CM-13-024LETTER AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND N.I.R. INVESTMENTS, LTD
The following will set forth certain understandings and agreements by and between the
City of Round Rock (the "City") and N.I.R Investments, Ltd. ("N.I.R."):
It is understood that the City and N.I.R. have been in discussions regarding the
acquisition of approximately three acres of property owned by N.I.R. in downtown Round Rock
(Bagdad Property). The parties have agreed $3.1 million dollars will purchase the Bagdad
Property. Those discussions have been predicated upon N.I.R. being able to obtain an
appropriate replacement facility for their tenant BGS Acquisition Corp. N.I.R. has informed the
City that it has found an appropriate facility and it is prepared to enter into a contract for that
facility at 1302 Chisholm Trail; however, the Seller is requiring a down payment of $10,000.00,
which will be non-refundable. It is understood that the City must undergo a process of analysis
and appraisal and governmental approvals in order to complete the proposed purchase of the
Bagdad Property. In order to allow sufficient time to complete that process, N.I.R. has
negotiated a feasibility period with the Seller of 1302 Chisholm Trail, however, the feasibility
period comes with a cost of additional non-refundable funds of $2,500.00 per month. Both
parties intend to close this transaction which will in turn allow N.I.R. to acquire 1302 Chisholm
Trail as their replacement property. However, both parties recognize that there is a potential of
uncertainty. In order to relieve that uncertainty and induce N.I.R. to proceed with the acquisition
of 1302 Chisholm Trail and as an act of good faith, the City of Round Rock has agreed to
guarantee and indemnify N.I.R. for any amounts it has to pay as non-refundable earnest money as
stated in N.I.R.s Commercial Contract - Improved Property for the purchase of 1302 Chisholm
Trail should the City and N.I.R. not close the transaction to acquire the Bagdad Property. It is
understood this guarantee and indemnification shall apply if NIR is able to convey fee simple
title to the city subject only to (i) those exceptions identified in the deeds by which NIR took
ownership of the property, (ii) any other matter appearing of record in the real property records
of Williamson County since the date NIR took ownership, (iii) the standard form exceptions
found in the promulgated form of exceptions for a title commitment issued by a licensed Texas
title company and (iv) NIR providing City with an acceptable Phase I Environmental Site
Assessment report that concludes that there are no recognized environmental conditions in
connection with the property.
IT IS THEREFORE AGREED AND UNDERSTOOD that should the contract
negotiations with the City and N.I.R. fail and N.I.R. has to cancel its contract on 1302 Chisholm
Trail, it shall provide to the City, notice and proof of the actual amount of non-refundable earnest
money expended in order to receive the benefits of the guaranteed indemnification in an amount
not to exceed $20,000.00.
Signed this day of April, 2013.
N.I.R. Investments, Ltd. City of Round Rock, Texas
By: By:
5MAilroeci. , Cv1-7j a6e12--