" iron rod set in the northerly right -of -way line of U.S Highway Number 79 (Highway 79) conveyed to the State of Texas by instrument recorded in Volume 304, Page 190 and Volume 302, Page 587 of the Deed Records of Williamson County, Texas (W.C.D.R.), being the southeast corner of a called 9.691 acre tract conveyed to the City of Round Rock, Texas described as Tract III, of Exhibit "B" recorded in Volume 1760, Page 451 O.R.W.C.T. same being the southwest comer of said Telander tracts for the southwest corner hereof, an from said point a 5/8" iron rod found at the southerly most southwest corner of a called 101.110 acre tract conveyed to The Old Settlers Association of Williamson County, Texas described as Tract 1, Exhibit "C" recorded in Volume 1760, Page 451 O.R.W.C.T. bears S 63 °37'48" W, a distance of 1098.43 feet with the northerly right -of -way line of said Highway 79; Thence, leaving the northerly right -of -way line of said Highway 79 with the east boundary line of said 9.691 acre tract being the westerly boundary line of said Telander tracts for the westerly boundary line hereof the following four (4) courses: 1. N 01 W, a distance of 793.92 feet to a 14" iron rod found for a angle point, 2. N 88 ° 43'56" E, a distance of 16.49 feet to a ''' /" iron rod found for an angle point, 3. N 02 ° 09'05" W, a distance of 965.75 feet to a capped f" iron rod set in the base of a 44" Live Oak Tree for an angle point, 4. N 05 ° 55'46" E, at a distance of 115.35 feet, pass a capped 14" iron rod set for reference and continuing for a total distance of 215.35 feet to a point in the center of Chandler Creek being the southerly boundary line of a called 71.11 acre tract conveyed to The City of Round Rock, Texas by instrument recorded in Volume 1760, Page 475 O.R.W.C.T. same being the northeast corner of said 9.691 acre tract and the northwest corner of said Telander tracts for the northwest corner hereof; Thence, with the centerline of said Chandler Creek being the southerly boundary line of said 71.11 acre tract and a called 316.85 acre tract conveyed to the City of Round Rock, Texas by instrument recorded in Volume 1760, Page 451 O.R.W.C.T. described as Tract I, Exhibit "B" same being the northerly boundary line of said Telander tract for the northerly boundary line hereof the following fifteen (15) courses: 1. N 87 ° 34'46" E, a distance of 241.90 feet to a point, 2. S 61 °35'14" E, a distance of 439.40 feet to a point, 3. S 88 °39'15" E, a distance of 137.38 feet to a point, 4. S 55 ° 29'52" E, a distance of 249.37 feet to a point, 5. N 76 ° 41'17" E, a distance of 285.33 feet to a point, 6. N 67 ° 51'17" E, a distance of 274.40 feet to a point, 7. N 34 ° 05'17" E, a distance of 180.91 feet to a point, 8. N 08 ° 57'17" E, a distance of 215.99 feet to a point, 9. N 41 E, a distance of 500.14 feet to a point, 10. N 18 °53'17" E, a distance of 249.19 feet to a point, 11.N 25 ° 07'43" W, a distance of 100.00 feet to a point, 12. N 50 ° 52'11" E, a distance of 206.39 feet to a point, 13. N 78 °41'34" E, a distance of 179.65 feet to a point, 14, N 56 °20'34" E, a distance of 75.88 feet to a point, 15. N 87 ° 19'34" E, a distance of 72.80 feet to a point in the west boundary line of the Joseph Marshall Survey, Abstract Number 409 same being the most southwesterly boundary line of a called 151.00 acre tract conveyed to William H. Bright by instrument recorded in Volume 387, Page 550 W.C.D.R. at the southeasterly comer of said 316.85 acre tract being the northeast corner of said Telander tracts for the northeast corner hereof; Thence, leaving said Chandler Creek and with the west boundary line of said Marshall Survey same being the west boundary line of said Bright tract and being the east boundary line of said Telander tracts S 03 ° 28'27" E, at a distance 01100.00 feet, pass a capped 'A" iron rod set for reference and continuing for a total distance of 1801.43 feet to a %" iron rod found in the northerly right -of -way line of said Highway 79 being the southwest corner of said Bright tract same being the southeast corner of said Telander tracts and for the southeast corner hereof; Thence, with the northerly right -of -way line of southerly boundary line of said Telander tracts for 63 ° 37'48" W, a distance of 2870.01 feet to the 88.411 acres of land. The bearing basis for the above described tract Coordinate System, Central Zone, NAD -83. Surveyed •der the direct s pervisioi of he undersigned: M. Stephen ruesdale Registered Professional Land Surveyor Number 4933 Baker- Aicklen & Assoc., Inc. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 Page 2 of 2 M: 1 doc said Highway 79 same being the the southerly boundary line hereof S POINT OF BEGINNING, containing is based on the Texas State Plane i EST: RESOLUTION NO. R- 98- 12- 10 -13C2 WHEREAS, the City of Round Rock has previously entered into a real estate contract ( "Contract "), dated April 30, 1998, with Arnold Telander to purchase approximately ninety -five (95) acres of land; and WHEREAS, it has been determined that it is now necessary to partially assign said Contract; and WHEREAS, the attached Partial Assignment of Real Estate Contract embodies such agreed changes and amendments; Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Partial Assignment of Real Estate Contract of the original Real Estate Contract, dated April 30, 1998, with Arnold Telander for purchase of approximately ninety -five (95) acres of property. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED on this 10th day of December, 1998. E LAND, City Secretary K:\ WPOOCE \RESOLUTI \R,1210C2- WPU /sls CHARLES CULPEP•' Mayor City of Round Rock, Texas THE STATE OF TEXAS COUNTY OF WILLIAMSON \ TEXT \ROUNDROC \REALESTA \ASSIGN. .WPD /cdc PARTIAL ASSIGNMENT OF REAL ESTATE CONTRACT § § KNOW ALL PERSONS THESE PRESENTS: § The CITY OF ROUND ROCK, TEXAS, a municipal corporation, (the "Assignor "), in consideration of Ten and No /100 Dollars ($10.00) and other valuable consideration, by means of this instrument does hereby desire to grant, convey and partially assign to RSR SPORTS, INC. (the "Assignee ") its right and interest in the following: 1. A partial assignment, as described below, of that certain Real Estate Contract, (the "Contract "), dated April 30, 1998, entered into between Arnold Telander, as Seller, and the City of Round Rock, Texas, as Purchaser, covering approximately ninety -five (95) acres, more or less, as described in said Contract, which is attached hereto and incorporated herein as Exhibit "A ". Pursuant to said Contract, the legal description of the property has been revised based on the survey provided for in the Contract. Said survey reflects a total of 88.411 acres, which is described by metes and bounds in Exhibit "B ", attached hereto and incorporated herein (the "Property "). 2. Assignor desires to assign to Assignee an undivided Fifty -five (55o) percent interest in the Contract to purchase the 88.411 acres described in Exhibit "B ". 3. As further consideration for said Assignment, Assignee agrees to dedicate to the City for right -of -way purposes a strip of land up to eighty -five (85') feet in width along existing State Highway 79 right - of -way and owned in the future by Assignee, if and /or when said undivided interest is partitioned or otherwise divided. NOW, THEREFORE, for the above- described consideration, the receipt and sufficiency of which are hereby acknowledged and confessed by Assignor, and subject to the provisions of this Assignment, Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee an undivided Fifty -five (55o) percent interest in the Contract to purchase the 88.411 acres of real property described in the Exhibit "B ", including, without limitation of the generality of the foregoing, the following: 1. NO WARRANTY. ASSIGNOR HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (I) THE NATURE AND CONDITION OF THE ASSIGNED PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH ASSIGNEE MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON (INCLUDING THE PRESENCE OF ASBESTOS) OR COMPLIANCE WITH ALL APPLICABLE LAWS, RULES OR REGULATIONS; (ii) THE NATURE AND EXTENT OF ASSIGNOR'S INTEREST IN OR TITLE TO THE ASSIGNED PROPERTIES, AND THE PRESENCE OR ABSENCE OF ANY RIGHT -OF -WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE; AND (iii) THE COMPLIANCE OF THE ASSIGNED PROPERTIES WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY. ASSIGNEE ACKNOWLEDGES THAT IT HAS INSPECTED THE ASSIGNED PROPERTIES AND IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSIGNED PROPERTIES AND NOT ON ANY INFORMATION PROVIDED BY ASSIGNOR. ASSIGNEE ACCEPTS THE ASSIGNED PROPERTIES ON AN "AS IS" BASIS, AND ASSIGNEE EXPRESSLY ACKNOWLEDGES THAT ASSIGNOR HAS MADE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE ASSIGNED PROPERTIES. 2. INDEMNITY. By acceptance of this Assignment, Assignee accepts and agrees to perform all of the terms, covenants and conditions in connection with its the undivided interest in the Assigned Properties required to be performed by the owner thereof, from and after the date hereof, but not prior thereto, and agrees to indemnify, save and hold harmless Assignor from and against any and all loss, liability, claims or causes of action existing in favor of or asserted by any party arising out of or relating to Assignee's failure to perform those duties or obligations. No indemnity of any kind runs from Assignor to Assignee in connection with this Assignment and /or the Assigned Properties. 3. WARRANTIES AND REPRESENTATIONS. Assignee warrants and represents to Assignor that the person executing this Assignment on behalf of Assignee is authorized to execute same on behalf of Assignee and Assignee's obligations under this Agreement (i) are legally binding, (ii) do not require the consent of any other party and (iii) do not violate the provisions of any agreement to which Assignee is a party. 4. ENTIRETY. This Assignment embodies the entire agreement between the parties, and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. 5. BINDING EFFECT. The terms of this Assignment shall be binding upon and inure to the benefit of this parties hereto and their respective successors, assigns and legal representatives. 6. HEADINGS. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Assignment. IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed effective as of the j 47P day of T>E[.FMArde , 19% . ASSIGNO THE Y U ROCK, TEXAS By: y] n/ya� ASSIGNEE: 2 State of Texas County of Williamson EXHIBIT REAL ESTATE CONTRACT THIS REAL ESTATE CONTRACT ( "Contract ") is made by and between Arnold Telander, a single man, referred to in this Contract as "Seller ") and the City of Round Rock, a Texas Home Rule City (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 of land containing approximately ninety -five (95) acres of land situated in Williamson County, Texas, being more particularly described as the " Telander Tract" on Exhibit "A" attached to and incorporated in this Contract by reference for all purposes, (a more detailed legal description will be determined from the survey provided for in this Contract); 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 "), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be the sum of One Million, Nine Hundred Thousand and no /100 Dollars ($1,900,000.00.) Notwithstanding the foregoing, if the survey of the Property to be furnished as provided below, reflects that the number of acres comprising the Property is more or less than ninety -five (95) acres, the purchase price is to be increased or reduced by the product of $ 20,000.00 times the number of acres of the Property more or less than ninety -five (95) acres. Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the closing. 1 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.) Preliminary Title Commitment 3.02. Within fifteen (15) days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have caused the title company to issue a preliminary title report (the "Title Commitment ") accompanied by copies of all recorded documents relating to easements, rights -of -way, etc., affecting the Property. Purchaser shall give Seller written notice on or before the expiration of thirty (30) days after Purchaser receives the Title Commitment that the condition of title as set forth in the Title Commitment is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within thirty (30) days after receipt of written notice, Purchaser may terminate this Contract and it shall thereupon be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the Title Commitment. Survey 3.03. Within forty -five (45) days from the date hereof, Purchaser, at Purchaser's sole cost and expense, shall cause to be delivered a current plat of survey of the Property, prepared by a duly licensed Texas land surveyor. The survey shall be staked on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights -of -way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. If any portion of the survey is unacceptable to Purchaser, then Purchaser shall give Seller written notice of this fact. Seller shall promptly undertake to eliminate or modify all the unacceptable portions to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within thirty (30) days after receipt of written notice, Purchaser may terminate this 2 Contract, and the Contract shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the title company to Purchaser, as provided in Article VII. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the survey. New Surveys and Tests 3.04. Within one hundred and fifty (150) days after the date hereof Purchaser is granted the right to conduct engineering surveys, environmental surveys, feasibility studies of the Property, and any and all other surveys or studies deemed necessary to Purchaser, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, or other tests which may be deemed. necessary to Purchaser or Purchaser's engineer. If it should be determined by Purchaser in Purchaser's sole judgment that the Property is not suitable for the intended purposes, then and in this event, Purchaser may, on written notice to Seller received prior to one hundred and eighty (180) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. If the written notice is not received within this one hundred and eighty (180) day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. (See Addendum for the tenant's agreement to grant the foregoing rights.) Feasibility of Intended Proiect 3.05. Within one hundred and eighty (180) days after date hereof Purchaser is granted the right to determine the feasibility of the project for which the Property is intended. If it should be determined by Purchaser in Purchaser's sole judgment that the project for which the Property is intended is not feasible, then and in this event, Purchaser may, on written notice to Seller received prior to one hundred and eighty (180) days from the date hereof, terminate this Contract and it shall be null and void for all purposes and the Escrow Deposit shall be forthwith returned by the title company to Purchaser, as provided in Article VII. If the written notice is not received within this one hundred and eighty (180) day period, the condition shall he deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. Miscellaneous Conditions 3.06. 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 4 ARTICLE TV REPRESENTATIONS AND WARRANTIES OF ST.nT,RR Seller hereby represents and warrants 50 Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date: (1) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers, other than a crop lease to Roland Wieland as tenant; (2) There is no pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any part thereof, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any governmental authority; (3) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof; (4) The Property has full and free access to and from public highways, streets or roads and, to the best knowledge and belief of Seller, there is no pending or threatened governmental proceeding that would impair or result in the termination of this access. ARTICLE V CLOSING Closinq Date 5.01. The closing shall be held at the office of Brown McCarroll Sheets & Crossfield, L.L.P, 309 E. Main St., Round Rock, Texas, on or before two hundred and ten (210) days from the effective date hereof, or at such time, date, and place as Seller and Purchaser may agree upon (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 Purchaser a duly executed and acknowledged General Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: 4 (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 Alamo Title, 1717 N. IH 35, Round Rock, Texas, in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title 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;" 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." (c) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.03. At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorat ions 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. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll -back taxes, if any, 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 Seller (3) All other closing costs shall be paid by Purchaser. (4) Attorney's fees paid by each respectively. ARTICLE VI REAL ESTATE COMMISSIONS It is understood and agreed that there are no brokers involved in the negotiation and consummation of this Contract. Any real estate commissions occasioned by the consummation of this Contract shall be the sole responsibility of Seller, and Seller agrees to indemnify and hold harmless Purchaser from any and all claims for these commissions. Each of the parties represents to the other that it has not incurred and will not incur any liability for brokerage fees or agent's commissions in connection with this Contract other than the liability of Seller as set forth in this paragraph. ARTICLE VII ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Alamo Title the sum of Five Thousand Dollars ($5,000), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article IX hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as provided for in Article III, then the Escrow Deposit (less 8100.00) shall be forthwith returned by the title company to Purchaser. Seller shall have the right to retain the aforesaid $100.00 as independent consideration for entering into this Contract. ARTICLE VIII 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; (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser; or (3) bring suit for damages against Seller. ARTICLE IX 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 X MISCELLANEOUS Assignment of Contract 10.01. This Contract may be assigned by Purchaser provided that Purchaser's assignee, shall expressly assume all Purchaser's liabilities, obligations, and duties hereunder. On delivery to Seller of an instrument in writing whereby the assignee assumes all of the provisions of this Contract to be performed by Purchaser, then, in that event, Purchaser shall be released and discharged of all further liability hereunder. Survival of Covenants 10.02. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. Notice 10.03. 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 10.04. 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 Sound 10.05. 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 10.06. 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 SUpereeded 10.07. 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 10.08. Time is of the essence in this Contract. Gender 10.09. 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 Memorandum of Contract 10.10. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 10.11. 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. Seller's Option to Purchase Frame House 10.12. Seller shall have the option to purchase at closing the white wood frame house currently located on the Property for the sum of $10,000.00. Should Seller exercise this option, he shall remove the house from the Property no later than thirty (30) days after the closing date. Effective Date 10.13. This Contract shall be effective as of the date it is approved by the City Council, which date is indicated beneath the Mayor's signature below. SELLER: Arnold Telander 3801 Palm Valley Blvd. Round Rock, Texas, 78664 Date: 4/ —'7 jy PURCHASER: City o,f/ Rou9 d Rock, Texas by:��� 221 E. Main St. Round Rock, Texas Date: II -JO" 9J 9 Charles Cul ep r, Mayor z ADDENDUM This Addendum is made to the attached Real Estate Contract and is entered into by and among Arnold Telander, ( "Seller"), the City of Round Rock ( "Purchaser "), and Roland Wieland, ( "Tenant ".) Recitals Whereas, Seller and Purchaser have entered into the attached Real Estate Contract whereby Seller agrees to sell and Purchaser agrees to purchase the Property described in Exhibit "A" attached hereto; and Whereas, Seller and Tenant have previously entered into a lease agreement whereby Seller has leased the Property to Tenant for the purposes of raising a corn crop on the Property; and Whereas, Purchaser has a need to be granted the right to perform certain surveys, studies, and tests on the Property which might result in damage to Tenant's crop; Now Therefore For Good and Valuable Consideration, the receipt of which each of the undersigned parties hereby acknowledge, they agree as follows: 1. Within one hundred and fifty (150) days after the date hereof Purchaser is granted by Tenant the right to conduct engineering surveys, environmental surveys, feasibility studies of the Property, and any and all other surveys or studies deemed necessary to Purchaser, and in this connection Purchaser or Purchaser's designated agents may enter upon the premises for purposes of soil analysis, core drilling, or other tests which may be deemed necessary to Purchaser or Purchaser's engineer. 2. Purchaser shall take reasonable precautions to prevent damage to the corn crop currently growing on the Property, but in the event that such damage is caused to said crop, Purchaser agrees to pay to Tenant the reasonable value of any of the crop so damaged by the aforesaid surveys and studies. 3. Tenant acknowledges that his crop land lease terminates upon the final harvest of the corn crop which is expected to occur no later than the end of August, 1998. After such harvest, Tenant will have no further rights with respect to the Property. 10 SELLER: Arnold Telander 3801 Palm Valley Blvd. Round Rock, Texas, 78664 Date, PURCHASER: arias Cul.e:. City o Round Rock, Texas by 221 E. Main St. Round Rock, Texas Date: _30_ TENANT Ro and Wieland Date: 4.1 J 3 11 er, Mayor 1 LtJ Property Adjacent to Old Settlers Park f. 030 849rect 869 John Israelson, described in deed recorded in Vol. 169, Page. 540, Deed Records of Williamson County, as follows: Bounded on the north by a tract of land owned by said John Israelson and on the east by the Georgetown and Manor public road, and on the South by the right of way of the I & 990 060., and on the West by Lot No. 13 of the subdivision of the S. M. Swenson part Of the P. A. Holder League, and containing one acre, more or less. Tract Three: Part of the P.A. Holder vey, o Abstract No. 297. 29 3/4 a conveyed by sur H. W. Miller to John Israelson by deetl e orded Vol. 16, Page 18, Deed Records of said County and de- scribed therein s follows: Being the North o half of lot No. 12 in the subdivision of the S. Me Swenson part of the Prior A. Holder league in Williamson County, a per plat of survey recorded in Book 13, on Page 119, of Williamson County land records, BEGINNING at a point on the West line of said lot and 555 vrs from the 5 W corner, THENCE North following the W line of said lot 425 vrs to Chandler's Branch; THENCE following the Branch North East to the East line of the said Holder League; THENCE South along the E line Of the Holder league 695 1/2 yrs, THENCE West across lot No. 12, 300 1/2 ors to place of beginning, containing 29 3/4 acres, more or less. LESS: the amount of land taken for the State High- way off of the South part of Tracts No. Two and No. Three above. Tract Four: Being out o Holder Survey, Abstrac known as Block No. 13 14 of 46 1/6 ac res ac said Prior A. Swenson, of record Records of Williamson n being described by mete f and a part of the Prior A. t No. 297, and also being of.53 '4/5 acres and Block No. cording to a subdivision of Survey as made by S. M. Book 13, Page 119, Deed County, Texas, said land s and bounds as follows: BEGINNING at the 5. E. corner of said Block No. 13, which is also the S. W. corner of Block No. 12 and S. E. corner hereof; THENCE W. with the South line of said Block No. 13, 345 varas to its 5. W. corner and the 5. E. corner of Block No. 14, and continuing on West with the South line of said Block No. 14, 304 v all ar 650 v s to the S. W. of Block 10, 14 and 5. E. rner of Block No. corner and the 5. W. corner hereof; THENCE North with the E. line of Block No. 15 and W. line of Block No. 14, 870 varas to the channel of Chandler Branch and N. of said Block No, 14, and the N. W. corner hereof; Page 7 of 2 M. 16015441 DOC'IL7SDESC. doc . EXHIBIT 8 ,, DESCRIPTION FOR 88.411 ACRE TRACT OF LAND, SITUATED IN THE P. A. HOLDER SURVEY, ABSTRACT NUMBER 297 IN WILLIAMSON COUNTY, TEXAS BEING ALL OF TRACTS TWO, THREE AND FOUR CONVEYED TO ARNOLD TELANDER (TELANDER TRACTS) BY INSTRUMENT RECORDED IN VOLUME 2129, PAGE 744 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS (O.R.W.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at capped 14" iron rod set in the northerly right -of -way line of U.S Highway Number 79 (Highway 79) conveyed to the State of Texas by instrument recorded in Volume 304, Page 190 and Volume 302, Page 587 of the Deed Records of Williamson County, Texas (W.C.D.R.), being the southeast corner of a called 9.691 acre tract conveyed to the City of Round Rock, Texas described as Tract III, of Exhibit "B" recorded in Volume 1760, Page 451 O.R.W.C.T. same being the southwest corner of said Telander tracts for the southwest corner hereof, an from said point a 5/8" iron rod found at the southerly most southwest corner of a called 101.110 acre tract conveyed to The Old Settlers Association of Williamson County, Texas described as Tract 1, Exhibit "C" recorded in Volume 1760, Page 451 O.R.W.C.T. bears S 63 ° 37'48" W, a distance of 1098.43 feet with the northerly right -of -way line of said Highway 79; Thence, leaving the northerly right -of -way line of said Highway 79 with the east boundary line of said 9.691 acre tract being the westerly boundary line of said Telander tracts for the westerly boundary line hereof the following four (4) courses: 1. N 01 ° 31'47" W, a distance of 793.92 feet to a %" iron rod found for a angle point, 2. N 88 ° 43'56" E, a distance of 16.49 feet to a 14" iron rod found for an angle point, 3. N 02 ° 09'05" W, a distance of 965.75 feet to a capped 14" iron rod set in the base of a 44" Live Oak Tree for an angle point, 4. N 05 ° 55'46" E, at a distance of 115.35 feet, pass a capped M" iron rod set for reference and continuing for a total distance of 215.35 feet to a point in the center of Chandler Creek being the southerly boundary line of a called 71.11 acre tract conveyed to The City of Round Rock, Texas by instrument recorded in Volume 1760, Page 475 O.R.W.C.T. same being the northeast corner of said 9.691 acre tract and the northwest corner of said Telander tracts for the northwest corner hereof; Thence, with the centerline of said Chandler Creek being the southerly boundary line of said 71.11 acre tract and a called 316.85 acre tract conveyed to the City of Round Rock, Texas by instrument recorded in Volume 1760, Page 451 O.R.W.C.T. described as Tract I, Exhibit "B" same being the northerly boundary line of said Telander tract for the northerly boundary line hereof the following fifteen (15) courses: 1. N 87 ° 34'46" E, a distance of 241.90 feet to a point, 2. 6 61 E, a distance of 439.40 feet to a point, 3. S 88 °39'15" E, a distance of 137.38 feet to a point, 4. S 55 °29'52" E, a distance of 249.37 feet to a point, 5. N 76 ° 41'17" E, a distance of 285.33 feet to a point, 6. N 67 ° 51'17" E, a distance of 274.40 feet to a point, 7. N 34 ° 0617" E, a distance of 180.91 feet to a point, 8. N 08 ° 57'17" E, a distance of 215.99 feet to a point, 9. N 41 E, a distance of 500.14 feet to a point, 10. N 18 ° 53'17" E, a distance of 249.19 feet to a point, 11. N 25 ° 07'43" W, a distance of 100.00 feet to a point, 12. N 50 ° 52'11" E, a distance of 206.39 feet to a point, 13. N 78 ° 41'34" E, a distance of 179.65 feet to a point, 14. N 56 ° 20'34" E, a distance of 75.88 feet to a point, 15. N 87 °19'34" E, a distance of 72.80 feet to a point in the west boundary line of the Joseph Marshall Survey, Abstract Number 409 same being the most southwesterly boundary line of a called 151.00 acre tract conveyed to William H. Bright by instrument recorded in Volume 387, Page 550 W.C.D. R. at the southeasterly corner of said 316.85 acre tract being the northeast corner of said Telander tracts for the northeast corner hereof; Thence, leaving said Chandler Creek and with the west boundary line of said Marshall Survey same being the west boundary line of said Bright tract and being the east boundary line of said Telander tracts S 03 °28'27" E, at a distance of 100.00 feet, pass a capped W iron rod set for reference and continuing for a total distance of 1801.43 feet to a %" iron rod found in the northerly right -of -way line of said Highway 79 being the southwest corner of said Bright tract same being the southeast corner of said Telander tracts and for the southeast corner hereof; Thence, with the northerly right -of -way line of said Highway 79 same being the southerly boundary line of said Telander tracts for the southerly boundary line hereof S 63 °37'48" W, a distance of 2870.01 feet to the POINT OF BEGINNING, containing 88.411 acres of land. The bearing basis for the above described tract is based on the Texas State Plane Coordinate System, Central Zone, NAD -83. Surveyed der the dire pervisio❑ of e undersigned: Page 2 of 2 [ 16075461 DOCI LTSDEsC.. dnc M. Stephen 'iruesdale yG Registered Professional Land Surveyor Number 4933 Baker- Aicklen & Assoc., Inc. 203 E. Main Street, Suite 201 Round Rock, Texas 78664 mate DATE: December 7, 1998 SUBJECT: City Council Meeting — December 10, 1998 , ITEM: 13.C.2. Consider a resolution partially assigning the contract to purchase the Telander Tract Staff Resource Person: Steve Sheets, City Attorney.