Loading...
Contract - Janway, LLC - 7/24/2014• AWNE-404011 1.EAMES. 'file parties to this Contract are; n. Seller; Jatnvay, LLC :T016 904 Golden Hear Cove ptle- Round Rock, TX 783.1- '186 6 N b. kurellaser., City of Round Rock 221 B. Main St. Round Rock, TX 78661 2. MOPBM Seller agrees to sell and convey, and Purchaser agrees to purchase and pay for certain roal property in Round Rock, Williamson County, Texas, described as follows; Lot I -A. Chisholm Valley South, Section 16 located at 300 Old West Dr., Round Rock, Texas, containing approximately 1.000782 notes; together with all of Seller's rights and appmenances to the real property, Including, without limitation, any right, title, and interest of Seller in and to any and all easements, and adjacent, streets, roads, alleys, or rights-of-way (the "Property"). 3. E CHASE PRICE. Purchaser agrees to pay as the purchase price for the Property the sum of $270,000,00 In cash at Closing. 4. ESCROW DBPOSxT, Upon execution of this Contract, by both Seller and Purchaser, Purchaser agrees to deliver a cash Escrow Deposit in the amount of $2,200.00, to be held in escrow by the Title Company as Escrow Agent pursuant to the terms of tills Contract. Failure by Purdhaser to thnely deposit the Escrow Deposit with the Title Company shall result in the automatlo termination of this Contract, and nolthor party hereto shall have any finiher obligation thereunder. If requested by Purchaser, the Bserow Agent is authorized to place the Bsorow Deposit iii an interest bearing account at a iiutuicial 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 federal Income tax purposes, but sliall be paid to the patty entitled to receive the Esorow Deposit under the terms of this Contract. Real estato rontmd. sls droll- 7.07.14 300 old 1Ycat (00306483MOM) R-2014-1641 5, &MPENPENT CO TItA,C'I' _CQNSII3BRA.TION. On or before the Motive Date, Purchaser shall deliver to Seller in cash the stun of $500.00 (the "independent Contract Consideration'), which amount leas been bargained for and agreed to as consideration for Pturchaser's exclusive option to purchase the Property and the right of Investigation and inspection granted horehi, mid for Seller's execution and delivery of this Contract, The Ixlependent Contract Consideration is In addition to and independent of all other consideration provided In this Contract, mid is nonrefundable iii all events. However, at Closing, the Independent Contract Consideration shall be credited towards the Pnuvinase Price. fit MkIMMIUM a. Title Qomniitrneni. Within fifteonn (15) days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser, at Seller's cost, a Commitment for Title Isnsuranncc ("Title Connnaitment") from Independence Title Company at 101 B. Old Settler Blvd., Round Rock, TX 78664. The Title Con nitnnent sliall set forth the status of the title of the Property and show all liens, claims, encumbrances, casements, rights-of- way, encroachnnents, reservations, restrictions, and any other matters affecting tine Property. The Title Company shall fitmish a copy of all documents referred to In tine Title Commihnent, inehrdhng, but not limited to, deeds, lien instruments, plats, reservations, restriotions, and easements. b, Nuryg. Within thirty (30) days after the Effective Date, Purchaser shall cause to be prepared, at Purchaser's expense, a current survey 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) shalt include: (i) the perimeter boundaries and dimensions of the Property; (11) the locadoi of all improvements, any easements, set -back lines, enoroaclwients, overlaps, roadways or waterway; and (nil) the location of any flood plain which exists on the Property or any portion thereof. e. &ylo%v of Title CgMMIl nonnt and Survey. Purchaser shall have fifteen (15) days after recelpt of tate Title Conunihrnont toil Survey, in which to examine those documents and to specify to Seller those items reflected thereon which Purchaser will accept ns permitted exceptions to title ("Pernnitted Exceptions"), and those items w111011 Purchaser finds objectionable ("Title Objections"), Seller, at its discretion, may correct or remove all Title Objections, give Purchaser wrltten notice thereof, and deliver an amended Title Commitment and Survey reflecting (lie 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 acid updated survey, a written notice specifying -2W those items which are Permitted Bxceptions 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 Bxeeptions. d. Pjicorrected J t� a Obleetlons. If Seller falls to cause all of the Title Objections to be corrected within fifteen (15) days after receipt of Purehasc?s notice to Seller of 010 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 file following rights only; (1) Purchaser may terminate this Contract by givhig Seller written notice thereof withbi fifteen (15) days after recolpt of written notice from Seller, In which event the Escrow Deposit shall be returned to Ptuchaser, and both parties shall be released from all fiullier obligations under tills Contract; or (2) Purchaser may elect to purchase the Property subject to the Title Objections not so corrected or removed, In whleh event the uncorrected and unrernoved Title Objections shall be deemed waived by Purohaser and shall thereafter be Permitted Exceptions raider this Contract, 7. EHASiBILITX f3' MM. Purchaser shall have until ninety (90) days niter file Motive Date (tho "Feasibility Period'), for the right of investigation and inspection of the Proporty to determine whether or not Purchaser desires to proceed with the purehnse of the Property. a. access and Iadmity. 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. Purcliaser agrees to provide Seller with copies of all written tests, studies, investigations, and other reports conducted by Purchaser, Purc}inset's engineers, and other representatives of Purchaser pertaining to the Property. Purchaser shall not cause or permit damage or liguty to be done to the Property and Ptirchaser shall repair any damage or it�ury to the Property resulting from Purchaser's investigation and Inspection of the Property. Pturchasor shall htdeninify 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 employees under the provisions of this section. This indemnity shall survive the tennination of this Contract. .3.. b. Igrmination 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 acceptanco 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 Properly, Seller may retain the Independent Consideration, but the Earnest Money shall be refunded to the Purchaser, and both parties shall be released from all ftrllier obligations tinder this Contract. It Is agreed by the parties that In the event that this Contract Is terminated alter the expiratiotl of the Feasibility Period, for any reason other titan 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. CONDEIVINA'l'MON. lit 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 farther rights or obligations hereunder except with raspect to any waivers and releases, warranties, representations, obligations or indeinnitles which specifically survive termination of this Contract. If Purchaser does not exercise its option to so terminate this Contract, then the Contract small remain in fill[ 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 lien thereof. 9. �'��C� RHpgESuN1LTMS Ole SELLER. Seller has not rnado any representations or warranties of any kind to Purchaser not expressly contained int this Contract. Witere tine terms ,to tine best of selices knowledge" or words. of similar import are used herein, It shall ineati Seller's actual, current knowledge and not any constructive or Imputed knowledge. Moreover, no Inference or implication shall be drawn dint Seller has made any independent utvestlgation with respect to the subject of the representation or warranty based oil knowledge, and purchaser agrees that Seller has no such duty. Subject to tine foregoing, Seller represents, covenants and warrants as follows; a. Tito person signing this Contract has the finll right, power and authority to enter Into this Contract on behalf of Seller. .. 4 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 satisfled on or before Closing. c. Seller lies not entered into an earnest money contract with any other potential Purchasers. d. There is no stilt, action, legal or other proceeding pending, or to the best of Seller's luiowledge, threatened, which affect the Property. e. Seller has no knowledge of oily 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, not, to Seller's best luiowledgo, funs 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 tlue affective date hereof, deliver to Purchaser all written soil, utility, envirolunental and feasibility reports previously prepared relating to the Property, wl,icl, are 11, the possession or under the control of Seller. "Hazardous Substances" means any substance which is (1) designated, defined, classified, or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant, or contaminant under the Resource Conservation and Recovery Act mid/or tine Comprehensive, Environmental Response Compensation and Liability Act, (ii) petroleum hydrocarbon, including crude oil or any function thereof and all petroleum products, (iii) PDB's, (iv) lead, (v) friable asbestos, (vi) flammable explosives, (vil) infectious materials, or (viii) radioactive materials. g. Seller has trot retained any person or flnu to file a notice of protest agaltust, or to eotronellce any 001101, to review, any real property tax assessment against the Property or any portion thereof and, to Seller's best knowledge, no such action has been taken by or on behalf of any other party. It. Seller has not received any notice of any condemnation or shnilar proceedings having been instituted or threatened against tlue Property or any part thereof nor, to Seller's best knowledge, is az,y such proceeding threatened or contemplated df which Seller has not received formal notice. ..g 1. There are tto outstandhig 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 ittodifloatlons 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, speelfioally Including, without 1Lnitation, 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 mattors of record In the real property records of the county whero the Property is located. in. Thero are no parties in possession of any portion of the Property excopt for tite Seller. To the best of Seller's lutowledgo, ere are no adverso parties Ili possession of any portion of the Property whatsoover. it. All assessinents, payback agreements or other charges for utilities, roads, or the widening of such roads, or any other fees Imposed by any governniental or quasi- goventinental authority with respect to the Property which are duo and payable have been paid in Hill mud Seller has lutowledge of any fixture assessutents or fees that tnay become due and payable. 10. kM-CLD ,I1C,t RI—BMSBNTATX¢NS O UP.MSf3R. a. Rurcbaser's Authority. Tile person signing this Contract has the flill right, power and authority to enter into this Contract on behalf ofPurehaser. b. Ste. Prior to Closing, no sign shall be erected on tate Property without Seller's prior written consent. 11. L.OS1NCir. it. Pate and place. The Closing of the sale of the Property by Seller to Purchaser sliall occur ori or before thirty (30) days after the expli-ation of the Feasibility Period. The Closing shall occur In the offices of the Title Company. Puroliaser shall have the right to »G- extend the Closing Date for up to thirty (30) days if fiindiug froin the sale of bonds lifts not been received by the scheduled Closing Date, b, geller's Oblialtions at !Qlps�. At the Closing, Seller, at Seller's sole cost and expense, shall deliver, or cause to be delivered, to Pu rohnser the Following: (1) Special WaMft Deal, Seller shall execute and deliver to the Title Company for recording a Special Warranty Deed conveying tlhe Property to Purolhaser, subject to the Permitted Exceptions and all approved easements and restrictions of record which affect the Property. (2) Qwnel,s Title Policy. Seller shall cause the Title Company to issue and deliver to Purchaser all owner's policy of title insurance ("Owner's Title Policy") in tlhe 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 hi the then current Owner Title Policy form prohntulgated by tate State Board of Insurance. Tile standard exception for standby fees and taxes shall be limited to the year In which the Closing occurs. (3) Certif ca a of Non -Forel ne Status. Seller shall deliver to Purchaser an affidavit on behalf of Seller certifying the no-forolgul status of Seller. (4) ,Closing Statement. Seller shall execute and deliver to Purclaser and to tine 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 tills Contract, (5) Qthcr Instri u Mits. Seller shall execute and deliver such other documents as are customarily executed in Texas In couheetion with the conveyance of real property, including all required releases, certificates, affidavits, athd any other Instruments required by the Title Company. (6) F-osse-ssion. Seller shall deliver possession of the Property to Purchaser on the Closing Date. (7) A,ncillaty Propeu , ni tts. If applicable, Seller shall assign any ancillauy Property nights to the Property which Sellers owns and whdch the Title Company deems customary to transfer, "7- C. rurelloscr's Obligglons at Closing. (1) E011ont of PurchasoEd . At the Closing, Purcitaser shall pay the cash portion of tie Purelinse Price, subject to any a(Utistments for prorations and other cmilts provided for lit this Contact. (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 till such documents that require Purchaser's execution, (3) Certifieate LDf Autltarity, Purchaser shall deliver to Seller a certificate of authority on behalf of Purchaser authorizing filo transaction described In this Contract and tite execution of the documents by the appropriate person, in form and substance reasonably required by Seller. (4) ClosluOtaternenl. Purchaser shall execute and deliver to Seller and to the Title Company the closing statement Ill the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for lit this Contract. d. Jan Proration. Real estate, ad valorem, and other state, county and municipal taxos, charges and assessments (special or othonvise), oil the basis of the calendar year for which the sante me levied, Imposed or assessed, and regardless of when the scone 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 the rato of any such taxes, cents, charges or assessments shall not be fixed prior to file Closing, tite acjusttnent thereof at the Closing shall be upon the basis of tite rate for the preceding calendar year applied to t11e latest assessed valuation (or other basis of valuation) between Seller and Purchaser, if necessity, when the actual tax figures are available. e. Closing Cosh. Seller olid Purchaser each agree to pay the following costs at the Closing; (1) laid By Seller;. Seller agrees to pay the cost of tite Owner's Title Policy and Any endorsements, the, cost of preparing tite Special Warranty Deed And othor conveyance doctunents; tite cost of preparing and recording any releases and other documents necessary to convey the Property in accordallco with this Contract; 0110 -half (1/2) of any escrow or closing fee charged by the Title Company; and any other slurilar closing costs customarily paid by a seller of real property. (2) )'aid By PurohasePurchaser agrees to pay the cost of the survey, recording fees, copies of restrictions and easements, expenses stipulated to be paid by Purchaser under other provisions of the Contract, and one-lialf (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, DBFAULTS AND R13NMDIES. a. kur,lmes- Dethult and Seller's Remedies. If Purchaser is lu default under tills Contract, Seller may, at Seller's sole option and as Seller's solo remedy, terminate finis 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 tills Contract), It being agreed between Purchaser and Seller that such amount shall be liquidated damages for a default of Purchaser under tills Contract because of the difficulty, Inconvenience, and uncertainty of ascertaining actual damages for such uncertainty of ascertaining actual damages for such defoult. Tills lin ltation of remedies provision shall not apply to or affect Purchaser's Indernanttles of Seller in tills Contract. b. a9fler's. DOf_alilts anid_Rurchaser'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 followhng: (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 tine Title Company on receipt of written notice from Purchaser that Seller has defaulted under this Contract, or (2) enforce speclfic 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. t orne 's ]EM. If either party to this Contmet defaults lrt tine performance required hereunder, and the non -defaulting party employs an, attorney to enforce tine terms hereof, such non -defaulting party shall be entitled to reasonable attorney's fees from the defaulting party. 13. 1199MS AND CO- IISSIONS. a. hrokgrs, 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 Jcrel Choate, Retail Solutions ("Seller's Drolcor"). Purchaser represents that it has not dealt with any real estate agent, salesperson, broker or finder in connection whin this Contract or the purchase of the Property, except for Mike Freeman, Mike Freeman Proportles ("Purchaser's Drolcor").•aI11alq#-"%-eonnWs*m,—Wbe and only if the Closing occurs In accordance with tine terms of this Contract .-- - - - a and 3% to Purchaser's Broker, tit Closing. If an , pre- eul-sYsh canmisslon is due herein, the commission shall be paid directly to the tensed Real �Q 6 W� Commission Estate Broker and not to the salesperson (if Seller's Broker aTao- n• r`is a ` nnim Son 1a Hent Is p Jreecngk��j lieetised salespersotn). If tine Closing d08s r10t Ocelli, then i opayment Shalt. Pad earlIed or due, Neither Droker is a batty to tills Contract and neither Broker's consent oi• s esters grow signature Is required to amend or terminate tills Contract. Purchaser And Seller agree to hidemnif�6 defend and hold harmless the other party from and against tiny and all A 5110 brokerage and finder's fee clahns, losses, damages, costs or expenses arising out of or C�rn�y+lSaiot�, resulting from any agreement, arrangement or understanding made or alleged to have to be AiVIO&A been made by the irtdenunifying party. The representations and Indeinnifieations in tills V/0 id paragraph survive each Closing and the termination of this Contract. fi Se114rs ro�C� � I vb. mice, As required by th© Texas Real Bstate License Act, any broker has advise Purchaser that Purchaser should have tine abstrnct covering the Property examined by an attorney of Purchaser's own selection, or that Purchaser should be finnislned with or obtain a policy of title insurance. By signing tills Contract, Purchaser acknowledges receipt of tills notice. 14. hISCBLLAMUS. a, AmIgn lent of Contract. This Contract may not be assigned by Purchaser without tine prior written consent of Seller. b. gualyal 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 thno following the Closing shall survive the Closing and shall not be merged therein. -10- e. NNIgg. Any notice required or permltted to be delivered under tilts Contract shall be deemed received on the earlier of (1) actual receipt by mall, nedeml Express or other overnight delivery service, telecopy, or band delivery, or (il) three (3) business days after being sent by United- States mall, postage prepaid, certified mall, return receipt requested, addressed to Seller or Purchaser, as the case may be, at lite address stated In Section 1. Copies of all notices shall also be sent concurrently to Seller's or Purcll.aser's attorney, as appropriate, at the following addresses: Seller's Attorney: 0—Teleplione Number: (� M Email: Purchaser's Attorney: Steve Sheets 309 E. Main St. Round Rock, TX 78664 Telephone Nwnber: (512) 255-8877 steve@scrrlaw.com A party may oltango Its address or tho address of its attorney for Notice upon written notice to the other party pursuant to tite terms hereof, d. _Mas Law to Auuly. Tills contract shall be construed under and In accordance Willi the laws of lite state of texas, and all obligations of the patlles created by this contract aro perfonnable In Williamson County, Texas, which is the county of jurlsdletlon and venue for all disputes arlshtg hereunder. e. fttios Bound. This Contract shall be bindhig upon and Inure to tho 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. L&U1 Constmotion. xtt case any one or more of the provislons contained in this Contract shall for any reason bo 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 tills Contract shall be construed as if stroll. invalid, Illegal, or unenforceable provision had never been conta{»ed in tire Contract. g. g rlor A reg entents Superseded. This Contract constitutes the sole and only agreement of the parties to the Contract slid supersedes any prior tutderstanding or written or oral agreements between the parties concerning the purchaso of the Property h. n t r. Words of any gender used in this Contract shall be field and constnied 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. I. fflective Date. The Motive Date of this Contract shall bo the date the Contract is escrowed with the title company together with the Earliest Money. J. Thno of ssence CaLeilder Dayj andDgodlines. As used herein, "days" shall mean slid refer to calendar days but if a deadline falls or notice is required on a Sa(urday, Sunday or legal banking holiday, the deadline or notice shalt bo extended to the next calendar day which is neither a Saturday, Sunday nor a legal banking holiday. Time is of tho essence for performance of all conditions and obligations under this Contract. k. Mg1tip-1 Counterparti. Cottnteq)arts of this Contract may be executed in one or more counterparts, and all so executed shall constitute one (1) agivement, binding upon the parties hereto, and notwItitstanding that all of the parties ate not signatories to the same counterparts. (SIGNATURES ON FOLLOWING PAGE) »12« Executed by Seller on July _-R, 2014, SELLERt JANWAY, LLC Executed by kurchnaer on July. L .2014. PURCHASERt CITY OF ROUND ROCIC,'I'EXAS BY: 'sea \�j �13•, V ACKNOW ,EDGWIE NT BY TITLE COMPANY Title Company executes tris Contmet solely for the purpose of'. (1) acknowledging tient receipt of the Cont mot and tho Deposit tuid (fl) setthig forth the Effective bate. TITLE COAVANY Ltuispondonce Titlo Company Effective Date July , 2414 BY: Print Nmna: Title: -H-