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Contract - Billy and Sharon Arimes - 7/10/2014REAL ESTATE CONTRACT 1. PARTIES. The parties to this Contract are: a. Seller: Billy Arimes and wife, Sharon Arimes 1612 Red Bud Lane Round Rock, TX 78664 b. Purchaser: City of Round Rock 221 E. Main St. Round Rock, TX 78664 2. PROPERTY. Seller agrees to sell and convey, and Purchaser agrees to purchase and pay for certain real property in Round Rock, Williamson County, Texas, described as follows: Lot 12/PT HIGHLAND TERRACE, Round Rock, Williamson County, Texas. (Approximately 2.3 01 acres) Together with all of Seller's rights and appurtenances to the real property, including, without limitation, any right, title, and interest of Seller in and to any and all water and sewer rights, including storm sewer, sanitary and water capacity allocated or reserved by any MUD, PUD, or municipality, all easements, and adjacent waterways, streets, roads, alleys, or rights-of-way (the "Property"). 3. PURCHASE PRICE. Purchaser agrees to pay as the purchase price for the Property the sum of $487,000.00 in cash at Closing. 4. ESCROW DEPOSIT. Upon execution of this Contract, by both Seller and Purchaser, Purchaser agrees to deliver a cash Escrow Deposit in the amount of $4,500.00, to be held in escrow by the Title Company as Escrow Agent pursuant to the terms of this Contract. Failure by Purchaser to timely deposit the Escrow Deposit with the Title Company shall result in the automatic termination of this Contract, and neither party hereto shall have any further obligation thereunder. If requested by Purchaser, the Escrow Agent is authorized to place the Escrow Deposit in an interest bearing account at a financial institution whose accounts are insured by an agency of the federal government, and the interest earned on such funds shall be recognized by Purchaser for Real estate contract- Arimes - Final R-2014-1583 federal income tax purposes, but shall be paid to the party entitled to receive the Escrow Deposit under the terms of this Contract. 5. INDEPENDENT CONTRACT CONSIDERATION. On or before the Effective Date, Purchaser shall deliver to Seller in cash the sum of $500.00 (the "Independent Contract Consideration"), which amount has been bargained for and agreed to as consideration for Purchaser's exclusive option to purchase the Property and the right of investigation and inspection granted herein, and for Seller's execution and delivery of this Contract. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Contract, and is nonrefundable in all events. 6. TITLE COMMITMENT AND SURVEY. a. Title Commitment. Within fifteen (15) days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser, a Purchaser's cost, a Commitment for Title Insurance ("Title Commitment") from Georgetown Title Company at 1717 N. Mays St., Round Rock, TX 78664. The Title Commitment shall set forth the status of the title of the Property and show all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other matters affecting the Property. The Title Company shall furnish a copy of all documents referred to in the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements. b. S_ urvey. Within thirty (30) days after the Effective Date, Purchaser shall cause to be prepared, at Purchaser's expense, a current Category 1A, Condition H survey or surveys of the Property acceptable to the title company for the purposes of issuing the Title Commitment ("Survey") prepared by a registered or licensed public surveyor. The Survey (s) shall include: (i) the perimeter boundaries and dimensions of the Property; (ii) the location of all improvements, any easements, set -back lines, encroachments, overlaps, roadways or waterway; and (iii) the location of any flood plain which exists on the Property or any portion thereof. c. Review of Title Commitment and Survey. Purchaser shall have fifteen (15) days after receipt of the Title Commitment and Survey, in which to examine those documents and to specify to Seller those items reflected thereon which Purchaser will accept as permitted exceptions to title ("Permitted Exceptions"), and those items which Purchaser finds objectionable ("Title Objections"), Seller, at its discretion, may correct or remove all Title Objections, give Purchaser written notice thereof, and deliver an -2- amended Title Commitment and Survey reflecting the correction or deletion of such matter. If Purchaser does not deliver to Seller fifteen (15) days after receipt of the title commitment and supporting documents and updated survey, a written notice specifying those items which are Permitted Exceptions and Title Objections within the above -stated time period, then all of the items reflected on the Title Commitment shall be considered to be Permitted Exceptions. d. Uncorrected Title Objections. If Seller fails to cause all of the Title Objections to be corrected within fifteen (15) days after receipt of Purchaser's notice to Seller of the Title Objections, Seller shall give written notice to Purchaser that Seller cannot or will not correct or remove all of the Title Objections, and Purchaser shall have the following rights only: (1) Purchaser may terminate this Contract by giving Seller written notice thereof within fifteen (15) days after receipt of written notice from Seller, in which event the Escrow Deposit shall be returned to Purchaser, and both parties shall be released from all further obligations under this Contract; or (2) Purchaser may elect to purchase the Property subject to the Title Objections not so corrected or removed, in which event the uncorrected and unremoved Title Objections shall be deemed waived by Purchaser and shall thereafter be Permitted Exceptions under this Contract. 7. FEASIBILITY PERIOD. Purchaser shall have until sixty (60) days after the Effective Date (the "Feasibility Period"), for the right of investigation and inspection of the Property to determine whether or not Purchaser desires to proceed with the purchase of the Property. a. Access and Indemnity. Purchaser and Purchaser's agents shall have the right of access to the Property during the Feasibility Period for the purpose of conducting such investigation and inspection. Purchaser agrees to provide Seller with copies of all written tests, studies, investigations, and other reports conducted by Purchaser, Purchaser's engineers, and other representatives of Buyer pertaining to the Property. Purchaser shall not cause or permit damage or injury to be done to the Property, and Purchaser shall repair any damage or injury to the Property resulting from Purchaser's investigation and inspection of the Property. Purchaser shall indemnify and hold harmless Seller on account of any claims, causes of action, damages, costs and expenses (including attorney's fees) arising out of or relating to the acts of Purchaser, its agents and -3 - employees under the provisions of this section. This indemnity shall survive the termination of this Contract. b. Termination of Contract. If during or upon expiration of the Feasibility Period Purchaser determines not to go forward and close this transaction, then Purchaser shall, no later than the date of expiration of the Feasibility Period, give Seller written notification of such. However, if Purchaser does not timely provide written notice to Seller of Purchaser's acceptance or non-acceptance of the Property by the expiration of the Feasibility Period by such date then it shall be conclusively deemed that the Property is suitable for Purchaser's intended use. If Purchaser gives timely written notice of its non-acceptance of the Property, the Earnest Money shall be refunded to the Purchaser, and. both parties shall be released from all further obligations under this Contract. If for any reason Purchaser fails to close this transaction, Purchaser shall deliver to Seller all written soil, utility, environmental and feasibility reports prepared by or for Purchaser related to the Property which are in possession or in control of Purchaser. It is agreed by the parties that in the event that this Contract is terminated after the expiration of the Feasibility Period, for any reason other than a default by Seller, the Earnest Money (which will include the Additional Earnest Money, if any) shall be retained by Seller as liquidated damages. 8. CONDEMNATION. In the event of a taking by condemnation or similar proceedings or actions of only a portion of the Property, Purchaser shall have the option to terminate this Contract upon written notice to Seller prior to Closing, in which event the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder except with respect to any waivers and releases, warranties, representations, obligations or indemnities which specifically survive termination of this Contract. If Purchaser does not exercise its option to so terminate this Contract, then the Contract shall remain in full force and effect and Seller shall assign or pay to Purchaser at Closing Seller's interest in and to any and all condemnation awards or proceeds from any such proceedings or actions in lieu thereof. 9. PRE-CLOSING REPRESENTATIONS OF SELLER. Seller has not made any representations or warranties of any kind to Purchaser not expressly contained in this Contract. Where the terms "to the best of Seller's knowledge" or words of similar import are used herein, it shall mean Seller's actual, current knowledge and not any constructive or imputed knowledge. Moreover, no inference or implication shall be drawn that Seller has made any independent investigation with respect to the subject of the representation -4- or warranty based on knowledge, and purchaser agrees that Seller has no such duty. Subject to the foregoing, Seller represents, covenants and warrants as follows: a. The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Seller. b. The Property is free and clear of all mechanic's liens, liens, mortgages, or encumbrances of any nature except those which are to be satisfied on or before Closing. c. Seller has not entered into an earnest money contract with any other potential Purchasers. d. There is no suit, action, legal or other proceeding pending, or to the best of Seller's knowledge, threatened, which affect the Property. e. Seller has no knowledge of any pending or threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Property; Seller has received no notice from any municipal, state, federal or other governmental authority of zoning, building, fire, water, use, health, environmental or other statute, ordinance, code or regulatory violations issued in respect of the Property which have not been heretofore corrected. f. Seller has never, nor, to Seller's best knowledge, has any previous owner of the Property or any other party ever generated, stored or disposed of any Hazardous Substances on the Property or transported from the Property to any other location. Seller shall upon the effective date hereof, deliver to Purchaser all written soil, utility, environmental and feasibility reports previously prepared relating to the Property, which are in the possession or under the control of Seller. "Hazardous Substances" means any substance which is (i) designated, defined, classified, or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant, or contaminant under the Resource Conservation and Recovery Act and/or the Comprehensive Environmental Response Compensation and Liability Act, (ii) petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PDB's, (iv) lead, (v) friable asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. g. Seller has not retained any person or firm to file a notice of protest against, or to commence any action to review, any real property tax assessment against the Property -5- or any portion thereof and, to Seller's best knowledge, no such action has been taken by or on behalf of any other party. h. Seller has not received any notice of any condemnation or similar proceedings having been instituted or threatened against the Property or any part thereof nor, to Seller's best knowledge, is any such proceeding threatened or contemplated of which Seller has not received formal notice. L There are no outstanding written or oral leases or agreements relating to the use or possession of the Property. j. Seller will not, without the prior written consent of Purchaser, permit any structural modifications or additions to the Property. k. Seller will promptly pay and discharge all ownership, leasing, operating, management and maintenance fees, costs and expenses incurred with respect to periods prior to the Closing, specifically including, without limitation, costs and expenses relating to materials supplied and labor performed. 1. At Closing, Seller will have good and indefeasible title to the Property, subject only to the Permitted Exceptions and matters of record in the real property records of the county where the Property is located. m. There are no parties in possession of any portion of the Property except for the Seller. To the best of Seller's knowledge, ere are no adverse parties in possession of any portion of the Property whatsoever. n. All assessments, payback agreements or other charges for utilities, roads, or the widening of such roads, or any other fees imposed by any governmental or quasi - governmental authority with respect to the Property which are due and payable have been paid in full and Seller has knowledge of any future assessments or fees that may become due and payable. 10. PRE-CLOSING REPRESENTATIONS OF PURCHASER. a. Purchaser's Authority. The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Purchaser. �� b. Stens. Prior to Closing, no sign shall be erected on the Property without Seller's prior written consent. 11. CLOSING. a. Date and Place. The Closing of the sale of the Property by Seller to Purchaser shall occur on or before thirty (30) days after the expiration of the Feasibility Period. The Closing shall occur in the offices of the Title Company. Purchaser shall have the right to extend the Closing Date for up to thirty (30) days if funding from the sale of bonds has not been received by the scheduled Closing Date. b. Seller's Obligations at Closing. At the Closing, Seller, at Seller's sole cost and expense, shall deliver, or cause to be delivered, to Purchaser the Following: (1) Special Warranty Deed. Seller shall execute and deliver to the Title Company for recording a Special Warranty Deed conveying the Property to Purchaser, subject to the Permitted Exceptions and all approved easements and restrictions of record which affect the Property. (2) Owner's Title Policy. Seller shall cause the Title Company to issue and deliver to Purchaser an owner's policy of title insurance ("Owner's Title Policy") in the amount of the Purchase Price insuring that Purchaser is owner of the Property, subject only to the Permitted Exceptions to be attached to the Deed as an Exhibit, and the standard printed exceptions included in the then current Owner Title Policy form promulgated by the State Board of Insurance. The standard exception for standby fees and taxes shall be limited to the year in which the Closing occurs. (3) Certificate of Non -Foreign Status. Seller shall deliver to Purchaser an affidavit on behalf of Seller certifying the non -foreign status of Seller. (4) Closing Statement. Seller shall execute and deliver to Purchaser and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. (5) Other Instruments. Seller shall execute and deliver such other documents as are customarily executed in Texas in connection with the conveyance of real property, -7- including all required releases, certificates, affidavits, and any other instruments required by the Title Company. (6) Possession. Seller shall deliver possession of the Property to Purchaser on the Closing Date. Notwithstanding the foregoing, Seller shall have the right to continue to occupy and use the buildings on the Property for up to sixty (60) following the Closing date. If Seller wishes to exercise its right to continue to occupy the use of the buildings after Closing, it shall execute a Lease in the form attached hereto as Exhibit "B" hereto. (7) If applicable, Seller shall assign any ancillary Property Rights to the Property which Sellers owns and which the Title Company deems customary to transfer. c. Purchaser's Obligations at Closing. (1) Payment of Purchase Price. At the Closing, Purchaser shall pay the cash portion of the Purchase Price, subject to any adjustments for prorations and other credits provided for in this Contract. (2) Acceptance of Documents. Purchaser shall accept all documents executed and delivered by Seller and the conveyances, transfers and assignments evidenced thereby, and shall execute and deliver all such documents that require Purchaser's execution. (3) Certificate of Authority. Purchaser shall deliver to Seller a certificate of authority on behalf of Purchaser authorizing the transaction described in this Contract and the execution of the documents by the appropriate person, in form and substance reasonably required by Seller. (4) Closing Statement. Purchaser shall execute and deliver to Seller and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. d. Tax Proration. Real estate, ad valorem, and other state, county and municipal taxes, charges and assessments (special or otherwise), on the basis of the calendar year for which the same are levied, imposed or assessed, and regardless of when the same become a lien or are payable, shall be adjusted between Seller and Purchaser and shall be prorated on a per diem basis as of midnight of the day preceding the date of Closing. If -8- the rate of any such taxes, rents, charges or assessments shall not be fixed prior to the Closing, the adjustment thereof at the Closing shall be upon the basis of the rate for the preceding calendar year applied to the latest assessed valuation (or other basis of valuation) between Seller and Purchaser, if necessary, when the actual tax figures are available. e. Closing_ Costs. Seller and Purchaser each agree to pay the following costs at the Closing: (1) Paid By Seller. Seller agrees to pay the cost of preparing the Special Warranty Deed and other conveyance documents; the cost of preparing and recording any releases and other documents necessary to convey the Property in accordance with this Contract; one-half (1/2) of any escrow or closing fee charged by the Title Company; and any other similar closing costs customarily paid by a seller of real property. (2) Paid By Purchaser. Purchaser agrees to pay the premium for the Owner's Title Policy and any endorsements; the cost of the survey, recording fees, copies of restrictions and easements, expenses stipulated to be paid by Buyer under other provisions of the Contract, and one-half (1/2) of any escrow or closing fee charged by the Title Company and any other similar closing costs customarily paid by a purchaser of real property. 12. DEFAULTS AND REMEDIES. a. Purchaser's Default and Seller's Remedies. If Purchaser is in default under this Contract, Seller may, at Seller's sole option and as Seller's sole remedy, terminate this Contract by written notice to Purchaser and receive the Escrow Deposit and Additional Escrow Deposit (which shall be delivered to Seller by the Title Company on receipt of written notice from Seller that Purchaser has defaulted under this Contract), it being agreed between Purchaser and Seller that such amount shall be liquidated damages for a default of Purchaser under this Contract because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such uncertainty of ascertaining actual damages for such default. This limitation of remedies provision shall not apply to or affect Purchaser's indemnities of Seller in this Contract. b. Seller's Defaults and Purchaser's Remedies. If Seller is in default under this Contract, Purchaser may, at Purchaser's sole option and as Purchaser's sole remedy, do either of the following: (1) terminate this Contract by written notice delivered to Seller on or before the date of Closing and receive the Escrow Deposit, which shall be delivered to Purchaser by the Title Company on receipt of written notice from Purchaser that Seller has defaulted under this Contract, or (2) enforce specific performance of this Contract against Seller, provided, however, that Purchaser's right to enforce specific performance against Seller shall be subject to Purchaser's tendering performance, including but not limited to the payment of the Cash Purchase Price. c. Attorney's Fees. If either party to this Contract defaults in the performance required hereunder, and the non -defaulting party employs an attorney to enforce the terms hereof, such non -defaulting party shall be entitled to reasonable attorney's fees from the defaulting party. 13. BROKERS AND COMVIISSIONS. a. Brokers. Seller represents that it has not dealt with any real estate agent, salesperson, broker or finder in connection with this Contract or the purchase of the Property, except for Robert J. Fischer, Keller Williams Realty ("Seller's Broker"). Purchaser represents that it has not dealt with any real estate agent, salesperson, broker or finder in connection with this Contract or the purchase of the Property, except for Mike Freeman, Mike Freeman Properties ("Purchaser's Broker"). If and only if the Closing occurs in accordance with the terms of this Contract, Seller shall pay a 6% commission, to be divided 3% to Seller's Broker and 3% to Purchaser's Broker, at Closing. If any commission is due herein, the commission shall be paid directly to the licensed Real Estate Broker and not to the salesperson (if Seller's Broker or Purchaser's Broker is a licensed salesperson). If the Closing does not occur, then no commission payment is earned or due. Neither Broker is a party to this Contract and neither Broker's consent or signature is required to amend or terminate this Contract. Purchaser and Seller agree to indemnify, defend and hold harmless the other party from and against any and all brokerage and finder's fee claims, losses, damages, costs or expenses arising out of or resulting from any agreement, arrangement or understanding made or alleged to have been made by the indemnifying party. The representations and indemnifications in this paragraph survive each Closing and the termination of this Contract. b. Notice. As required by the Texas Real Estate License Act, any broker has advise Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or obtain a policy of title insurance. By signing this Contract, Purchaser acknowledges receipt of this notice. -10- 14. MISCELLANEOUS. a. Assignment of Contract. This Contract may not be assigned by Purchaser without the prior written consent of Seller. b. Survival of Covenants. 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 shall survive the Closing and shall not be merged therein. c. Notice. Any notice required or permitted to be delivered under this Contract shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or other overnight delivery service, telecopy, or hand delivery, or (ii) three (3) business days after being 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 stated in Section 1. Copies of all notices shall also be sent concurrently to Seller's or Purchaser's attorney, as appropriate, at the following addresses: Seller's Attorney: Benjamin Williams 12710 Research Blvd, Ste 115 Austin, Texas 78759 Telephone Number: (512) 872-6088 Email: bwilliams@lawbkw.com Purchaser's Attorney: Steve Sheets 309 E. Main St. Round Rock, TX 78664 Telephone Number: (512) 255-8877 steve(a@scrrlaw.com v A party may change its address or the address of its attorney for notice upon written notice to the other party pursuant to the terms hereof. d. Texas Law to Apply. This contract shall be construed under and in accordance with the laws of the state of texas, and all obligations of the parties created by this contract are performable in Williamson County, Texas, which is the county of jurisdiction and venue for all disputes arising hereunder. - 11 - e. Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties to this Contract and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the limitations in paragraph 16a. f. Legal Construction. 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, such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. g. Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties to the Contract and supersedes any prior understanding or written or oral agreements between the parties concerning the purchase of the Property. h. Gender. 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. L Effective Date. .The Effective Date of this Contract shall be the date the Contract is escrowed with the title company together with the Earnest Money. j. Time of Essence, Calendar Days and Deadlines. As used herein, "days" shall mean and refer to calendar days but if a deadline falls or notice is required on a Saturday, Sunday or legal banking holiday, the deadline or notice shall be extended to the next calendar day which is neither a Saturday, Sunday nor a legal banking holiday. Time is of the essence for performance of all conditions and obligations under this Contract. k. Multiple Counterparts. Counterparts of this Contract may be executed in one or more counterparts, and all so executed shall constitute one (1) agreement, binding upon the parties hereto, and notwithstanding that all of the parties are not signatories to the same counterparts. 16. EXECUTION OF CONTRACT. Purchaser has prepared this Contract, or caused its attorneys to prepare this Contract, and has delivered this Contract to Seller without Purchaser's execution hereof. Seller acknowledges and agrees that this Contract shall not be binding upon Purchaser unless and until this Contract has been executed by a duly- -12- I authorized officer of Seller. Purchaser must sign and receipt this Contract no later than July 14, 2014 at S:OOpm or it shall be void. 17. ATTORNEY REVIEW. Within three (3) days of the Effective Date, Purchaser shall deliver to Seller in cash the sum of $500.00 (the "Attorney Review Compensation"), which amount has been bargained for and agreed to as additional consideration for Seller's execution and delivery of this Contract. The "Attorney Review Compensation" is in addition to and independent of all other consideration provided in this Contract, and is nonrefundable in all events. Executed by Seller on June . 2014. SELLER: Billy Arimees% Sharon Arimes Executed by Purchaser on July 2014. PURCHASER: CITY OF ROUND ROCK, TEXAS BY: / r l Alan McGraw, Mayor -13- rif"[f] J..df;1 oft. bf1f; rl!.i­ . J bir_)v vj l{f;fia ji v; tfv;0():P_- Ji., 4- i ()17, .1;. 1. , �T -W11j to ?v"jb -j5wtij niflit"41 ,,Fwrv)-.Tlk, vis, 00.00;P..,to ;fflj?, f;;fl-) Ili ol wlih-h lh;fllr, V.A ;?I; w b:),jvAi boB, -io! rr'-J,D'd ;>,j-,Jf Jiluoffl,,,; fl -0,41,111 01, A" wIT k)frot-lo,�) %ow1l:4) bat... plc- " V, -�z - . - �51rmf, rv) d .] :A3-1-13 -diji- rik) ill b, Jw- 13 (V-, A:11' ..T"OM Clivil 1112 lk") YTO --fwf I ACKNOWLEDGEMENT BY TITLE COMPANY Title Company executes this Contract solely for the purpose of: (i) acknowledging that receipt of the Contract and the Deposit and (ii) setting forth the Effective Date. TITLE COMPANY Georgetown Title Company Effective Date July , 2014 By: Print Name: Title: -14- EXHIBIT B LEASE AGREEMENT This Lease Agreement (the "Lease") is made and entered into by and between Lessor CITY OF ROUND ROCK, TEXAS, a municipal corporation, (hereinafter referred to as "City") and Lessee BILLY AND SHARON ARIMES (hereinafter referred to as "Lessee"). Date: , 2014 Lessor: CITY OF ROUND ROCK, TEXAS, a municipal corporation Lessor's Address: 221 East Main Street Round Rock, Texas 78664 Lessee: Billy and Sharon Arimes Lessee's Address: 1612 Red Bud Lane Round Rock, Texas 78664 Leased Premises: The property and residence located thereon at 1612 Red Bud Lane, Round Rock, Texas. Lease Commencement Date: , 2014. Lease Expiration Date: Sixty (60) days from date hereof, with an additional 10 (ten) day extension if requested by the Lessee. Lease Rent: Monthly Lease Rent $1.00 for the term of this Lease, including extensions, if any. The rent for any hold -over period shall be $25.00 per day for the first seven (7) days and $100.00 per day thereafter. Permitted Uses: The Leased Premises shall be used solely as a single family residence. lease- (00305758xA08F8) - final ARTICLE I CONSIDERATION AND LEASE Consideration. The parties hereto expressly stipulate that this Lease is entered into in consideration of the sums of money recited herein, the use of the Leased Premises as recited herein, the value to City of ensuring occupancy and use of its property, and other good and valuable consideration given, the receipt and sufficiency all of which is hereby acknowledged. Leasing of Leased Premises. Subject to and upon the terms and conditions herein set forth, and in consideration of the duties, covenants and obligations of the other hereunder, City hereby leases to Lessee and Lessee hereby leases from City, the Leased Premises. ARTICLE II LESSEE REPRESENTATIONS Performance Representations by Lessee. Lessee hereby covenants and agrees to do the following: 1. Lease the Leased Premises for the Lease Term, on the terms and conditions enumerated herein, beginning on the Lease Commencement Date and ending on the Lease Expiration Date. 2. Accept the Leased Premises in their present condition, the Leased Premises being suitable "as is" for Lessee's intended use. 3. Arrange and be responsible for obtaining and paying for its own water, wastewater, gas, electric, cable TV, telephone and internet service; and obtaining any necessary hardware for the operation and maintenance of these services. 4. Pay the Lease Rent per month to City at its offices in Round Rock, Texas, or elsewhere within the United States as City may from time to time designate in writing, payable in advance in equal monthly installments on the fifth day of each. full calendar month, in legal tender for the payment of public and private debts, without set-off or deduction, the sum of One Dollar and No/100 ($1.00). All payments of Lease Rent and other amounts becoming due and payable from Lessee to City under and in connection with this Lease may be made by delivering to City, at the then -applicable address provided for herein, Lessee's check in the amount of such payment, on or before the due date thereof under the terms of this Lease. 5. Pay a late charge of $5.00 if a monthly payment has not been paid by Lessee by the tenth (10th) day of the month in which it is due. 2 6. Pay for all utility services used by Lessee. 7. Maintain the Leased Premises clean and free of trash and debris. 8. Obey all laws, rules, regulations, and terms of this Lease and of the use, condition, and occupancy of the Leased Premises, including the rules and regulations of the building, if any, adopted by City from time to time. 9. Vacate the Leased Premises upon termination of this Lease, and surrender all keys to the Leased Premises. 10. Allow City to enter the Leased Premises to perform City's obligations, or to reasonably inspect the Leased Premises, or at reasonable times to show the Leased Premises to prospective purchasers or tenants. 11. Submit written notifications and/or requests to City relative to any events of consequence involving the Leased Premises. 12. Maintain general liability insurance for the Leased Premises, with City named as additional insured, in an amount acceptable to City. 13. Maintain appropriate insurance on Lessee's personal property located within the Leased Premises. 14. Upon written request, deliver certificates of insurance to City. 15. Indemnify, defend, and hold City harmless from any loss or claim arising out of Lessee's use of the Leased Premises or resulting from Lessee's failure to comply with applicable provisions of the Lease. 16. Upon request of City, execute an estoppel certificate stating the commencement and expiration dates of the Lease, identifying any amendments to the Lease, describing any rights to extend the Lease term, listing defaults, and providing any other related information reasonably requested. Prohibition Representations by Lessee. Lessee hereby covenants and agrees not to do the following: 1. Use the Leased Premises for purposes other than the Permitted Lease Use. 2. Create a nuisance. 3. Interfere with City's ownership or management of the building. 3 4. Permit any waste. 5. Use the Leased Premises in a way that is extra hazardous, that would increase insurance premiums, or that would void insurance on the building. 6. Change City's lock system, except as permitted in writing. 7. Alter the Leased Premises, except as provided herein or place any exterior sign on the Leased Premises, without City's consent, which consent shall not be unreasonably withheld. 8. Allow a lien to be placed on the Leased Premises. 9. Assign this Lease or sublet any portion of the Leased Premises without City's prior written consent. ARTICLE III CITY REPRESENTATIONS Performance Representations by Lessor City. City hereby covenants and agrees to do the following: 1. Lease the Leased Premises to Lessee for the Lease Initial Term, on the terms and conditions enumerated herein, beginning on the Lease Commencement Date (Initial Term) and ending on the Lease Expiration Date (Initial Term). 2. Obey all laws, rules, regulations, and terms of the Lease and of the use, condition, and occupancy of the Leased Premises. ARTICLE IV DEFAULT Default by Lessee 1. Default by Lessee shall be defined as (a) failing to timely pay the Lease Rent, or (b) failing to comply with any substantive provision of this Lease. 2. City's remedies for Lessee's default are to (a) enter and take possession of the Leased Premises; or (c) terminate this Lease by proper written notice and sue for damages. 4 Default by City 1. Default by City shall be defined as (a) City failing to comply with applicable provisions of the Lease which constitute default; or (b) City failing to begin a reasonable attempt to comply with any substantive provision of this Lease within ten (10) days of receiving proper written notice. 2. Lessee's remedies for City's default include termination of this Lease. It is not a waiver of default if the non -defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Lease does not preclude pursuit of other remedies in this Lease or as provided by law. ARTICLE V USE OF LEASED PREMISES Use. Lessee shall use the Leased Premises only for residential purposes and such reasonable rules and regulations as are imposed from time to time by City with respect to the Leased Premises. Any use of the Leased Premises which will affect the appearance of the building, exceed structural loads of floors or walls, affect the mechanical, plumbing or electrical systems of the building, must have City's prior written approval. ARTICLE VI LESSEE OBLIGATIONS Lessee's Obligations. Lessee covenants and agrees that it will not injure the building or the Leased Premises but will take the same care thereof which a reasonably prudent person would take of his/her own property, and upon termination of this Lease, Lessee will surrender and deliver up the Leased Premises to City in as nearly identical condition the Leased Premises were in on the commencement date of this Lease; subject, however, and except for ordinary wear and tear and damage arising from fire or other casualty. Lessee agrees, at its cost and expense, to repair or replace any part of the Leased Premises damaged as a proximate result of negligent or wrongful acts or omissions of Lessee or its agents, employees, representatives, invitees, licensees or visitors and to repair damage to the building proximately caused by the negligence or wrongdoing of Lessee or its agents, employees or representatives acting within the scope of their agency, employment or representation; provided, however, that if Lessee should fail or refuse to make such repairs or replacements with reasonable promptness after written notice from City (having due regard to the nature of the required repairs or replacements and the effect of delay in making same on the appearance of the building or danger of injury to or interferences with others), then City may, at its option but without any obligation to do so, enter the Leased Premises and make such repairs or replacements on the Leased Premises, should they be required, and Lessee shall repay the actual costs thereof upon demand. ARTICLE VII ALTERATIONS BY LESSEE Alterations by Lessee. Lessee shall not make any alterations to or additions to the building or Leased Premises without City's prior written consent to and approval thereof. Alterations Required by Accessibility Laws. Lessee is responsible for making any alterations, additions, or improvements to the Leased. Premises that are mandated by accessibility legal requirements, but only to the extent that Lessee requires such improvements for its own use. The allocation of responsibility to Lessee for compliance with accessibility legal requirements with respect to the Leased Premises is a material inducement for the parties to enter this Lease. City's Rights upon Termination of Lease. All of Lessee's improvements, fixtures and equipment of every description (unless such improvements, fixtures and equipment are removable without damage to the Leased Premises), any alterations or additions to the Leased Premises including those made with written consent, and any other article incorporated in or permanently affixed to the floor, wall or ceiling of the Leased Premises, shall become the property of City and shall be and remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Lease, Lessee hereby waiving all rights to any payment or compensation therefor. ARTICLE VIII COMPLIANCE WITH LAWS Lessee's Compliance with Laws. Lessee will at its own cost and expense comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other agencies or bodies having jurisdiction thereof) relating to the use, condition or occupancy of the Leased Premises, and will not engage in any activity which would cause City's fire and extended coverage insurance to be canceled or the rate therefor to be increased over the rate which would have been charged had such activity not been engaged in by Lessee (or in such event, at Lessee's option, Lessee will pay the amount of any such increase). ARTICLE IX WAIVERS AND INDEMNITY Waiver of Implied Warranty of Suitability. City disclaims any warranty of suitability that may otherwise have arisen by operation of law. City does not warrant that there are no latent defects on or in the Leased Premises that are vital to Lessee's using the Leased C Premises for their intended residential use and the Leased Premises will remain in a suitable condition. Lessee leases the Leased Premises "as is," whether suitable or not, and waives the implied warranty of suitability. Lessee's General Indemnity. Lessee will indemnify and hold City harmless against any claims, demands, damages, costs, and expenses, including reasonable attorney's fees, for defending claims and demands arising from the conduct or management of Lessee's businesses on the Leased Premises or its use of the Leased Premises, or from any breach on Lessee's part of any conditions of this Lease, or from any act or negligence of Lessee, its officers, agents, contractors, employees, subtenants, or invitees in or about the Leased Premises. In case of any action or proceeding brought against the City by reason of any such claim, Lessee, on notice from City, will defend the action or proceeding by counsel acceptable to City. ARTICLE X NUSCELLANEOUS Miscellaneous Provisions. The parties hereto agree as follows: 1. Binding Effect. The covenants and agreements herein contained shall inure to and be binding upon City, its successors and assigns, and Lessee, its successors and assigns; provided such reference to assigns is not intended to imply or grant any right on the part of either party to assign this Lease. 2. Casualty/Total or Partial Destruction. If the Leased Premises are damaged by casualty, the City may, at its sole option, choose not to restore the Leased Premises. In that case, this Lease agreement will terminate. 5. Condemnation/Substantial or Partial Taking. If the Leased Premises cannot be used for the purposes contemplated by this Lease because of condemnation or purchase in lieu of condemnation, then this Lease will terminate. Lessee shall have no claim to the condemnation award or proceeds in lieu of condemnation. b. No Arbitration. In the event of any dispute regarding terms or performance of terms of this Lease, it is agreed by all parties that such dispute shall not be subject to arbitration. 7. Limitation of Warranties. There are no implied warranties of merchantability, of fitness for a particular purpose, or of any other kind arising out of this Lease, and there are no warranties that extend beyond those expressly stated in this Lease. 8. Abandoned Property. City may retain, destroy, or dispose of any property left and abandoned on the Leased Premises at the end of the Lease term. VA 9. Severability Clause. If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such term, covenant, condition or provision to any other person or any other circumstance (other than such as to which it shall have been invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law. 10. Notices. Any notice or communication to parties required or permitted to be given under this Lease shall be effectively given only if in writing and such notice shall be considered received three (3) days after depositing such notice in the U.S. registered or certified mails, postage prepaid, return receipt requested, or by commercial overnight courier service, addressed as follows: (a) If addressed to Lessor City: City of Round Rock, Texas 221 East Main Street Round Rock, TX 78664 Attention: City Manager With a copy to: Stephan L. Sheets 309 East Main Street Round Rock, TX 78664 (b) If addressed to Lessee Billy and Sharon Arimes 1612 Red Bud Lane Round Rock, Texas 78664 With a copy to: Benjamin Williams 12710 Research Blvd., Suite 115 Austin, Texas 78759 provided, however, that any party shall have the right to change the address to which notices shall thereafter be sent by giving notice to the other party as aforesaid, but not more than two addresses shall be in effect at any given time for 8 City and Lessee hereunder. 11. Attorneys' Fees. In the event of litigation between City and Lessee wherein one or both parties is seeking to enforce any right or remedy hereunder, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred in connection with such litigation from the other party. 12. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the state of Texas, and venue shall lie in Williamson County, Texas. 13. Incorporation of Exhibits. All exhibits, schedules and attachments referred to in this Lease are hereby incorporated by reference for all purposes as fully as if set forth at length herein. This Lease constitutes the entire agreement of the parties with respect to the subject mater hereof, and all prior correspondence, memoranda, agreements or understandings (written or oral) with respect hereto are merged into and superseded by this Lease. This Lease is executed and delivered effective as of the date and year first above written. APPROVED AS TO FORM: Stephan L. Sheets, City Attorney LESSOR CITY OF ROUND ROCK, TEXAS a municipal corporation Alan McGraw, Mayor LESSEE Billy Arimes Sharon Arimes �J