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Contract - KR CC, Inc. - 1/26/2017 fi - E i I fi ASSIGNMENT AND ASSUMPTION AND LEASE-BACK AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AND LEASE-BACK AGREEMENT (this "Ageement") is made and entered into as of this 1't day of February, 2017, by KR CC, Inc., a Delaware corporation (the "Assig or") and the City of Round Rock, Texas, a Texas local government home rule corporation(the RECITALS: WHEREAS, Assignor, as Buyer, is the assignee - of that certain Commercial Contract-Unimproved Property effective as of May 19, 2016 (the "Bodes Contract", •a true and correct copy of which is attached hereto as Exhibit A), with David and Susan Boyles,as Seller(the"Seller"); and i. WHEREAS,pursuant to the Boyles Contract,Assignor has agreed to purchase and Seller has agreed to sell that certain real and personal property in Round Rock, Texas as further described in the Boyles Contract(the"Pro eft "); WHEREAS,the Property consists of approximately 1.5 acres of land located at 3309 Palm Valley Blvd. E. in Round Rock, Texas, as further described on Exhibit B attached hereto (the "Land"); WHEREAS, Assignor, KR Acquisitions LLC, a Delaware limited liability company ("Developer") and City have entered into that certain Master Development Agreement(the"Master Development Agreement")pursuant to which Assignor and Developer will develop the Property; WHEREAS, pursuant to this Agreement and the Master Development Agreement, j Assignor has agreed to assign, and City has agreed to take assignment of the Boyles Contract and close on the purchase of the Property pursuant to such Boyles Contract and this Agreement; WHEREAS, pursuant to the Master Development Agreement, Assignor and City have entered into that certain Ground Lease Agreement dated as of December 20, 2016 (the "Ground Lease");and E WHEREAS, pursuant to this Agreement and the Ground Lease, Assignor and'City have agreed to amend the Ground Lease to add the Land to*the Ground Lease, pursuant to that certain First Amendment to Ground Lease of even date herewith, the form of which is attached hereto as Exhibit C(the"First Amendment to Ground Lease"), 1 • ff t o 1 AGREEMENT: NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Assignor and City hereby agree as follows: 1. Defined Terms. Terms utilized but not defined herein, or otherwise noted, shall have the meanings set forth in the Master.Development Agreement i 2. Assignment and Assumption. Assignor hereby assigns all of its right, title and interest in and to,and delegates all of its related obligations under the Boyles Contract to City. City hereby assumes and agrees to be bound by the terms of the Boyles Contract and agrees to perform all of Assignor's obligations thereunder with regard to the Boyles Contract as if City had been the party originally named as"Buyer"therein. f 3. Acquisition of the Property. -City hereby agrees to acquire'the Property pursuant to the terms and conditions of the Boyles Contract. Assignor shall assist and facilitate the closing on F the acquisition of the Property (the "Closin ") which shall occur on February 1, 2017, unless otherwise agreed upon by the parties hereto(the"Closing Date"). 4. Lease-Back of Land. Concurrent with the Closing, Assignor and City shall enter into the First Amendment to Ground Lease. ' 3 t 1 5. Closing and Closing Deliveries for Assignment and Assumption and Lease-Back. The Closing shall take place at the offices of First American Title Insurance Company (the "Escrow Agent') on the Closing Date. At the Closing and to the extent not previously executed j and delivered, the Assignor, City and Developer, as applicable, shall execute and deliver to each of the following: a. This Agreement; } i b. The First Amendment to Ground Lease; and c. That certain First Amendment to Memorandum of Ground Lease of even date herewith and attached hereto as Exhibit C. E Assignor and City further agree to execute escrow instructions substantially in the form attached hereto as Exhibit D (the "Escrow Instructions") to enable the Escrow Agent to comply with the terms of this Agreement and the Boyles Contract. f 2 f i I 6. Closing and Closing on Purchase of Property. At the Closing, City shall close on the acquisition of the Property pursuant to the Boyles Contract and the Escrow Instructions. The deed, title policy, affidavits, settlement statement, and other closing documents for the acquisition of the Property shall be approved by Assignor prior to execution at the Closing. All costs, taxes, fees or other expenses payable by the "buyer" with respect to the Closing shall be j . t the responsibility of Assignor and shall be paid directly or funded into the Escrow Agent on or before the Closing Date for disbursement at the Closing. 7. Acceptance of the Land. City acknowledges and agrees that, upon its acquisition of the Land, it accepts the Land in an' "AS IS, WHERE IS" condition and Assignor 3 E acknowledges and agrees that City has not agreed and has no obligation to make any representations or warranties as to the condition to title or physical condition of the Land and has no obligations to improve the Land, except as specifically set forth in the Master Development i Agreement or herein. 8. Representations and Warranties of Assign, or, Assignor represents,warrants, and covenants to City, that Assignor has full right,power, and authority to enter into this Agreement i and execute the transaction contemplated hereby, and that the signatory hereunder has full right, r power,and authority to execute this Agreement. 1 9. Representations and Warranties of City. City represents,warrants, and covenants to Assignor, that City has full right, power, and authority to enter into this Agreement and execute the transaction contemplated hereby, and that the signatory hereunder has full right, power,and authority to execute this Agreement. !( 10, Brokers. Assignor and City each hereby represent and warrant that neither party i i has dealt with any broker in connection with this Agreement and there are no unpaid brokerage commissions or finders' fees payable in connection herewith, except for set forth in the Boyles € Contract. Assignor shall indemnify and hold City harmless, including reasonable attorney's fees, from any claim made by any broker, including,but not limited to, any brokers, in respect of this Agreement.This indemnification shall survive the termination of this Agreement. 11. Mutual Assistance, Further Assurances. Assignor and City will do all things j reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and the transactions contemplated hereby. Assignor and City agree to furnish to each other such further information, execute and deliver such other documents and do all such other acts and things as may be necessary or appropriate to evidence, document or conclude the transactions s contemplated hereby I 3 i s 3 12. Counterparts. This Agreement may be executed, by original signature, facsimile or electronic signature, in counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. ! 13. Headings. The captions or headings herein are for convenience only and in no F way define,limit or describe the scope or intent of any provision of this Agreement.' t 14. Binding Effect,• Entire Agreement. This Agreement shall be binding on and inure to the benefit of Assignor and City,their respective successors and assigns. This Agreement,the Master Development Agreement, the Ground Lease and the Economic Development Program Agreement constitute the entire agreement between Assignor and City, and supersede all prior 1 agreements,whether oral or written,covering the subject matter of this Agreement. 15. Assignment. Except as provided herein,neither party shall assign all or part of its Illi rights and obligations to a third party without the express written consent of the other party unless such assignment is a collateral assignment to a lender. Assignor may assign all or part of its rights and obligations under this Agreement to an entity that is controlled by or under common control with the Assignor, and shall provide a copy of the assignment to the City within fifteen (15) days after the effective date of the assignment. The City may not assign this l Agreement. j 16. Amendment. This Agreement may be amended only by the mutual written agreement of Assignor and City. 17, Notice. Any notice and or statement required and permitted to be delivered shall be deemed delivered by actual delivery, by electronic mail, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: If to City: City of Round Rock 221 E. Main Street i Round Rock;TX 78664 Attn: City.Manager Phone:(512)218-5400 1 Email: cityinanager@roundrocktexas.gov f F i I ! ! g 4 i F i i 1 j With a required copy to: Sheets&Crossfield 309 E.Main Street Round Rock,TX 78664 Attn: Stephan L. Sheets Phone:(512)255-8877 Email: steve@scrrlaw.com If to the Assignor: KR CC,Inc. P.O.Box 590 1305 Kalahari Drive Wisconsin Dells,WI 53965 Attn: Mary Bonte Spath Phone:(608)254-5320 Email:mbonte@kalahariresorts.com With required copy to: Shupe Ventura Lindelow&Olson,PLLC 9406 Biscayne Blvd. Dallas,Texas 74218 Attn: Misty Ventura Phone: (214)328-1101 Email:misty.ventura@svlandlaw.com Michael Best&Friedrich LLP One South Pinckney Street, Suite 700 Madison,Wisconsin 53703 Attn: Michael S. Green Phone: (608)257-7482 , j Email: msgreen@michaelbest.com I Either party may designate a different address at any time upon written notice to the other party. 18. Interpretation. Each of Assignor and City has been represented by counsel of their choosing in the.negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, however its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any party. j 5 i i 1 I I 19. Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laws of the State of Texas and venue shall lie in Williamson County,Texas. 20. Severability. In the event any provisions of this Agreement are illegal, invalid or unenforceable under present or future laws, and in that event, it is the intention of Assignor and City that the remainder of this Agreement shall not be affected. It is also the intention of Assignor and City that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal,valid or enforceable and is 3 as similar in terms as possible to the provision found to be illegal,invalid or unenforceable. j 21. No Third Party Beneficiaries, This Agreement is not intended to confer any rights,privileges,or causes of action upon any third party. 22. No Joint Venture. It is acknowledged and agreed by the parties hereto that the terms hereof are not intended to and shall not be deemed to create any partnership or joint venture among Assignor and City. The City, its past,'present and future officers, elected . i officials,employees and agents, do not assume any responsibilities or liabilities to any'third party 3 in connection with the development of the Project or the design, construction or operation of any : i portion of the Project. [Signature Page Follows] 1 i 6 ' f IN WITNESS WHEREOF,Assignor and City have executed this Agreement'as of the date first above written. ASSIGNOR: CITY: KR CC,INC. CITY OF ROUND ROCK TEXAS a Delaware corporation a Texas local government home rule corporation �krj� By: By: //�----� Name: t.6ld f. Soo Fe f 11 Alan McGraw,Mayor Title: (:--o 3 i s K i f ' k 3 i i t F(� f f [Signature page to Assignment and Assumption and Lease-Back Agreement] • s i k 1 e 1 EXHIBIT A BOYLESCONTRACT jAttached heretol s • E ( • ' i 37� I 7: I ( 3� i S it 3 i i 3 Exhibit A f 5 kSf 1 1 l TEXAS.ASSOCIATION OF R.EAL.TORSO I COMMERCIAL CONTRACT , IMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OFTHE TEXAS ASSOCIATION OF REALTORSO IS NOT AUTHORIZED, ®Texas Assaclatlon of REALTORS®,Inc.2016 - 1 1. PARTIBS: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2, Buyer agrees ' to buy the Property from Seller for the sales price stated in Paragraph 3.The parties to this contract are: Seller: David Boyles Susan Bol zles Address: 33o9 palm 'Valley Blvd Z, Round Book TX 78665 E Phone: (512)633-2Q99E-mail: david_ oyIP-s2doll com Fax: Other: i f Buyer: KR 1accMieitions LLC a Delaware limited liability, compan�r t Address: P.o. Box 590 Wisconsin Dells WI 53965 ' Phone: (.608)259-5230 E-mail: tnelsgn@kalahaKiresorts.com i Fax: Other: I 2. PROPERTY: A. "Property" means that real property situated in Witi i amoon County,Texas at. 8209 Palm Vall!�_yd Rook, TX 78 6 6.5 (address) and that is legally described on the attached Exhibit or as fellows; Lot 1 of B71<RTIL TFLANDER SUBDIVISION, an addition in and to the City of � 1 Round ):tock, Williamson County, Texas, according to the map or plat thereof recorded in Cabinet H, Slide. 126, Plat Records, Williamson County, Texas, and Correction of Plat Dedication recorded in Volume 1419, Page 416, Official Records of Williamson County, Texas, 3 1 B. Seller will sell and convey the Property together with: r I (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and Interest In any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way; (3) Seller's interest In all leases, rents, and security deposits for all or part of the Property; j (4) Seller's interest In all licenses and permits related to the Property; I (6) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on the,Property that is used in connection with the { Property's operations except: i Any personal property not Included in the sale must be removed by Seller prior to closing. i (Describe any exceptions, reservations, or restrictions In Paragraph 12 or an addendum.) j (if mineral rights are to be reserved an appropriate addendum should be attached.) i (if the property is a condominium, attach Commercial Contract Condominium Addendum(TAR-1930).) 3. SALES PENCE; At or before closing, Buyer will pay the following sales price for the Property: k A. Cash portion payable by Buyer at closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1119 1000,go {f B. Sum of all financing described in Paragraph 4 . . . . . . . . . . . . . . . . . . . . . . . . . . $ , C. Sales price(sum of 3A and 36) . . . . . . . . . . . . 0. . , . . , .. . . . . . . . . . . . ... . .. $__ 1,100,000.00 (TAR-1801)1-1-16 Initiated for Identification by Seller , �'" and Buyer Page 1 of 14 f Summit Commercial Industrial Properties,Inc.20 Chisholm Trail Round Rock,TX 78681 Mae:(512)244.9707 Far (512)244-9519 Jim Roles Boyles-Palm Valiey produced with zipForm®byzlpLoglx 18070 FIRoen Mllo Road,Fraser,Michigan 48026 KmzIgLWbLcom. I f I i� Commerclpl Contract-Improved Property concerning 3509 Palm Valley Blvd E, Round -Rock,, TX 78665 1, i 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 38 as follows: ❑ A. Third Party Finanoina: One or more third party loans in the total amount of$ This contract: i Ci (1) Is not contingent upon Buyer obtaining third party financing. j ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial i Contract Financing Addendum (TAR-1931), i D B, Assumption: in accordance with the attached Commercial Contract Financing Addendum (TAR-1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be$ i ❑ C. Seller Financier: The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of the attached Commercial Contract f=inancing Addendum (TAR-1931) in the amount of i $ 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit$20,000.oo as earnest mone with First American Title Insurance Company (title(title company at 10 W. Mifflin St:, Sui.t:a 302, Madison, W1 (address) Christopher S. Zak (closer). i If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of E. Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits i the earnest money. B. Buyer will deposit an additional amount of$ with the title company to be made part of the earnest monoy on or before: ❑ (f) _______r_—_._days after Buyer's right to terminate under Paragraph 713 expires,or i ❑ (fi) Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 513 within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. l i C. Buyer may Instruct the title company to deposit the earnest money in an interest-bearing account at a federally Insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY,SURVEY,AND UCC SEARCH: � i A. Title Policy: ' 3rnyy�r'S (1) Seller, at 43ei ''s expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) ; Issued by any underwriter of the-title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to:- (a) o:(a) those title exceptions permitted by this contract or as may be approved by Buyer in writing;and i (b) the standard printed exceptions contained in the promulgated form of title policy unless this. contract provides otherwise. j (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary i lines,or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. ® (b) will be amended to read"shortages in areas"at the expense of M Buyer ❑ Seller. (3) Within 15 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. i i f (TAR-1801)1-1-16 initialed for Identification by Seller and Buyer-: Page 2 of 14 j PmducedtvtlhzipForm9byxtpl.o0lx 10070 Filloon Mile Road,Praw,Mlchkan 48020 vNNrziol.00lx com Boyles-Palm Valley l I j f I i i I i Commercial Contract-Improved property concerning 3309 Palm Valle Slvd. E. Round Rock TX 78665 r. B. $uug Within 129days after the effective date: 1 � M (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/ACBM Land Title Survey 1 standards, or (Il) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition.Seller will reimburse Buyer so eo (insert - amount) of the cost of the survey at closing,if closing occurs. 13 (2) Seller, at Seller's expense,will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the; (1) ALTAIACSM Land Title Survey standards, or (11) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. 13 (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey, If the existing survey Is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the f acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey Is not acceptable to the title company, The closing date will be extended daily i up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller (Insert amount) of the cost of the new or updated survey at closing,if closing occurs. . E s C, 41G�Search: l O (1) Within., days after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform I Commercial Code (UCC) search prepared by a reporting service and dated after the effective date. i The search must identify documents that are on file with the Texas Secretary of State and the I county where the Property Is located that relate to all personal property on the Property and show, as debtor, Seller and all other owners of the personal property in the last 5 years. M (2) Buyer does not require Seller to furnish a UCC search. D. Buyer's Objections tc the Commitment SuLygyyand UCC Search; (1) Within -10 days after Buyer receives the commitment, copies of the documents evidenetig the f title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a)the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the Items show that any part of the Property lies In a special flood hazard area (an "A" or "V" zone as defined by FEMA), If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (1)the date Buyer actually receives the survey; or(11)the deadline specified In Paragraph 613. (2) Seller may, but Is not obligated to, cure Buyer's timely objections within 15 days after Seller 1 receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seiler falls to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 6 days after the time by which Seller must cure the objections. if Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1),will be refunded to Buyer, I{ (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of commitment. Initialed (TAR-180i)1-1-16 Iniilaled far Idonliflcallon by Sellar L_, and Buyer + Page 3 of 14 iProducodtd8i9pForm5byz7pLogixi8O70Fil1eeaMiloRoad,Fiasa,Michton48628 mWAkWuTAM Boyles•PalmValley i I 1 . I Commercial Contract-Improved Property concerning 3309 Patin Vall(:yy Blvd E Round Rock, TX 78665 i l 7. PROPERTY CONDITION: � I A. Present Co 'o ; Buyer accepts the Property In its present condition except that Seller, at Seller's expense,will complete the following before closing; I E E • i 1 1 B, Feasibility Period; Buyer may terminate this contract for any reason within hqoe-LS• days after the 1 effective date (feasibility period) by providing Seller written notice of termination,(Check only one box.) i M (1) If Buyer terminates under this Paragraph 78,* the earnest money will be refunded to Buyer less $ 100,,oo that Seller will retain as Independent consideration for Buyer's.unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified In Paragraph 5A to the title company. The independent consideration Is to be credited to the sales price only upon closing of the sale. If no do lar amount is stated in is Paragraph JRW orJBit yer- a"Is tg deposit dieae rnest monU, Buyer will not have the to terminate under this Paragraph 76. i © (2).Not later than 3 days after the effective date, Buyer must pay Seiler$ as Independent consideration for Buyer's right to terminate by tendering such amount to Seiler or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to i Buyer and Seller will retain the independent consideration, The independent consideration will be credited to the sales price only upon closing of the sale, ifM d lar a ountJs gamed In this Paraigrraph 7812) or if Buyer falls to pay the independent consideration Buyer will nat have the right tp terminate under this Paragraph 7B. 1 C. Inspections. Studies or Assessments; i (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures)desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections,studies, or assessments. 1 (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance,of when the Inspectors or assessors will be on the Property; (c abide by any reasonable entry rules or requirements of Seller; (d� not Interfere with existing operations or occupants of the Property;and ' (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed, I " I (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury, t Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim Involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract, 1 , D. Property Information: 1 (1) [2elivery of Property Information:Withiri days after the effective date, Seller will deliver to i Buyer: (Check all that apply.) (TAR-1801)1-1-16 initialed for identification by Seller ,JL and Buyer_..V___1__ Page 4 of 14 Produced with zipFdmb by 7lplo91X 18070 FIReon'h1110 Road.Freser,Wch1Dan 48026 28ni09L4fllX= Boyles-Palm Valley I 3 . I I 3 i Commercial Contract-Improved Property concerning 3309 Pal •Va11ey Blvd E, , 1Round. Rock,_TX 78668 0 (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; © (b) copies of all current leases pertaining to the Property, including any modifications, supplements, j or amendments to the leases; l ❑ (c) a current inventory of all personal property to be conveyed under this contract and copies of any leases for such personal property; (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay In full on or before closing; 0 (e) copies of all current service, maintenance, and management agreements relating to the ownership and operation of the Property; 0 (f) copies of current utility capacity letters from the Property's water and sewer service provider; Q (g) copies of all current warranties and guaranties relating to all or part of the Property; 13 (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; 0 (1) copies of all leasing or commission agreements that currently relate to the tenants of all or part { of the Property; 1 Cl 0) a copy of the"as-built" pians and specifications and plat of the Property; L7 (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months Immediately preceding the effective date; I © (1) a copy of Seller's Income and expense statement for the Property from I to i CI (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses. made on or relating to the Property; r Cl (n) real&personal property tax statements for the Property for the previous 2 calendar years;and I Cl (o) Tenant reconciliation statements including, operating expenses, insurance and taxes for the Property from to ; and I CI (p) r (2) Return of Propert,V_Information: if this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check alt that apply.) I i iR) (a) return to Seller all those Items described in Paragraph 7D(1) that Seller delivered to'buyer In other than an electronic format and all copies that Buyer made of those Items; j Axl (b) delete or destroy all electronic versions of those items described in Paragraph 71)(1) that Sellar delivered to Buyer or Buyer copied; and i 0 (c) deliver copies of all inspection and assessment reports related to the Property that Buyer j completed or caused to be completed. This Paragraph 71)(2)survives termination of this contract, B. ,_Qontracts 6ffecOng Operations: Until closing, Seller; (1)will operate the Property in the same manner as on the effective date under reasonably prudent business'standards; and (2)will not transfer or dispose a of any part of the Property, any interest or right In the Property, or any of the personal property or other Items described in Paragraph 2B or sold under this contract,After the feasibility period ends, Seller may not enter Into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval, t 8. LEASES: I l A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to Its terms.Seller may not enter Into any new lease, fall to comply with any existing lease, or make any amendment or modification to any existing lease Without Buyer's written consent. Seiler must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; l 3 I 1 (TAR-1801)1-1-16 initialed for Identification by Seller , and Buyer ry Page 5 of 14 Fradueadwith zlpFolm>Dby2lpLo& 18o70FfhaenWeRead,Fraser,Michlgang8026 M 2pLca1xcom Boyles-Palm Valley I Commercial Contract-Improved Properly concerning 33Q9 2alm Valley Blvd >; Round Reck TX 78665 1 (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets ! or damages; (3) any non-occupancy of the leased premises by a tenant; (4) any advance sums paid by a tenant under any lease; I (5) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and I (6) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. j I B, Estoppel certificates:Within days after the effective date, Seller will deliver to buyer estoppel certificates signed not earlier than by each tenant that leases space i in the Property. The estoppel certificates must Include the certifications contained in the current version j of TAR Form 1938—Commercial Tenant Estoppel Certificate and any additional information requested by a third party lender providing financing under Paragraph 4 if the third party lender requests such l additional Information at least 10 days prior to the earliest date that Seller may deliver the signed estoppel certificates, , 9. BROKERS: A. The brokers to this sale are: Principal Broker: Cooperating Broker: t Agent: Agent: t Address: Address: i Phone&Fax: Phone&Fax: s 5-mall! E-Mail: t I License No.: License No.: i i I Principal Broker: (Check only one box.) Cooperating Broker represents Buyer, a represents Seller only. * represents Buyer only. GI Is an intermediary between Seller and Buyer. 3 B. fees: (Check only(1) or(2) below.) (Complete the,agreement Between Brokers on page 14 only if(1)is selected.) i , [� (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller, Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties'signatures to this contract. 1 0 (2) At the closing of this sale,Seller will pay: � Principal Broker a total cash fee of: Cooperating Broker a-total cash fee of: Q %of the sales price, d - --% of the sales price. The cash fees will be paid In County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. (TAR-1801)1.•1-18 Initiated for Identification by Seller,a,6 , i and Buyer 1 Page 6 of 14 i ProducsdvnlhslpFormtbyxtpLoplx IWOPiftoonMtloRoad,Fraser,Michlyand8026 v zlnlO.N mm 80yICS•('alltt valley y t 4 S f Commercial Contract-Improved Property concerning X309 Palm Valley Blvd E. Round Rook, Tx 78665 I NOTICE: Chapter 62, Texas Property Code, authorizes a ,broker to secure an earned'commission with a lien against the Property. "C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. I 10.CLOSING: A. The date of the closing of the sale(closing date)will be on or before the later of: ; (1) D days after the expiration of the feasibility period. 1 ® February 1, 2017 (specific data), l Q (2) 7 days after objections made under Paragraph 6D have been cured or waived, B. If either party falls to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a ❑general M special warranty deed. The deed must include a vendor's lien if any part of the sales price Is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract.Seller must convey the Property; (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyet assumes; (2) without any assumed loans in default;and i (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing,-Seller, at Seller's expense,will also deliver to Buyer. (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and clear of all liens, to any personal property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations; (a) licenses and permits; (b) maintenance, management, and other contracts;and I (c) warranties and guaranties; i (5) a rent roil current on the day of the closing certified by Seller as true and correct; (6) evidence that the person executing this contract is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the.title company to; (I)withhold from Seller's proceeds an 1 amount sufficient to comply applicable tax law; and (11) deliver the amount to the internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this i contract, the commitment, or law necessary for the closing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary, E. At closing, Buyer will; j] (1) pay the sales price In good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant In the Property a written statement that; (a) acknowledges Buyer has received and is responsible for the tenant's security deposit;and (b) specifies the exact dollar amount of the security deposit; (TAR-1801)1-1-16 Initialed for identification by Seller 41-1-6 -and Buyer Page 7 of 14 prodvoedvAthzpformauyzlpl.ogix1a070FlfleanMile Road.FMSer,Whlgan4e0285mzIptnoir.eom 9oyle5•PalmValley I i i I E , i ; E f i Commerclel Contract-Improved Property concerning 3309 Palm Valley Blvd E Round Rock, TX 78665 I ; (4) sign an assumption of all leases then In effect;and 7 ( ) 5 execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms In the I current edition of the State liar of Texas Meal Estate forms Manual without any additional clauses. . t 11.POSSESSION:Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear € and tear excepted.Any possession by Buyer before closing or by Seiler after closing that is not authorized l by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. i 12.SPECiAL PROVISIONS: The following special provisions apply and will control in the event of a conflict € with other provisions of this contract. (if special provisions are contained In an.Addendum, Identify the Addendum here and reference the Addendum in Paragraph 22D.) i seller will pay only the cosi of releasing and liens and tax prorzations to date of closing, Buyer will pay all expenses and closing costs designated as 1 Seller's expense in this Contract, including, without limitation, title policy and survey expanse, document preparation and escrow fees. Seller has one tenant on the property. That tenant will relinquish possession prior to closing. . I l . i ; ; i ; 1 j i 13.SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties 3 and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed and any bill of sale; (6) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and ' (7) other expenses that Seller will pay under other provisions of this contract. 13, Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; 1 (2) preparation fees of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard ihsurance as may be required by Buyer's fender; (5) one-half of any escrow fee; and (6) other expenses that Buyer will pay under other provisions of this contract. t (TAR-1801)1-1-16 Initlaled for idenlif rarion by Seller ,.,_and Buyer �,� Page a of 14 PmdueedwUh zipFbrm9 by zlpLoalx 10D70 Fifteen Mile ROO,Raser,Mlot IW 0028 vNnv ztoLootx com Lbyles•Pahn Valley E s I 3 z Commercial Contract-Improved Property concerning 3309 Palm VaJ.lev 8lYcl Z Round Rock, TX 78665_ 14.PROBATIONS: A. Proratlon i (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) if the amount of ad valorem taxes for the year In which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. if the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale clos'es become available. This Paragraph 14A(2)survives closing. I (3) if Buyer assumes a loan or Is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment } of additional taxes, penalties, or interest(assessments)for periods before closing, the assessments will j be the obligation of Seiler. If this sale or Buyer's use of the Property after closing results in additional i assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. 1 0. Rent and Securltv Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seiler for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by r the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing, j 16.DEFAULT: X,If Buyer fails to comply with this contract, Buyer Is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure i except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 70(4)which Seller may pursue, or (Check if applicable) I ❑ enferee e-pKMded-by4aw. j B. If,without fault,Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: f (1) terminate this contract and receive the earnest money, less any independent consideration under i Paragraph 713(1),as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 1513, If Seller falls to comply with this contract, Seller Is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. I 16.CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, I Seller must restore the Property to its previous condition as soon as reasonably possible and not later i than the closing date. If, without fault, Seller is unable to do so, Buyer may: (TAR-1801)1-1 16 Initialed for Identification by Seller , and Buyer Page 9 of 14 Ptadueodtvithzip>=omy%Dy7JPLa01x 18oyoFlaaonMIG Road,F(ase,Mlchi0an48020 Boyles•PalmValley I I I i Commercial Contract-Improved Property concerning 3509 Paim Valley Blvd r Round Rocks 'TX 78665 (1) terminate this contract and the earnest money, less any independent consideration under Paragraph { 7B(1),will be refunded to Buyer; 1 (2) extend the time for performance up to 15 days and closing will be extended as necessary;or (3) accept at closing: (1) the Property In its damaged condition; (il) an assignment of any insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (111) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss, i I B, If before closing, condemnation proceedings are commenced against any part of the Property, Buyer' I may: (1) terminate this contract by prdviding written notice to Seller within 15 days after Buyer is advised of i the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 76(9),will be refunded to Buyer; or i (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing parry in any legal i proceeding brought under or with relation to this contract or this transaction,such party is entitled to recover from.the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. i • i 18.ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title I company from all parties, B. If one party makes written demand for the earnest money, the title company will give notice of the i demand by providing to the other party a copy of the demand. If the title company does not receive 1 written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making j demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seiler. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. ! i E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested, Notices to the title company are effective upon receipt by the title company.. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for; (1) damages; (il) the earnest money; (fit) reasonable attorney's fees; and(iv)all costs of suit, G. M Seller D Buyer Intend(s)to complete this transaction as a part of an exchange of like•kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange, The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent i ��((�� Page10of14 i (1-A1i-1801)1-1-16 Initialed for Identiflcatlon by Seller�,_;1._.._and[3uyer 1 Produced vvllhzlpForrrO)byzlA auix 16070FIAaenMilo Road.Fraser,MichlganA8026 AxKvzlo o Izcom Boylos-palmv0lley l 1 Commercial Contract-Improved Property concerning ""meg Palm Walley Blvd. E Round RcjUk., 665 feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange falls to occur. i 19.MATERIAL FACTS: To the best of Seller's knowledge and belief:.(Check only one box.) j 0 A. Seller Is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement(TAR•-1408). 10 B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures,pits;waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property Is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea-formaidehyde foam Insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; I (6) any wetlands, as defined by federal or state law or regulation,on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any material physical defects in the improvements on the Property; or (11)any condition on the Property that violates any law or ordinance. ! { (Describe any exoepflons to(9)-(91)In Paragraph 12 or an addendum.) 20.NOTICES: All notices between the parties under this contract must be In writing and are effective when i hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1, The parties will send copies of any notices to the broker representing the patty to whom the notices are sent. 0 A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. 10 B. Buyer also consents to receive any notices by e-mail at Buyer's a-mail address stated in Paragraph 1, I 21,DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute } related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction, I 22.AGREEMENT OF THE PARTIES: 1 A. This contract is binding on the parties, their heirs, executors, representatives, successors, and { permitted assigns. This contract Is to be construed In accordance with the laws of the State of Texas, if any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this i contract shall not be affected thereby. I B, This contract contains the entire agreement of the parties and may not be changed except in writing. C. if this contract is executed In a number of identical counterparts, each counterpart Is an original and all i counterparts, collectively, constitute one agreement. I (TAR-1801)1-1-16 Initialed for identification by Seller , and Buyer �"� Page 11 of 14 Producad vdlh zlpForM1i py zlpl,9P 18070 FIReen Mile Road,Fraser,Mkhlgan 49026 YM+v.21ot aolK.eom BOyles•P9Irn WILY I i i ' I l Commercial Contract- Improved Properly concerning 3309 Palm Vallgy Blvd E Mound Rock, TX 78665. a D. Addenda which are part of this contract are; (Check all that apply.) I 0 (1) Property Description Exhibit identified in Paragraph 2; 1:3 (2) Commercial Contract Condominium Addendum(TAR-1930); l El (3) Commercial Contract Financing Addendum(TAR-1931); (4) Commercial Property Condition Statement(TAR-1408); 0 (5) Commercial Contract Addendum for Special Provisions (TAR-1940); 0 (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards(TAR-1906); C] (7) Notice to Purchaser of Real Property in a Water District(MUD); Cl (8) Addendum for Coastal Area Property(TAR-1915); D (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway(TAR-1916); Cl (10)information About Brokerage Services (TAR-2501);and i I' (11)SMP-m.a] Prorriaions Ad endmil—_ (Note,Counsel for the Texas Association of REALTCRSO(TAR)hes determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(7REC)or published by TAR are appropriate for use with this form.) E. Buyer W may Ci may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, ail of Buyer's obligations under this contract, 23.TIME: Time Is of the essence in this contract, The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday, 24.EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25.ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. t B. If the Property is situated In a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and I Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to i provide water or sewer service to the properties in the certificated area. If your property is located in a 1 certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct litres or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property Is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, If any, that Is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property."The real property is described In Paragraph 2 of this contract. i D, If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the j state, §33,135, Texas Natural Resources Code, requires a notice regarding coastal area property to be I included as pail of this contract. (CAR-1801)1-1-16 Initialed for Identification.by Seller�, and Buyer,.:� Page 12 of 14 E produced wllh zlpFonnftyxlpLoalx 18070 Flftoon Mile Road,Fraser,Michigan 48028ywkaloLook om Boyles-Paint Valley 3 's I i 1 , i }i S , i Commercial Contract-Improved Property concerning 3309 Palm Valley Blvd E.-Round Rock, TX 78665_ E. If the Property Is located seaward of the Gulf Intracoastal Waterway, §61.025,Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be Included as part of this : contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ)of a municipality and may now or later be subject to annexation -by the municipality, Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities $ located in the general proximity of the Property for further information, 1 G, If apartments or other residential units are on the Property and the units were built before 1978,federal I law requires a lead-based paint and hazard disclosure statement to be made part of this contract. H. Section 1958,154, Occupations Code requires Seller to provide Buyer a copy of any mold remedlation certificate Issued for the Property during the 5 years preceding the date the Seller sells the Property. j I, Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection.of experts, inspectors, and repairmen Is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the,credit worthiness of the parties. . J. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, i including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the Impoundment's normal operating level, Seiler hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored In the impoundment; or(2)drought or flood conditions." 26.CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is j located, on May 20, 2016, , the offer will lapse and become null and vold. i READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or 1 E recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. KR Acquisit:i.ona LLC, a Delaware limited Seller: Davin Boyles Buyer: liability company !� Susan Boylees ' � F By: By: i JZ By(signature): 13y(signature): i Printed Name: a yr Printed Name: ; Title: Title: -- i i i Liz- By: BY, By(signature): tlyw By(signature): Printed Name: V✓ Printed Name: Title: Title: l (TAR-1801)1-1-18 Page 13 of 14 j Produced With xipForfrobyalpLoiiN10070Fi(toanMilo Road,Fraser.MIthiganAB029y 7JI,pg�111 Boyles-pallnVhlley • k f . � i Commercial Contract-Improved Property concerning 3309 Palm Valley Blvd. E. , Round. Rock, TX 78665 l AGREEMENT BETWEEN BROKERS (use only if Paragraph 96(1)is effective) Principal Broker agrees to pay (Cooperating Broker)a fee when the Principal Broker's fee is received, The fee to be paid to Cooperating Broker will be: 13 $ , or 13 % of the sales price, or i d % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: Cooperating Broker: p� 4 By: By: I i ATTORNEYS Sellers attorney:mer.lin Fester Buyer's attorney; Mavic Dietz t Address: 2 3 p7 8th St. Address: 1 6 tannin -Ave. Geo2 GgejnownTX '78626 po3j31c3 $oc]t TX 78664 Phone&Fax F19)s6-4-4.995 phone&Fax:(512)244-9314 E-mall:mlest;e,r@gUawco.com E-mail: rmdietz01avidiebz.oom Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices,and other Information: notices, and other information: 1 ® the title company sends to Seller. ® the title company sends to Buyer. M Buyer sends to Seller. M Seller sends to Buyer, ESCROW RECEIPT ` l The title company acknowledges receipt of: M A. the contract on this day (effective date); 17-.1 B. earnest money in the amount of$ in the form of , on Title company: Address: i " e By: Phone&Fax: 3 t Assigned the number(GF#): __ _ E-mail: i s I " r i • � l (TAR-1801)1-1-16 Page 14 of 14 Produced RhzlpFormabyztpLogtx 18070 Moon MiiuRoad,Fresor,Mlchtpan48026 imV.7,i0L0p1x.c0m 40yles-palm Valley Ii f I i 1 SPECIAL PROVISIONS ADDENDUM , i 1. Property will not close before 81112016, 2. No commissions will be paid for this transaction. I 3. Feasibility Period (Section 7. B,)will end 12/31/2016, j 4. Buyer will pay for title policy. (Section 6.A.) I 6, Post-Closing Occupancy a. For the period of time commencing with the date of the closing and terminating on the date that is one hundred eighty(180)days after the date of the closing l (the "House Period"), the Sellers shall have the right to the use and occupancy of the house and detached building that currently exist on the Property. 1 a b. Any use and/or occupancy of the House and detached building by any Sellers or any of their guests or Invitees shall be at the sole cost and expense of the Sellers and all such use and occupancy shall be in a lien free manner. Sellers shall pay I the actual cost of all utilities consumed during the House Period with respect to or in ' connection with the House or detached building, i i c. The rights of the Sellers to the House and detached building are personal to the Sellers and not assignable or transferrable. Sellers may only use the House and detached building during the House Period for residential and recreational use. During the House Period Sellers shall,to the fullest extent permitted by law, (1)keep and maintain the House and detached building in good condition, repair, and working order, and (11) make all necessary repairs, maintenance, and replacements to the House and detached building. Sellers shall comply with all applicable laws with respect to their use of the House and detached building. Buyer shall not interfere or conflict with Seller's (or any of its agents or contractors) use of, or activities upon the Property, However, Buyer shall have reasonable access to the Property (but not the interior of any building) for the purpose of Surveying and investigating the Property, After the expiration of the House Period, Sellers shall not further use (and the Sellers will have no further rights to use)the House or detached building on the Property. Prior to the expiration of the House Period, the Sellers shall remove all their personal property from the Houses. After expiration of the House Period the Sellers will not have any rights of any kind to enter or come upon the Property and after the expiration of the House Period they shall not enter i or come upon the Property, d. Sellers shall jointly and severally Indemnify, defend, reimburse, and hold harmlesa the Buyer and each of Buyer's employees,members,parents,subsidiaries, i lenders, agents, contractors, guests, and invitees (collectively with Buyer the "Buyer i . I 1 Indemnitees ) from and against any and all claims, suits proceedings, costs, fees, damages, losses, or expenses (including, without; limltation, reasonable attorney fees) brought against, suffered by, incurred by, or paid by Buyer or any Buyer Indemnitee 1 arising from or out of, directly or indirectly, (1) the use or occupancy of the house or I detached building after the closing by any Sellers, (IE) any breach of this Agreement after closing by any Seller, (Iii) any maintenance or repairs conducted.by any Sellers with respect to the house or detached building, (iv) any violation of laws or ordinances with respect to the House or detached building.• 6. Seo 15.of the bontract is replaced with the following: Default.In the event of default in Buyer's repair and indemnity obligations.may have under any inspection or feasiblllty sections of this Contract, Seiler shall have-all legal and equitable remedies.Otherwise, upon failure of Buyer to comply herewith for any reason other than Buyer's right to terminate according to the previsions of this Contract, or Seller's breach, Seller may, as l Seller's sole and exclusive remedy, retain,the Earnest Money as liquidated damages thereby releasing Buyer from this Contract. In the event Seller fails to comply herewith, or in the event Seller shall be in breach of any of the representation or warranties of seller expressly set forth in I 'this Contract, Buyer shall elect, as Buyer's sole and exclusive remedy,to either(1)terminate this j Contract by written notice to Seller and thereupon receive back all Earnest Money, thereby { j releasing Seller from this Contract or(11)seek specific performance and accept such title as Seller 1 can deliver. In the event that Buyer fails to give Seller written notice of Buyer's election within sixty (60) days of an alleged default, it shall be conclusively presumed that Buyer has elected to 1 terminate this Contract. 7. Section 19 of the Contraot Is deleted and replaced with the following: i a Material Facts. Seller hereby represents and warrants to Buyer that to the best of Seller's actual knowledge without having made investigation: i. Seiler has received no notice that the environmental and ecological 1 condition of the Property is In violation of any law,ordinance,rule or regulation applicable thereto I or that the soil, surface water and ground water of or on the Property contain any solid waste, toxic or hazardous substances or contaminants. Note: Seiler has not conducted any environmental studies. Because of the age of the improvements, there may be lead or asbestos 1 located on the Property. II. Seiler has received no notice that any threatened or endangered species or their habitat is on the Property. f iii. Seller has received no notice that there is any pending or threatened E litigation affecting the Property. � SELLER AND BUYER AGREE THAT BUYER IS TAKING THE PROPERTY"AS-IS"WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE is NO WARRANTY BY SELLER THAT THE PROPERTY IS FiT FOR A PARTICULAR PURPOSE. OTHER THAN THE c SPECIFIC REPRESENTATIONS, IF ANY, MADE IN THIS CONTRACT, BUYER f. ACKNOWLEDGES THAT IT IS NOT RELYING UPON THE ACCURACY OR COMPLETENI~SS OF ANY REPRESENTATION, BROCHURE, RENDERING, PROMISE, STATEMENT OR OTHER ASSERTION OR INFORMATION WITH RESPECT TO THE PROPERTY MADE OR 1 I I l 4 i 1 FURNISHED BY OR ON BEHALF OF, OR OTHERWISE ATTRIBUTED TO, SELLER OR ANY OF ITS AGENTS, EMPLOYEES OR REPRESENTATIVES, ANY AND ALL SUCH RELIANCE BEING HEREBY EXPRESSLY AND UNEQUIVOCALLY DISCLAIMED, BUT IS RELYING SOLELY AND EXCLUSIVELY UPON ITS OWN EXPERIENCE AND ITS INDEPENDENT 3 JUDGMENT, EVALUATION AND EXAMINATION OF THE PROPERTY, BUYER FURTHER UNEQUIVOCALLY DISCLAIMS (1) THE EXISTENCE OF ANY DUTY TO DISCLOSE ON THE PART OF SELLER OR ANY OF ITS AGENTS, EMPLOYEES OR REPRESENTATIVES AND(11) t ANY RELiANCE BY BUYER ON THE SILENCE OR ANY ALLEGED NON DISCLOSURE OF SELLER OR ANY OF iTS AGENTS, EMPLOYEES OR REPRESENTATIVES. BUYER TAKES THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES(EXCEPT FOR LIMITED WARRANTIES OF TITLE~SET l FORTH IN THE CLOSING DOCUMENTS). BUYER EXPRESSLY WARRANTS AND I REPRESENTS THAT NO PROMISE OR AGREEMENT WHICH IS NOT HEREIN EXPRESSED E HAS BEEN MADE TO IT AND HE.REi3Y DISCLAIMS ANY RELIANCE UPON ANY SUCH ALLEGED PROMISE OR AGREEMENT. THIS CONTRACT CONSTITUTES THE ENTIRE I AGREEMENT BETWEEN THE PARTIES.THIS PROVISION WAS FREELY NEGOTIATED AND PLAYED AN IMPORTANT PART IN THE BARGAINING PROCESS FOR THIS CONTRACT. ; BUYER HAS AGREE=D TO DISCLAIM RELIANCE ON SELLER AND TO ACCEPT THE E PROPERTY "ASIS" WITH FULL AWARENESS THAT THE PROPERTY'S PRIOR USES OR OTHER MATi'ERS COULD AFFECT ITS CONDITION, VALUE, SUITABILITY OR FITNESS; AND BUYER CONFIRMS THAT BUYER IS HEREBY ASSUMING ALL RISK ASSOCIATED HEREWI'T'H, BUYER UNDERSTANDS THAT THE DISCLAIMERS OF RELIANCE AND OTHER PROVISIONS CONTAINED-HEREIN COULD LIMIT ANY LEGAL RECOURSE OR REMEDY BUYER OTHERWISE MIGHT HAVE, BUYER ACKNOWLEDGES THAT IT HAS SOUGHT AND HAS RELIED UPON THE ADVICE OF ITS OWN LEGAL COUNSEL CONCERNING THiS i PROVISION. THIS PARAGRAPH SHALL SURVIVE CLOSING AND SHALL NOT MERGE WITH ANY DEED DELIVERED AT CLOSING. 8. Electronic TrensMission. This document may be transmitted by telecopler or 1 electronically scanned and transmitted by email (such documents transmitted by telecopler or email are herein referred to as "Electronic Document) and shall be treated in ail manner and respects as an original document.The signature of any party on suoh Electronic Document shall be considered for these purposes as an original signature, Any.such Electronic Document shall be considered to have the same binding legal effect as an original document.At the request of either party,any Electronic Document subjeetto this provision shall be re-executed by both parties t In the original form, in consideration of the promises made and value received hereunder, the . undersigned parties hereby agree that, after a document has been executed and transmitted by facsimile or email, neither party shall raise the use of a telecopler or email, or the lack of a document bearing an original signature, as a defense and forever waive such defense. i Initialed for Identification: Buyer `"�� Seller j i i 1 EXHIBIT B i LEGAL DESCRIPTION LOT 1,BERTIL TELANDER SUBDIVISION,AN ADDITION IN WILLIAMSON COUNTY, TEXAS,ACCORDING TO THE MAP OR PLAT THEREOF,RECORDED IN CABINET H, SLIDE 126,PLAT RECORDS OF WILLIAMSON COUNTY,TEXAS AND AS CORRECTED BY INSTRUMENT RECORDED IN VOLUME 1419,PAGE 416,REAL PROPERTY RECORDS OF WILLIAMSON COUNTY,TEXAS. I i t ! • i 7 i ! f s S ! i i tt E i i } • i Exhibit B i 1 3 t EXHIBIT C FORM OF FIRST AMENDMENT TO GROUND LEASE _ t [See Attached] 1 i j s i i i i 3 i ) i i ) i� i Exhibit C s i 1 Z • � t i f t I EXHIBIT D ' FORM OF ESCROW INSTRUCTIONS [See Attached] I l . F . f i j i 's s z i I I i Exhibit D Michael Best&Friedrich LLP Michael Attorneys at Law l Best One South.Pinckney Street Suite 700 Madison,Wi 53703 E P.O.Box 1806 ' Madison,WI 53701-1806 Phone 608.257.3601 Fax 608.283.2275 j January 31,2017 Michael S.Green Direct 608.28257-7482 Email msgreen@michaelbestcom Via E-mad&Hand Delivery € Ms.Pat Katte First American Title Insurance Company 10 West Mifflin Street,Suite 302 Madison,WI 53703 Re: Escrow Instruction Letter for the Purchase & Sale of 1.5 acres of land located at 3309 Palm Valley Blvd. E, Round Rock, Texas ("Property") on February 1, 2017 ("Closing Date") Dear Pat: This letter will serve as escrow instructions for the closing of the purchase and sale of the l referenced Property, more specifically described in First American Title Insurance Company Commitment No. NCS-794306-MAD ("Title Commitment"), pursuant to the terms of that certain Commercial Contract—Unimproved Property dated May 19,2016("Purchase Contract")by and between f KR Acquisitions LLC("I{R Acquisitions")and David and Susan Boyles(the"Seller"),as assigned to KR i CC,Inc.("KR CC")and further assigned to the City of Round Rock,Texas(the"City"). € A. City's Deposits.On or before the Closing Date,the City will deposit the following items: 1. Documentation sufficient to satisfy all City requirements as"Buyer"set forth in Item No. 3 of Schedule C of the Title Commitment; 2. Assignment & Assumption of Commercial Contract executed by KR Acquisitions and KR CC; s 3. Assignment&Assumption Agreement and Lease-Back Agreement executed by KR CC and the City; 4. First Amendment to Memorandum to Ground Lease and Option executed by KR CC and the City; j 5. Settlement Statement executed by the City;and 6. A wire transfer in the amount of the closing funds as indicated on the Settlement Statement approved and executed by the City("Closing Proceeds"). j The Title Company shall hold the Closing Proceeds in trust until the Title Company confirms all requirements of this closing instruction letter have been met. B. Seller's Deposits. On or before the Closing Date,Seller will deposit the following documents,in form and substance as attached hereto: I i I Michael Best t First American Title January 31,2017 Page 2 i 1. Documentation sufficient to satisfy all Seller requirements set forth in Item Nos. 1,2,4, j 5,6,7,8 and 9 of Schedule C of the Title Commitment; 2. Special Warranty Deed executed by Seller; 3. Owner's Affidavit executed by Seller; 4. Gap Indemnity executed by Seller; t 5. Certificate of Non-Foreign Status executed by Seller; 6. 1099-S Form executed by Seller; 7. Payoff Letter from Wells Fargo; 8. Deed of Reconveyance from Wells Fargo; 9. Release of Vendor's Lien from Larry Reid,Trustee of the Lawrence Trust; 10. Occupancy Lease Agreement executed by Seller and the City; i 11. Settlement Statement executed by Seller;and i 12. Wire Instructions. These documents will be delivered to you to hold in trust and disburse in accordance with the . terms of this Escrow Instruction Letter. All documents delivered to you from the Seller and the City are hereinafter collectively referred to as the"Closing Documents" CLOSING AND DISBURSEMENT INSTRUCTIONS. Upon receipt of the above items from the City,KR Acquisitions,KR CC and the Seller,you are authorized and instructed on behalf of the City and KR CC to: I. Indicate your willingness to comply with these instructions by countersigning where indicated below and returning the countersigned letter by e-mail to Steve Sheets at steve(Z�scrrlaw.com and Michael Green at ms reen a,michaelbest.com upon receipt of this letter; { 2. Confirm all of Seller's deposits must be properly executed and notarized. In addition,each legal description of the Property attached to any of the Closing Documents must match the legal description set forth in the Pro Forma Policy; 3. Upon email confirmation from the undersigned and when you are irrevocably committed to: (i) record/file the Special Warranty Deed and the Amended Memorandum of Ground Lease and i Option with the County Clerk in Williamson County,Texas; and(ii) issue an Owner's Policy in favor of the City, including the endorsements a§shown in the attached Pro Forma Policy,you are then authorized to disburse the Closing Proceeds pursuant to the Settlement Statement;and '• 4. Forward copies of all Closing Documents to the undersigned. Michael Best ` • E i. First American Title January 31,2017 Page 3 ' E Notwithstanding any terms to the contrary contained herein, if you are unable to disburse the E Closing Proceeds, or otherwise complete this transaction on the Closing Date, we ask that you hold all Closing Proceeds and Closing Documents pending receipt of instructions from both of the undersigned. If you have questions regarding this matter,please contact either of the undersigned. Sincerely, I MICHAEL BEST&FRIEDRICH LLP CITY OF ROUND ROCK,TEXAS . i f Michael S.Green Stephan L. Sheets msgreen@michaelbest.com steve@scrrlaw.com Attachment Co. Ralph Gundrum(via e-mail) Misty Ventura(via e-mail) Merlin Lester(via e-mail) ' I CLOSING ESCROW INSTRUCTION LETTER ACCEPTED AS OF THE+DAY OF 12017: i { FIRST AMERICAN TITLE INSURANCE COMPANY i f 3 By: 3 Pat Katte,Authorized Representative i 1 1 i