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R-06-03-09-9A1 - 3/9/2006RESOLUTION NO. R -06-03-09-9A1 WHEREAS, the City desires to purchase a 1.377 acre tract of land for Fire Station Number 7, and WHEREAS, Chandler Creek, LP, the owner of the property, has agreed to sell said property to the City, 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 Real Estate Contract with Chandler Creek, LP, for the purchase of the above described property, a copy of said Real Estate Contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. 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. RESOLVED this 9th day of March, 2006. T. ST; NY EL , ayor City • Round Rock, Texas CHRISTINE R. MARTINEZ, City Secr @PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R60309A1.WPD/sc ary CONTRACT FOR SALE OF REAL PROPERTY THIS CONTRACT OF SALE ("Contract") is between CHANDLER CREEK, LP, a Delaware limited partnership, of 1805 Garry Street, Suite 100, Santa Ana, CA 92705 (referred to in this Contract as "Seller") and the CITY OF ROUND ROCK, Texas, a home rule city, of 221 E. Main St., Round Rock, Texas (referred to in this Contract as "Purchaser"), on the terms set forth in this Contract. ARTICLE I PURCHASE AND SALE 1.01. Seller agrees to sell and convey, and Purchaser agrees to purchases and pay for, the tract of land containing approximately 1.377 acres of land, being a portion of Lot 1, Block A, Oakmont Centre Section Seven, a Subdivision Recorded in Cabinet I, Slides 296-297 of the plat records of Williamson County, Texas, said 1.377 acres being more particularly described in Exhibit "A", attached hereto and incorporated herein for all purposes. This sale and purchase include all rights and appurtenances pertaining to the property, including any right, title or interest of Seller in adjacent streets or rights-of-way. The real property described above, and any rights or appurtenances are referred to in this Contract as the "Property." ARTICLE I1 SALES PRICE Amount and Payment of Sales Price 2.01. The sales price for the Property will be the sum of Three Hundred Eighty -Eight Thousand, Six Hundred Eighty-four and No/100 Dollars ($388,684.00), which will be payable in cash at the closing. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations in this Contract 3.01. Purchaser's obligations under this Contract are subject to the Seller complying with all of the covenants, agreements, and conditions required by this Contract and the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or before the closing). ' EXHIB1T'"Ar43 Preliminary Title Report 3.02. Within 30 days after the date of execution of this Contract, Seller will obtain for the Purchaser from Heritage Title Company of Austin, Inc., 401 Congress Ave., Suite 1500, Austin, Texas 78701, Attn: John Bruce (the "Title Company") a preliminary title report (the "Title Report"), accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. Purchaser will have 10 days after receipt of the Title Report to review and approve it (the "Title Review Period"). In the event that any portion of the Title Report or the condition of title as set forth therein is unacceptable to Purchaser, Purchaser must, within the Title Review Period, give Seller written notice of its objections to the Title Report. In the event that Purchaser delivers written objections to the Title Report to Seller within the Title Review Period, Seller may, at Seller's option, promptly undertake to eliminate or modify all objected matters to the reasonable satisfaction of Purchaser. Seller shall be under no obligation to incur any costs whatsoever in connection with any title matters that Purchaser objects to. In the event Seller has been unable or is unwilling (in Seller's sole discretion) to cure any such objections within the 10 -day period after the date Seller receives Purchaser's objections, then, and in such event, Purchaser may, at its option, either terminate this Contract (whereupon the Escrow Deposit (as defined herein), less any non-refundable amounts, shall be immediately returned to Purchaser), or Purchaser may waive any such objections, and the transaction contemplated hereby shall be consummated as provided herein. In the event Seller has not yet satisfied each and every of Purchaser's stated title objections within the l0 -day period after the date Seller receives Purchaser's objections, or at such earlier date as Seller may elect, Seller shall be entitled to notify Purchaser in writing ("Seller's Title Objection Notice") of any of Purchaser's title objections which Seller is unable to, or elects not to, satisfy. Within three (3) days following Seller's Title Objection Notice, Purchaser shall elect to either (i) terminate the Contract, whereupon Purchaser shall be entitled to a full refund of the Escrow Deposit (less any amounts that have become non-refundable under any applicable indemnity provisions), or (ii) waive those title objections specified in the Seller's Title Objection Notice which Seller has not satisfied and proceed to Closing. In the event Purchaser elects to proceed to Closing (or is deemed to have so elected to proceed to Closing), all of Purchaser's objections to title and survey matters shall be deemed to waived and shall constitute permitted exceptions to the Property. In the event Purchaser fails to elect (i) or (ii) in writing within such three (3) day period, then, and in such event, Purchaser shall be deemed to have elected (ii). Survey 3.03. Purchaser has previously caused Baker-Aicklen & Associates, Inc. to prepare a survey of the Property, which is dated June 29, 2005. Purchaser has reviewed said survey and finds that it is acceptable. 2 6 /26 Environmental Assessment 3.04. Within 30 days after the date of execution of this Contract, Purchaser, at Purchaser's expense, will provide a current Environmental Assessment Report for the Property prepared by an environmental specialist acceptable to Purchaser. Purchaser will deliver a copy of such Environmental Assessment Report to Seller within 1 day after it is obtained. Purchaser will have 10 days after receipt of the Environmental Assessment Report to review and approve it (the "Environmental Review Period"). In the event any portion of the Environmental Assessment Report is unacceptable to Purchaser, Purchaser must, within the Environmental Review Period, give Seller written notice of its objections to the Environmental Assessment Report. In the event that Purchaser delivers written objections to the Environmental Assessment Report to Seller within the Environmental Review Period, Seller may, at Seller's option, promptly undertake to correct or remedy all objected matters described in the Environmental Assessment Report to the reasonable satisfaction of Purchaser. Seller shall be under no obligation to incur any costs whatsoever in connection with any environmental matters that Purchaser objects to. In the event Seller has been unable or is unwilling (in Seller's sole discretion) to cure any such objections within the 10 day period after the date Seller receives Purchaser's objections, then, and in such event, Purchaser may, at its option, either terminate this Contract (whereupon the Escrow Deposit (as defined herein), less any non-refundable amounts, shall be immediately returned to Purchaser), or Purchaser may waive any such objections, and the transaction contemplated hereby shall be consummated as provided herein. In the event Seller has not yet satisfied each and every of Purchaser's stated environmental objections within the 10 -day period after the date Seller receives Purchaser's objections, or at such earlier date as Seller may elect, Seller shall be entitled to notify Purchaser in writing ("Seller's Environmental Objection Notice") of any of Purchaser's environmental objections which Seller is unable to, or elects not to, satisfy. Within three (3) days following Seller's Environmental Objection Notice, Purchaser shall elect to either (i) terminate the Contract, whereupon Purchaser shall be entitled to a full refund of the Escrow Deposit (less any amounts that have become non-refundable under any applicable indemnity provisions), or (ii) waive those title objections specified in the Seller's Environmental Objection Notice which Seller has not satisfied and proceed to Closing. In the event Purchaser elects to proceed to Closing (or is deemed to have so elected to proceed to Closing), all of Purchaser's objections to environmental matters shall be deemed to waived and shall constitute permitted exceptions to the Property. In the event Purchaser fails to elect (i) or (ii) in writing within such three (3) day period, then, and in such event, Purchaser shall be deemed to have elected (ii). ARTICLE IV PURCHASER'S OBLIGATIONS Conditions to Seller's Obligations in this Contract 4.01. The Seller's obligations under this Contract are subject to the Purchaser complying with all of the covenants, agreements, and conditions required by this Contract and the satisfaction of each of 3 h3/8 the following conditions prior to the Closing (any of which may be waived in whole or in part by Seller at or before the closing): (1) the rezoning to C- la of both (i) Seller's remaining portion of Lot 1, Block A, Oakmont Centre Section Seven, a Subdivision Recorded in Cabinet I, Slides 296-297 of the plat records of Williamson County, Texas; and Lot 1, Oakmont Centre Section Four, a subdivision in Williamson County, Texas, according to the map or plat thereof, recorded in Cabinet F, Slide(s) 328-329 of the Plat Records of Williamson County, Texas (2) A full access driveway (left and right, ingress and egress) from Seller's property known as Lot 1, Oakmont Centre Section Four, a subdivision in Williamson County, Texas, according to the map or plat thereof, recorded in Cabinet F, Slide(s) 328-329 of the Plat Records of Williamson County, Texas, onto Chandler Road will be legally permitted (with a median cut when appropriate) at a location that will align with the proposed Scott & White driveway; and (3) A full access driveway from Seller's remaining portion of Lot 1, Block A, Oakmont Centre Section Seven, onto Oakmont Drive will be legally permitted at a location no closer than two hundred feet (200') south of Chandler Road. ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER 5.01. Seller represents and warrants to Purchaser, as of the Closing Date (as hereinafter defined,) as follows: (1) To Seller's knowledge, without independent investigation, there are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers; (2) Except for the condemnation proceeding started by the City of Round Rock, to Seller's knowledge, without independent investigation, there is no pending or threatened condemnation or similar proceeding or assessment affecting the Property, or any part of it, nor to the best knowledge of Seller is any proceeding or assessment contemplated by any governmental authority; and (3) To Seller's knowledge, without independent investigation, Seller has complied with all applicable laws, ordinances, regulations, and restrictions relating to the Property, or any part of it 4 ARTICLE VI CLOSING 6.01. The closing will be held at the Title Company, on or before May 31, 2006 (the "Closing Date") or at the date, timeandplace agreed upon by Seller and Purchaser. 6.02. At the closing Seller will: (1) Deliver to Purchaser a properly executed and acknowledged Special Warranty Deed conveying indefeasible title in fee simple to all of the Property, free and clear of all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General ad valorem real estate taxes for the year of closing and subsequent years not yet due; (b) Any title, survey, or environmental exceptions approved, permitted, or waived by Purchaser in accordance with Article III of this Contract; and (c) Any other exceptions approved by Purchaser in writing or not objected to by Purchaser or waived by Purchaser. (2) Deliver to Purchaser a Texas Owner's Title Policy, at Purchaser's expense, issued by Title Company, in Purchaser's favor in the full amount of the sales price, insuring Purchaser's fee simple title to the Property subject to the title exceptions listed above, to any other exceptions approved in writing by Purchaser, and to the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, with the following exceptions: (a) The boundary and survey exceptions will be deleted (at Purchaser's expense); (b) The exception as to restrictive covenants will either be endorsed "None of Record" or will list only exceptions approved, permitted, or waived by Purchaser in accordance with Article I1I of this Contract; and (c) The exception as to the lien for taxes will be limited to the year of closing and will be endorsed "Not Yet Due and Payable." (3) Deliver to Purchaser possession of the Property. 6.03. At the Closing, Purchaser will pay the cash portion of the sales price. 5 r3�-L3 6.04. General ad valorem real estate taxes for the year in which the Closing occurs relating to the Property will be prorated as of the Closing Date and will be adjusted in cash at the closing. If the closing occurs before the tax rate is fixed for the current year, the apportionment of taxes will be estimated on the basis of the tax rate for the preceding year applied to the latest assessed valuation and adjusted between Seller and Purchaser within thirty (30) days following the date when exact amounts are available. All special taxes and/or road district assessments to the Closing Date will be paid by Seller. 6.05. All costs and expenses of closing in consummating the sale and purchase of the Property will paid as follows: Owner's Title Policy paid by Purchaser; Title Company fees paid by each equally; Environmental assessment paid by Purchaser; Survey paid by Purchaser; Filing fees for Deed paid by Purchaser; All other filing fees paid by Seller; Title curative matters, if any, paid by Seller; Attorney's fees paid by each respectively; and Real estate commission paid by Seller. ARTICLE VII REAL ESTATE COMMISSIONS 7.01. Each -party hereto represents to the other that such respective party has not authorized any broker or finder to act on such party's behalf in connection with the sale and purchase hereunder. Each party hereto agrees to indemnify and hold harmless the other party from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding (except as set forth in this contract) alleged to have been made by such party with any broker or finder in connection with this contract or the transaction contemplated hereby. This obligation shall survive the Closing or any earlier termination of this Contract. ARTICLE VIII ESCROW DEPOSIT 8.01. For the purpose of securing the performance of Purchaser under the terms of this Contract, Purchaser agrees to deliver to Title Company, within 3 days of the Effective Date of this Contract, the sum of Five Thousand Dollars ($5,000.00) (the "Escrow Deposit"), which will be paid by the Title Company as directed in this Contract. If the transaction contemplated by this Contract closes, then at the closing, the Escrow Deposit will be paid over to Seller and applied to the cash portion of the sales price, provided, however, that in the event the Purchaser has given written notice to the Title Company that one or more of the conditions to its obligations set forth in Article III have not 6 been met, or, in the opinion of Purchaser, cannot be satisfied, as provided for in Article III, then the Escrow Deposit will be immediately returned by the Title Company to Purchaser. ARTICLE IX BREACH BY SELLER 9.01. If Seller fails to fully and timely perform any of its obligations under this Contract or fails to consummate the sale of the Property for any reason, except because of a Purchaser's default, and such Seller's default is not cured within 20 days after Seller's receipt of a written notice of default from Purchaser, Purchaser may, as its sole and exclusive remedies, either: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit will be returned by the Title Company to Purchaser. ARTICLE X BREACH BY PURCHASER 10.01. In the event Purchaser fails to fully and timely perform any of its obligations under this Contract or fails to consummate the purchase of the Property, if Seller is not in default under this Contract, and such Purchaser's default is not cured within 20 days after Purchaser's receipt of a written notice of default from Seller, Seller may, as its sole and exclusive remedy receive the Escrow Deposit from the Title Company as liquidated damages for the failure of Purchaser to perform the duties imposed on it by the terms of this Contract. Seller agrees to accept this cash payment as total damages and as Seller's only remedy under this Contract in the event of Purchaser's default. (1) of Seller. ARTICLE XI MISCELLANEOUS Assignment of Contract This Contract may not be assigned by Purchaser without the express written consent Survival of Covenants (2) 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 by this Contract, will survive the closing. Notice (3) Any notice required or permitted to be delivered under this Contract will be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to either Seller or Purchaser, as appropriate, at the address set forth opposite the signature of that party. 7 Texas Law to Apply; Venue (4) This Contract will be construed in accordance with the laws of the State of Texas, and all obligations of the parties created under this Contract are performable in Williamson County, Texas. The venue for any dispute, action, or proceeding with respect to this Agreement shall be in the state or federal district courts of Williamson County, Texas. Parties Bound (5) This Contract will be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted by this Contract. Legal Construction (6) In case any one or more of the provisions contained in this Contract for any reason is held invalid, this invalidity will not affect any other provision of this Contract, which will be construed as if the invalid or unenforceable provision had never existed. Prior Contracts Superseded (7) This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. Time of Essence (8) Time is of the essence in this Contract. Threat of Condemnation (10) Purchaser and Seller agree that the Property is being conveyed at Closing under the "imminence of condemnation" as such term is defined in the United States Internal Revenue Code. AS -IS , WHERE -IS (11) A. GENERAL. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY THE PURCHASER IN ORDER TO ENABLE THE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF PROJECTS SUCH AS THE PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS, AND THAT PURCHASER HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, THAT MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE PROPERTY ON AN AS -IS, WHERE -IS AND WITH ALL FAULTS BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. PURCHASER DISCLAIMS RELIANCE UPON ALL ORAL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. THE PURCHASE PRICE IS A DISCOUNTED PURCHASE PRICE REPRESENTING THE FACT THAT THE PROPERTY IS BEING PURCHASED BY PURCHASER ON AN AS -IS, WHERE -IS AND WITH ALL FAULTS BASIS. PURCHASER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO HAVE BEEN MADE OR GIVEN, BY THE SELLER. PURCHASER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. B. SPECIFIC. WITHOUT LIMITING THE GENERAL PROVISIONS OF PARAGRAPH A OF ARTICLE XI, SECTION (11) ABOVE, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, AS TO (a) MATTERS OF TITLE, (b) ZONING, (c) TAX CONSEQUENCES, (d) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (e) AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (f) OPERATING HISTORY OR PROJECTIONS, (g) VALUATION, (h) GOVERNMENTAL APPROVALS, (i) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY, AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. PURCHASER FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER IS NOT REPRESENTING OR WARRANTING THAT ANYTHING CAN OR WILL BE ACCOMPLISHED THROUGH PURCHASER'S OR SELLER'S EFFORTS WITH REGARD TO THE PLANNING, PLATTING OR ZONING PROCESS OF THE CITY OR COUNTY IN WHICH THE PROPERTY IS LOCATED OR ANY OTHER GOVERNMENTAL OR MUNICIPAL AUTHORITIES, BOARDS OR ENTITIES. PURCHASER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGULATION OF THE STATE OF TEXAS OR THE CITY OR COUNTY IN WHICH THE PROPERTY IS LOCATED, OR ANY OTHER AUTHORITY OR JURISDICTION. C. EXCLUDED ITEMS. NOTWITHSTANDING ANY SEEMING CONTRADICTION, IT IS AGREED AND UNDERSTOOD THAT THE PROVISIONS OF THIS ARTICLE XI, SECTION (11) ARE LIMITED SO AS NOT TO BE CONSTRUED AS DIMINISHING OR NEGATING (a) SELLER'S RESPONSIBILITY FOR ANY REPRESENTATIONS PROVIDED IN THE CONTRACT (BUT ONLY TO THE EXTENT EXPRESSLY PROVIDED AND FOR THE DURATION STATED HEREIN), AND (b) ANY WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING. D. INCORPORATION INTO DEED. IT IS AGREED AND UNDERSTOOD THAT THE TERMS AND PROVISIONS OF THESE PARAGRAPHS A THROUGH D OF THIS ARTICLE XI, SECTION (11) SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY DEED TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING. PURCHASER SHALL SIGN THE SPECIAL WARRANTY DEED AT CLOSING TO FURTHER EVIDENCE PURCHASER'S ACCEPTANCE OF THE PROPERTY SUBJECT TO THE PROVISIONS CONTAINED IN THESE PARAGRAPHS A THROUGH D OF THIS ARTICLE XI, SECTION (11). No Recordation (12) Seller and Purchaser hereby acknowledge that neither this Contract nor. any memorandum or affidavit thereof shall be recorded of public record in Williamson County, Texas, or any other county in Texas. Should Purchaser ever record or attempt to record this Contract, or a memorandum or affidavit thereof, or any other similar document, then, notwithstanding anything herein to the contrary, said recordation or attempt at recordation shall constitute a default by Purchaser hereunder that is not subject to cure, and, in addition to the other remedies provided for herein, Seller shall have the express right to terminate this Contract (and retain all Earnest Money) by filing a notice of said termination in the applicable real property records for Williamson County, Texas, or any other county in Texas. Third Party Reports (13) It is agreed and understood that Seller shall have no responsibility or liability for the contents of any and all reports, studies, surveys, or investigations of the Property prepared by third parties. All such reports, studies, surveys, and investigations provided by Seller to Purchaser in connection herewith are provided solely to accommodate Purchaser's requests for them. If such 10 reports, studies, surveys, and investigations are found to misrepresent facts or otherwise to be in error in any way, Purchaser waives any and all claims against Seller arising therefrom. No Oral Modification; No Oral Waiver; Knowledge Standard (14) The Contract may not be modified or amended, except by an agreement in writing signed by both the Seller and the Purchaser. The parties may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such conditions or obligations. For purposes of this Contract, wherever the term "knowledge" or "belief" or words of similar import are used with respect to the Seller, such knowledge or belief shall be limited to the actual knowledge of Brian R. Burke. Notices Required By Law (15) A. Notice Regarding Possible Annexation. If the Property is located outside of the limits of a municipality, the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts it boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Property for further information. B. Notice Regarding Possible Liability for Additional Taxes. If for the current ad valorem tax year the taxable value of the Property that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the Property at less than its market value, the person to whom the Property is transferred may not be allowed to qualify the Property for that special appraisal in a subsequent tax year and the Property may then be appraised at its full market value. In addition, the transfer of the Property or a subsequent change in the use of the Property may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the Property. The taxable value of the Property and the applicable method of appraisal for the current taxyear is public information and may be obtained from the tax appraisal district established for the county in which the Property is located. C. Notice Regarding Possible Location in a Municipal Utility District. The Property which you are purchasing may be located in a MUNICIPAL UTILITY DISTRICT (the "District"). The District may have taxing authority separate from any other taxing authority, and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. 11 X33 Rollback Taxes (16) Any rollback taxes levied against the Property relating to any period prior to the date of Closing due to a change in use or ownership of the Property, will be paid by Purchaser. The agreements of the parties under this paragraph will survive Closing. Notices (17) In addition to the party specified in the contract, all notices from Purchaser to Seller in connection with the contract must be sent to the following parties: Stahl, Bernal & Davies, L.L.P. Attn: Brent G. Stahl 7320 N. MoPac, Suite 211 Austin, Texas 78731 Fax: (512) 346-2712. In addition to the party specified in the contract, all notices from Seller to Purchaser in connection with the contract must be sent to the following parties: Sheets & Crossfield, P.C. Attn: Stephan L. Sheets 309 E. Main St. Round Rock, Texas 78664 Fax: (512) 255-8986 The Effective Date of execution of this Contract is the date executed by the Purchaser. 12 SELLER CHANDLER CREEK, LP by: Chandler Creek Company, a Delaware corporation, its general partner an R. Burke, President Date Signed: 2/27A2 45-' 1805 Garry Street, Suite 100 Santa Ana, CA 92705 , its [address] [date] 13 Attest: Christine Martinez, City Secretary PURCHASER City of Round Rock, Texas by: Nyle Maxwell, its Mayor 221 E. Main Street Round Rock, Texas 78664 RECEIPT [date] Receipt of [ ] copy of Contract and [ ] $5,000 Earnest Money in the form of a corporate check is acknowledged. Date: Title Company , Texas By: ,Escrow Agent 14 DATE: March 2, 2006 SUBJECT: City Council Meeting - March 9, 2006 ITEM: 9.A.1. Consider a resolution authorizing the Mayor to execute a Real Estate Contract with Chandler Creek, LP for the purchase of 1.377 acres for the Fire Station No. 7 Project. Department: Administration Staff Person: Jim Nuse, City Manager Larry Hodge, Fire Chief Justification: This contract provides a station site that gives the best response time for the largest area possible in the north central area of the City. Funding: Cost: $388,684.00 Source of funds: General Self -Financed Construction Fund Outside Resources: N/A Background Information: Staff reviewed over a dozen sites in the University Boulevard/IH-35 area. This site provided the best combination of response time, building conditions, and safe access to adjacent roadways. Public Comment: N/A CONTRACT FOR SALE OF REAL PROPERTY THIS CONTRACT OF SALE ("Contract") is between CHANDLER CREEK, LP, a Delaware limited partnership, of 1805 Garry Street, Suite 100, Santa Ana, CA 92705 (referred to in this Contract as "Seller") and the CITY OF ROUND ROCK, Texas, a home rule city, of 221 E. Main St., Round Rock, Texas (referred to in this Contract as "Purchaser"), on the terms set forth in this Contract. ARTICLE I PURCHASE AND SALE 1.01. Seller agrees to sell and convey, and Purchaser agrees to purchases and pay for, the tract of land containing approximately 1.377 acres of land, being a portion of Lot 1, Block A, Oakmont Centre Section Seven, a Subdivision Recorded in Cabinet I, Slides 296-297 of the plat records of Williamson County, Texas, said 1.377 acres being more particularly described in Exhibit "A", attached hereto and incorporated herein for all purposes. This sale and purchase include all rights and appurtenances pertaining to the property, including any right, title or interest of Seller in adjacent streets or rights-of-way. The real property described above, and any rights or appurtenances are referred to in this Contract as the "Property." ARTICLE II SALES PRICE Amount and Payment of Sales Price 2.01. The sales price for the Property will be the sum of Three Hundred Eighty -Eight Thousand, Six Hundred Eighty-four and No/100 Dollars ($388,684.00), which will be payable in cash at the closing. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations in this Contract 3.01. Purchaser's obligations under this Contract are subject to the Seller complying with all of the covenants, agreements, and conditions required by this Contract and the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or before the closing). 12-0(0 - 03-09- 9R/ 1 ��3 Preliminary Title Report 3.02. Within 30 days after the date of execution of this Contract, Seller will obtain for the Purchaser from Heritage Title Company of Austin, Inc., 401 Congress Ave., Suite 1500, Austin, Texas 78701, Attn: John Bruce (the "Title Company") a preliminary title report (the "Title Report"), accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. Purchaser will have 10 days after receipt of the Title Report to review and approve it (the "Title Review Period"). In the event that any portion of the Title Report or the condition of title as set forth therein is unacceptable to Purchaser, Purchaser must, within the Title Review Period, give Seller written notice of its objections to the Title Report. In the event that Purchaser delivers written objections to the Title Report to Seller within the Title Review Period, Seller may, at Seller's option, promptly undertake to eliminate or modify all objected matters to the reasonable satisfaction of Purchaser. Seller shall be under no obligation to incur any costs whatsoever in connection with any title matters that Purchaser objects to. In the event Seller has been unable or is unwilling (in Seller's sole discretion) to cure any such objections within the 10 -day period after the date Seller receives Purchaser's objections, then, and in such event, Purchaser may, at its option, either terminate this Contract (whereupon the Escrow Deposit (as defined herein), less any non-refundable amounts, shall be immediately returned to Purchaser), or Purchaser may waive any such objections, and the transaction contemplated hereby shall be consummated as provided herein. In the event Seller has not yet satisfied each and every of Purchaser's stated title objections within the 10 -day period after the date Seller receives Purchaser's objections, or at such earlier date as Seller may elect, Seller shall be entitled to notify Purchaser in writing ("Seller's Title Objection Notice") of any of Purchaser's title objections which Seller is unable to, or elects not to, satisfy. Within three (3) days following Seller's Title Objection Notice, Purchaser shall elect to either (i) terminate the Contract, whereupon Purchaser shall be entitled to a full refund of the Escrow Deposit (less any amounts that have become non-refundable under any applicable indemnity provisions), or (ii) waive those title objections specified in the Seller's Title Objection Notice which Seller has not satisfied and proceed to Closing. In the event Purchaser elects to proceed to Closing (or is deemed to have so elected to proceed to Closing), all of Purchaser's objections to title and survey matters shall be deemed to waived and shall constitute permitted exceptions to the Property. In the event Purchaser fails to elect (i) or (ii) in writing within such three (3) day period, then, and in such event, Purchaser shall be deemed to have elected (ii). Survey 3.03. Purchaser has previously caused Baker-Aicklen & Associates, Inc. to prepare a survey of the Property, which is dated June 29, 2005. Purchaser has reviewed said survey and finds that it is acceptable. 2 66 Environmental Assessment 3.04. Within 30 days after the date of execution of this Contract, Purchaser, at Purchaser's expense, will provide a current Environmental Assessment Report for the Property prepared by an environmental specialist acceptable to Purchaser. Purchaser will deliver a copy of such Environmental Assessment Report to Seller within 1 day after it is obtained. Purchaser will have 10 days after receipt of the Environmental Assessment Report to review and approve it (the "Environmental Review Period"). In the event any portion of the Environmental Assessment Report is unacceptable to Purchaser, Purchaser must, within the Environmental Review Period, give Seller written notice of its objections to the Environmental Assessment Report. In the event that Purchaser delivers written objections to the Environmental Assessment Report to Seller within the Environmental Review Period, Seller may, at Seller's option, promptly undertake to correct or remedy all objected matters described in the Environmental Assessment Report to the reasonable satisfaction of Purchaser. Seller shall be under no obligation to incur any costs whatsoever in connection with any environmental matters that Purchaser objects to. In the event Seller has been unable or is unwilling (in Seller's sole discretion) to cure any such objections within the 10 day period after the date Seller receives Purchaser's objections, then, and in such event, Purchaser may, at its option, either terminate this Contract (whereupon the Escrow Deposit (as defined herein), less any non-refundable amounts, shall be immediately returned to Purchaser), or Purchaser may waive any such objections, and the transaction contemplated hereby shall be consummated as provided herein. In the event Seller has not yet satisfied each and every of Purchaser's stated environmental objections within the 10 -day period after the date Seller receives Purchaser's objections, or at such earlier date as Seller may elect, Seller shall be entitled to notify Purchaser in writing ("Seller's Environmental Objection Notice") of any of Purchaser's environmental objections which Seller is unable to, or elects not to, satisfy. Within three (3) days following Seller's Environmental Objection Notice, Purchaser shall elect to either (i) terminate the Contract, whereupon Purchaser shall be entitled to a full refund of the Escrow Deposit (less any amounts that have become non-refundable under any applicable indemnity provisions), or (ii) waive those title objections specified in the Seller's Environmental Objection Notice which Seller has not satisfied and proceed to Closing. In the event Purchaser elects to proceed to Closing (or is deemed to have so elected to proceed to Closing), all of Purchaser's objections to environmental matters shall be deemed to waived and shall constitute permitted exceptions to the Property. In the event Purchaser fails to elect (i) or (ii) in writing within such three (3) day period, then, and in such event, Purchaser shall be deemed to have elected (ii). ARTICLE IV PURCHASER'S OBLIGATIONS Conditions to Seller's Obligations in this Contract 4.01. The Seller's obligations under this Contract are subject to the Purchaser complying with all of the covenants, agreements, and conditions required by this Contract and the satisfaction of each of 3 1318. the following conditions prior to the Closing (any of which may be waived in whole or in part by Seller at or before the closing): (1) the rezoning to C-1 a of both (i) Seller's remaining portion of Lot 1, Block A, Oakmont Centre Section Seven, a Subdivision Recorded in Cabinet I, Slides 296-297 of the plat records of Williamson County, Texas; and Lot 1, Oakmont Centre Section Four, a subdivision in Williamson County, Texas, according to the map or plat thereof, recorded in Cabinet F, Slide(s) 328-329 of the Plat Records of Williamson County, Texas (2) A full access driveway (left and right, ingress and egress) from Seller's property known as Lot 1, Oakmont Centre Section Four, a subdivision in Williamson County, Texas, according to the map or plat thereof, recorded in Cabinet F, Slide(s) 328-329 of the Plat Records of Williamson County, Texas, onto Chandler Road will be legally permitted (with a median cut when appropriate) at a location that will align with the proposed Scott & White driveway; and A full access driveway from Seller's remaining portion of Lot 1, Block A, Oakmont Centre Section Seven, onto Oakmont Drive will be legally permitted at a location no closer than two hundred feet (200') south of Chandler Road. (3) ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER 5.01. Seller represents and warrants to Purchaser, as of the Closing Date (as hereinafter defined,) as follows: (1) To Seller's knowledge, without independent investigation, there are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers; (2) Except for the condemnation proceeding started by the City of Round Rock, to Seller's knowledge, without independent investigation, there is no pendinor threatened condemnation or similar proceeding or assessment affecting the Property, or any part of it, nor to the best knowledge of Seller is any proceeding or assessment contemplated by any governmental authority; and To Seller's knowledge, without independent investigation, Seller has complied with all applicable laws, ordinances, regulations, and restrictions relating to the Property, or any part of it (3) 4 ARTICLE VI CLOSING 6.01. The closing will be held at the Title Company, on or before May 31, 2006 (the "Closing Date") or at the date, time and place agreed upon by Seller and Purchaser. 6.02. At the closing Seller will: (1) Deliver to Purchaser a properly executed and acknowledged Special Warranty Deed conveying indefeasible title in fee simple to all of the Property, free and clear of all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General ad valorem real estate taxes for the year of closing and subsequent years not yet due; (b) Any title, survey, or environmental exceptions approved, permitted, or waived by Purchaser in accordance with Article III of this Contract; and (c) Any other exceptions approved by Purchaser in writing or not objected to by Purchaser or waived by Purchaser. (2) Deliver to Purchaser a Texas Owner's Title Policy, at Purchaser's expense, issued by Title Company, in Purchaser's favor in the full amount of the sales price, insuring Purchaser's fee simple title to the Property subject to the title exceptions listed above, to any other exceptions approved in writing by Purchaser, and to the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, with the following exceptions: (a) The boundary and survey exceptions will be deleted (at Purchaser's expense); (b) The exception as to restrictive covenants will either be endorsed "None of Record" or will list only exceptions approved, permitted, or waived by Purchaser in accordance with Article III of this Contract; and (c) The exception as to the lien for taxes will be limited to the year of closing and will be endorsed "Not Yet Due and Payable." (3) Deliver to Purchaser possession of the Property. 6.03. At the Closing, Purchaser will pay the cash portion of the sales price. 5 6 1 6.04. General ad valorem real estate taxes for the year in which the Closing occurs relating to the Property will be prorated as of the Closing Date and will be adjusted in cash at the closing. If the closing occurs before the tax rate is fixed for the current year, the apportionment of taxes will be estimated on the basis of the tax rate for the preceding year applied to the latest assessed valuation and adjusted between Seller and Purchaser within thirty (30) days following the date when exact amounts are available. All special taxes and/or road district assessments to the Closing Date will be paid by Seller. 6.05. All costs and expenses of closing in consummating the sale and purchase of the Property will paid as follows: Owner's Title Policy paid by Purchaser; Title Company fees paid by each equally; Environmental assessment paid by Purchaser; Survey paid by Purchaser; Filing fees for Deed paid by Purchaser; All other filing fees paid by Seller; Title curative matters, if any, paid by Seller; Attorney's fees paid by each respectively; and Real estate commission paid by Seller. ARTICLE VII REAL ESTATE COMMISSIONS 7.01. Each party hereto represents to the other that such respective party has not authorized any broker or finder to act on such party's behalf in connection with the sale and purchase hereunder. Each party hereto agrees to indemnify and hold harmless the other party from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding (except as set forth in this contract) alleged to have been made by such party with any broker or finder in connection with this contract or the transaction contemplated hereby. This obligation shall survive the Closing or any earlier termination of this Contract. ARTICLE VIII ESCROW DEPOSIT 8.01. For the purpose of securing the performance of Purchaser under the terms of this Contract, Purchaser agrees to deliver to Title Company, within 3 days of the Effective Date of this Contract, the sum of Five Thousand Dollars ($5,000.00) (the "Escrow Deposit"), which will be paid by the Title Company as directed in this Contract. If the transaction contemplated by this Contract closes, then at the closing, the Escrow Deposit will be paid over to Seller and applied to the cash portion of the sales price, provided, however, that in the event the Purchaser has given written notice to the Title Company that one or more of the conditions to its obligations set forth in Article III have not 6 /(5/ been met, or, in the opinion of Purchaser, cannot be satisfied, as provided for in Article III, then the Escrow Deposit will be immediately returned by the Title Company to Purchaser. ARTICLE IX BREACH BY SELLER 9.01. If Seller fails to fully and timely perform any of its obligations under this Contract or fails to consummate the sale of the Property for any reason, except because of a Purchaser's default, and such Seller's default is not cured within 20 days after Seller's receipt of a written notice of default from Purchaser, Purchaser may, as its sole and exclusive remedies, either: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit will be returned by the Title Company to Purchaser. ARTICLE X BREACH BY PURCHASER 10.01. In the event Purchaser fails to fully and timely perform any of its obligations under this Contract or fails to consummate the purchase of the Property, if Seller is not in default under this Contract, and such Purchaser's default is not cured within 20 days after Purchaser's receipt of a written notice of default from Seller, Seller may, as its sole and exclusive remedy receive the Escrow Deposit from the Title Company as liquidated damages for the failure of Purchaser to perform the duties imposed on it by the terms of this Contract. Seller agrees to accept this cash payment as total damages and as Seller's only remedy under this Contract in the event of Purchaser's default. (1) of Seller. ARTICLE XI MISCELLANEOUS Assignment of Contract This Contract may not be assigned by Purchaser without the express written consent Survival of Covenants (2) 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 by this Contract, will survive the closing. Notice (3) Any notice required or permitted to be delivered under this Contract will be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addressed to either Seller or Purchaser, as appropriate, at the address set forth opposite the signature of that party. /56 Texas Law to Apply; Venue (4) This Contract will be construed in accordance with the laws of the State of Texas, and all obligations of the parties created under this Contract are performable in Williamson County, Texas. The venue for any dispute, action, or proceeding with respect to this Agreement shall be in the state or federal district courts of Williamson County, Texas. Parties Bound (5) This Contract will be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted by this Contract. Legal Construction (6) In case any one or more of the provisions contained in this Contract for any reason is held invalid, this invalidity will not affect any other provision of this Contract, which will be construed as if the invalid or unenforceable provision had never existed. Prior Contracts Superseded (7) This Contract constitutes the only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Contract. Time of Essence (8) Time is of the essence in this Contract. Threat of Condemnation (10) Purchaser and Seller agree that the Property is being conveyed at Closing under the "imminence of condemnation" as such term is defined in the United States Internal Revenue Code. AS -IS , WHERE -IS (11) A. GENERAL. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY THE PURCHASER IN ORDER TO ENABLE THE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF PROJECTS SUCH AS THE PROPERTY AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS, AND THAT PURCHASER HAS CONDUCTED OR 8 WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, THAT MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE PROPERTY ON AN AS -IS, WHERE -IS AND WITH ALL FAULTS BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. PURCHASER DISCLAIMS RELIANCE UPON ALL ORAL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. THE PURCHASE PRICE IS A DISCOUNTED PURCHASE PRICE REPRESENTING THE FACT THAT THE PROPERTY IS BEING PURCHASED BY PURCHASER ON AN AS -IS, WHERE -IS AND WITH ALL FAULTS BASIS. PURCHASER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO HAVE BEEN MADE OR GIVEN, BY THE SELLER. PURCHASER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. B. SPECIFIC. WITHOUT LIMITING THE GENERAL PROVISIONS OF PARAGRAPH A OF ARTICLE XI, SECTION (11) ABOVE, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, AS TO (a) MATTERS OF TITLE, (b) ZONING, (c) TAX CONSEQUENCES, (d) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (e) AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (f) OPERATING HISTORY OR PROJECTIONS, (g) VALUATION, (h) GOVERNMENTAL APPROVALS, (i) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY, AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. PURCHASER FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER IS NOT REPRESENTING OR WARRANTING THAT ANYTHING CAN OR WILL BE ACCOMPLISHED THROUGH PURCHASER'S OR SELLER'S EFFORTS WITH REGARD TO THE PLANNING, PLATTING OR ZONING PROCESS OF THE CITY OR COUNTY IN WHICH THE PROPERTY IS LOCATED OR ANY OTHER GOVERNMENTAL OR MUNICIPAL AUTHORITIES, BOARDS OR ENTITIES. PURCHASER FURTHER ACKNOWLEDGES THAT 9 po SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGULATION OF THE STATE OF TEXAS OR THE CITY OR COUNTY IN WHICH THE PROPERTY IS LOCATED, OR ANY OTHER AUTHORITY OR JURISDICTION. C. EXCLUDED ITEMS. NOTWITHSTANDING ANY SEEMING CONTRADICTION, IT IS AGREED AND UNDERSTOOD THAT THE PROVISIONS OF THIS ARTICLE XI, SECTION (11) ARE LIMITED SO AS NOT TO BE CONSTRUED AS DIMINISHING OR NEGATING (a) SELLER'S RESPONSIBILITY FOR ANY REPRESENTATIONS PROVIDED IN THE CONTRACT (BUT ONLY TO THE EXTENT EXPRESSLY PROVIDED AND FOR THE DURATION STATED HEREIN), AND (b) ANY WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING. D. INCORPORATION INTO DEED. IT IS AGREED AND UNDERSTOOD THAT THE TERMS AND PROVISIONS OF THESE PARAGRAPHS A THROUGH D OF THIS ARTICLE XI, SECTION (11) SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY DEED TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING. PURCHASER SHALL SIGN THE SPECIAL WARRANTY DEED AT CLOSING TO FURTHER EVIDENCE PURCHASER'S ACCEPTANCE OF THE PROPERTY SUBJECT TO THE PROVISIONS CONTAINED IN THESE PARAGRAPHS A THROUGH D OF THIS ARTICLE XI, SECTION (11). No Recordation (12) Seller and Purchaser hereby acknowledge that neither this Contract nor any memorandum or affidavit thereof shall be recorded of public record in Williamson County, Texas, or any other county in Texas. Should Purchaser ever record or attempt to record this Contract, or a memorandum or affidavit thereof, or any other similar document, then, notwithstanding anything herein to the contrary, said recordation or attempt at recordation shall constitute a default by Purchaser hereunder that is not subject to cure, and, in addition to the other remedies provided for herein, Seller shall have the express right to terminate this Contract (and retain all Earnest Money) by filing a notice of said termination in the applicable real property records for Williamson County, Texas, or any other county in Texas. Third Party Reports (13) It is agreed and understood that Seller shall have no responsibility or liability for the contents of any and all reports, studies, surveys, or investigations of the Property prepared by third parties. All such reports, studies, surveys, and investigations provided by Seller to Purchaser in connection herewith are provided solely to accommodate Purchaser's requests for them. If such 10 reports, studies, surveys, and investigations are found to misrepresent facts or otherwise to be in error in any way, Purchaser waives any and all claims against Seller arising therefrom. No Oral Modification; No Oral Waiver; Knowledge Standard (14) The Contract may not be modified or amended, except by an agreement in writing signed by both the Seller and the Purchaser. The parties may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such conditions or obligations. For purposes of this Contract, wherever the term "knowledge" or "belief' or words of similar import are used with respect to the Seller, such knowledge or belief shall be limited to the actual knowledge of Brian R. Burke. Notices Required By Law (15) A. Notice Regarding Possible Annexation. If the Property is located outside of the limits of a municipality, the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts it boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Property for further information. B. Notice Regarding Possible Liability for Additional Taxes. If for the current ad valorem tax year the taxable value of the Property that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the Property at less than its market value, the person to whom the Property is transferred may not be allowed to qualify the Property for that special appraisal in a subsequent tax year and the Property may then be appraised at its full market value. In addition, the transfer of the Property or a subsequent change in the use of the Property may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the Property. The taxable value of the Property and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the Property is located. C. Notice Regarding Possible Location in a Municipal Utility District. The Property which you are purchasing may be located in a MUNICIPAL UTILITY DISTRICT (the "District"). The District may have taxing authority separate from any other taxing authority, and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. 11 66 Rollback Taxes (16) Any rollback taxes levied against the Property relating to any period prior to the date of Closing due to a change in use or ownership of the Property, will be paid by Purchaser. The agreements of the parties under this paragraph will survive Closing. Notices (17) In addition to the party specified in the contract, all notices from Purchaser to Seller in connection with the contract must be sent to the following parties: Stahl, Bernal & Davies, L.L.P. Attn: Brent G. Stahl 7320 N. MoPac, Suite 211 Austin, Texas 78731 Fax: (512) 346-2712. In addition to the party specified in the contract, all notices from Seller to Purchaser in connection with the contract must be sent to the following parties: Sheets & Crossfield, P.C. Attn: Stephan L. Sheets 309 E. Main St. Round Rock, Texas 78664 Fax: (512) 255-8986 The Effective Date of execution of this Contract is the date executed by the Purchaser. 3�3 12 SELLER CHANDLER CREEK, LP by: Chandler Creek Company, a Delaware corporation, its general partner By. � �' -/Z ian R. Burke, President Date Signed: 2/Z,/o 1805 Garry Street, Suite 100 Santa Ana, CA 92705 , its 13 [address] [date] Christine Martinez, City Secretary PURCHASER City • R. • - ' • b ,741111, axwell, its Mayor 221 E. Main Street Round Rock, Texas 78664 3 - ` - 0(.0 [date] RECEIPT Receipt of [ ] copy of Contract and [ ] $5,000 Earnest Money in the form of a corporate check is acknowledged. Date: Title Company Texas By: ,Escrow Agent t3i° 14