17-R-28 - Agreement with Schertz 1518 LTD to purchase approximately 5.3 acres land for construction of fire station threeA RESOLUTION BY THE CITY COUNCIL OF THE CITY O
SCHERTZ, TEXAS AUTHORIZING THE CITY MANAGER O ENTER
INTO AN AGREEMENT WITH SCHERTZ 1518 LTD TO PURCHASE
APPROXIMATELY O • THE CONSTRUCTION
OF FIRE STATION THREE.
WHEREAS, the citizens of the City of Schertz voted to approve general obligation bonds
for the construction of a new fire station in the southern section of Schertz; and
WHEREAS, an ISO Based Fire Station Location study was performed by a professional
engineer as a part of the City's overall facility master plan; and
WHEREAS, the Fire Station Location study identified three preliminary locations in the
vicinity of F.M. 1518 and Ray Corbett Drive as appropriate locations for fire station three; and
WHEREAS, additional review was conducted on these three preliminary locations based
upon potential site layout, utility availability and accessibility, drainage and flooding concerns,
emergency travel routes, and options for safely entering into normal traffic flow to rank order the
three locations from most feasible to least feasible; and
WHEREAS, a parcel of land on the north side of Lower Seguin Road, approximately 340
feet east of Hollering Vine was determined to be the most feasible location for the new fire
station; and
WHEREAS, negotiations with Schertz 1518 LTD have resulted in a purchase agreement
being formed; and now therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to enter in an
agreement for the purchase of approximately 5.3 acres of land for the location of Fire Station
Three with a general value conforming to an appraised value for land by a certified land
appraiser conforming to the Uniform Standards of Professional Appraisal Practice and Title XI
Regulations and related standards.
Section 2. City Council authorizes the City Manager to perform due diligence to
confirm that this parcel of land is suitable in condition for the construction of a fire station.
Section 3. City Council acknowledges that once all due diligence is complete and it
is confirmed that this land is suitable for its intended usage, that the City will then close on the
purchase of the land.
Section 4. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 5. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 6. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 7. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 8. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 9. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved. 1
PASSED AND ADOPTED, this d day of May, 2017.
CITY OF Z, TEXAS
-- — V
Michael R. Carpenter
ATTEST:
City Secretary, Brenda Dennis
(CITY SEAL)
50506221.1 - 2 -
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (the "Agreement ") is made and entered into as
of the Effective Date (being the date of last execution hereof by the parties), by and between:
SCHERTZ 1518, LTD., a Texas limited partnership, having an address of 314 E. Commerce, Suite 600,
San Antonio, Texas 78205 (the "Seller "),
and
THE CITY OF SCHERTZ, TEXAS, a Texas municipal corporation, having an address of 1400 Schertz
Parkway, Schertz, Texas 78154 (the "Buyer ").
FOR GOOD AND VALUABLE CONSIDERATION, including without limitation the covenants and
agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby agree as follows:
1. SALE AGREEMENT; PROPERTY. Seller agrees to sell to Buyer and Buyer agrees to purchase
from Seller, on the terms hereinafter stated, approximately 5.3 acres of land located in the City of
Schertz, Bexar County, Texas, the legal description of which will be generated in conjunction with a
survey of such parcel, together with all improvements and fixtures located thereon, if any, and all
and singularly rights and appurtenances pertaining thereto (collectively, the "Property "). The
proposed land is located approximately 340 feet east of Hollering Vine on the north side of Lower
Seguin Road. A proposed site plan with actual dimensions of the land is more particularly described
on Exhibit A attached hereto. The Property includes surface rights only and does not include the
transfer of mineral rights, which shall remain with the Seller.
2. PURCHASE PRICE. Seller agrees to pay to Buyer a purchase price of $2.88 per square foot,
with the exact total amount determined following the survey of the subject parcel (the "Purchase
Price "). The calculation of the Purchase Price shall not include any portion of the Property that is
anticipated to become dedicated right of way. The parties further acknowledge that the Purchase
Price payable by Buyer is subject to certain requirements, rules, regulations and statutes of state and
local governmental agencies. The Purchase Price shall be payable as follows:
2.1 Earnest Money. Upon Seller's execution of this Agreement and delivery thereof to
Buyer (by mail, facsimile or email), Buyer shall deposit $1,000.00 in current U.S. funds (the "Earnest
Money ") with the Title Company (defined below) to be applied against the Purchase Price at Closing
(as defined below) or otherwise disposed of pursuant to the terms of this Agreement.
2.2 Cash Payment. At Closing, Buyer shall pay to Seller the balance of the Purchase
Price, subject to adjustment as hereinafter provided, in immediately available current U.S. funds or
such other form of consideration as may be mutually acceptable to the parties hereto.
3. TITLE AND SURVEY REVIEW.
3.1 Title Commitment. As soon after the Effective Date as reasonably possible, Seller
shall obtain a commitment for the issuance by Chicago Title Company, (the "Title Company "),
Contact Paula McGee; phone (210)482 -3748; email paula.mcgee @ctt.com of a TLTA owner's title
insurance policy, with extended coverage, insuring title to the Property to be good and marketable
fee simple (the "Commitment "), together with legible copies of all recorded documents constituting
exceptions under the Commitment (collectively, the "Exception Documents "). .
3.2 Survey. As soon after the effective date as reasonably possible, Seller shall obtain
and provide a boundary survey of the Property (the "Survey ") prepared by a registered professional
surveyor.
3.3 Title and Survey Obiections; Cure Period. Within twenty (20) days after Buyer's
receipt of the Commitment, Exception Documents and Survey, Buyer shall give written notice to
Seller of (i) any matters contained therein to which Buyer objects, has comments or wants additional
information on; and (ii) any pre - Closing requirements (the "Title Objection Letter"). Any matters
identified in the Commitment as conditions to or requirements for the issuance of the Title Policy (as
defined in Section 16 below) will automatically constitute objections by Buyer. Seller shall have 20
days after receipt of Buyer's Title Objection Letter to use its best efforts to cure and /or satisfy the
same, as the case may be, to the reasonable satisfaction of Buyer. If an objection is not timely cured
or requirement timely satisfied, Buyer shall have the option to either (a) waive the same; (b) extend
Seller's period for curing objections or satisfying requirements; or (c) terminate this Agreement and
receive a refund of the Earnest Money (along with any interest earned thereon), in which event both
parties will be relieved of any further liability hereunder (except as otherwise expressly provided
herein).
4. BUYER'S RIGHT OF INSPECTION; DUE DILIGENCE. Seller agrees that Buyer, its
representatives and agents, will be permitted a period of 60 days, commencing on the Effective Date
(the "Inspection Period "), within which to enter upon and inspect the Property and to conduct, at
Buyer's expense, any and all feasibility, environmental, or other studies, analyses or examinations of
the Property as Buyer deems necessary or desirable, and to satisfy itself with regard to zoning and
permitting issues, availability of utilities, and all other matters related to the Property and /or Buyer's
development thereof. Buyer shall have the option to extend the Inspection Period for one additional
30 -day periods. If during the Inspection Period (as extended, as the case may be) Buyer, in its sole
and absolute discretion, determines that the Property is unsatisfactory in any respect, Buyer shall
have the option to terminate this Agreement by written notice to Seller. In such event, the Earnest
Money, along with any interest earned thereon, shall immediately be returned to Buyer and both
parties will be relieved of all obligations hereunder (except as otherwise expressly provided herein).
5. SELLER'S DELIVERIES BEFORE CLOSING. Within 10 days after the Effective Date, Seller shall
make available to Buyer all plans, engineering or environmental reports, surveys and records, in
Seller's possession or control, which relate to the ownership, development, operation or condition of
the Property or any part thereof.
6. SELLER'S WARRANTIES. Seller represents and warrants the following as of the Effective Date
and the Closing:
6.1 Authority of Seller. Seller has full power and authority to execute, deliver and
perform under this Agreement and such execution, delivery and performance have been specifically
authorized by all requisite organizational action of Seller. Upon execution, this Agreement will be
valid and binding upon Seller, and enforceable against Seller in accordance with its terms.
6.2 No Violations /Conflicts. The execution by Seller of this Agreement and the
consummation by Seller of the transactions contemplated hereby do not and will not (a) conflict with
or result in a breach of any of the terms or provisions of, or constitute a default or a condition which,
with notice or lapse of time, or both, would ripen into a default under (i) any bond, debenture, note
or other evidence of indebtedness, or (ii) any contract, indenture, mortgage, loan agreement, lease,
joint venture or other agreement or instrument to which Seiler is a party or by which Seller or any of
its properties are bound; or (b) result in any violation of any governmental requirement, ordinance,
regulation, law or statute.
6.3 Eminent Domain. To Seller's knowledge, there are no pending or threatened
governmental proceedings in eminent domain, for rezoning, for building moratorium or otherwise,
which would affect the Property or any part thereof, nor any facts in existence which may give rise to
any such action or proceeding.
6.4 Litigation. There are no legal actions, suits or other legal or administrative
proceedings or investigations pending or threatened against Seller or the Property, and Seller is not
aware of any facts that might result in any such action, suit, investigation or other proceeding.
6.5 Taxes and Assessments. No claim or liability is pending or has been assessed,
asserted or threatened, or will be assessed or asserted against Seller in connection with any ad
valorem taxes against the Property (and personal property taxes owed by Seller related thereto, if
any) or any special assessments encumbering the Property, which are or may become a lien or
charge against the Property or any part thereof. Seller has not received any notice of any special
assessment or increases in the assessed valuation of taxes or other impositions of any nature which
are pending or being contemplated with respect to the Property, or any part thereof.
6.6 No Agreements or Commitments. Except as disclosed in writing to Buyer prior to
the Effective Date, Seller has not entered into (i) any agreement, lease, option, right of first refusal,
commitment or arrangement granting to any person or entity, other than Buyer, the present or
future right to purchase, occupy, lease or otherwise acquire an interest in the Property or any part
thereof, (ii) any agreement, commitment or arrangement regarding the development of the Property
or any part thereof and from the Effective Date through Closing, Seller will not enter into any such
agreement or arrangement or any service agreement affecting the Property or any part thereof,
without Buyer's prior written approval.
6.7 Governmental Action /Requirement. Seller has not received notice of any violation
of any ordinance, regulation, law or statute from any governmental agency pertaining to the
Property, or any part thereof, and to Seller's knowledge, no governmental or quasi - governmental
authority has imposed any requirement that a developer of the Property pay, whether directly or
indirectly, any special fees or contributions, or incur any expenses or obligations, in connection with
any development of the Property, or any part thereof.
6.8 Environmental. To the best of Seller's knowledge and belief after due inquiry:
(a) no Hazardous Materials (as defined herein) are now located on, under or at the
Property, and neither Seller nor any other person has ever caused or permitted any
Hazardous Materials to be placed, held, located or disposed of on, under or at the Property
or any part thereof,
(b) no part of the Property contains any asbestos or asbestos containing materials,
any polychlorinated biphenyls ( "PCBs "), or any underground storage tanks ( "USTs "), or has
ever been used as a dump site or storage site (whether permanent or temporary) for any
Hazardous Materials;
(c) no property adjoining the Property is being used, or has been used at any
previous time for the disposal, storage, treatment, processing or other handling of
Hazardous Materials nor is any other property adjoining the Property affected by Hazardous
Materials contamination; and
(d) no investigation, administrative order, consent order and agreement, litigation
or settlement with respect to Hazardous Materials or Hazardous Materials contamination is
proposed, threatened, anticipated or in existence with respect to the Property or any
adjoining property.
As used herein, "Hazardous Materials" means those elements or compounds,
including, but not limited to asbestos, petroleum products and PCBs, which are now or at
any time hereafter contained in the list of hazardous substances adopted by the
Environmental Protection Agency ( "EPA ") or the list of toxic pollutants designated by
Congress or the EPA or which are defined as hazardous, toxic, pollutant, flammable,
infectious or radioactive by any of the Environmental Laws. "Environmental Laws" means
any federal, state or local laws, ordinances, statutes, codes, rules, regulations, orders, or
decrees now or hereinafter promulgated relating to (a) pollution, (b) protection of human
health, natural resources or the environment, (c) the treatment, storage or disposal of
Hazardous Materials, or (d) the emission, discharge, release, or threatened release of
Hazardous Materials into the environment.
6.9 Wetlands. No part of the Property is wetlands property.
The foregoing representations and warranties will survive the Closing, will not be merged into the
documents executed at or in conjunction with the Closing, and will not be affected by an
investigation, verification or approval by a party hereto or any person acting on behalf of a party
hereto.
7. OTHER CONDITIONS. The parties agree that, in addition to all of the other terms and
conditions set forth in this Agreement, that: (i) the design of any improvements to be constructed on
the Property shall be approved by The Crossvine Reviewer (composed of Chris Price, Bradley Bechtol,
Brad Pittenger, and Felicia Foster) (including conceptual site plan, schematic building size and
location, preliminary utilities, and exterior materials.) (ii) that Buyer shall be responsible for the costs
and expenses associated with the design and construction of (a) any and all drainage improvements,
including, but not limited to detention or retention facilities, (b) utility infrastructure, (c) traffic
improvements, including, but not limited to traffic signals, turn lanes, acceleration or deceleration
lanes, curb cuts or entrances and that such facilities shall be sized to accommodate any anticipated
improvements by Seller adjacent or proximate to the Property and (iii) Buyer and Seller shall agree
upon the terms of cross access easements, construction of perimeter roads adjacent to the Property
and similar matters prior to the expiration of the Inspection Period. Seller understands and
acknowledges that the intended use of the site is for public safety vehicles and that unrestricted
exclusive vehicle access for emergency vehicles will be mandatory element of the site plan design.
(d) Buyer shall be responsible for platting the parcel and dedicating the required Right of Way,
however, the portion of the parcel dedicated for Right of Way will not be used to calculate the
purchase price of the parcel.
The location will be utilized to build Fire Station # 3, a one or two story structure of approximately
15,000 square feet with typical fire station amenities. Additionally, the Buyer may utilize the land for
other City facilities as determined by the Buyer. The Crossvine Reviewer will have the same approval
capacity on any other facilities constructed on the location as they do with the Fire Station structure.
Site work will include any required street extension design as well as all utilities and the appropriate
number of parking spaces required by the final design.
R. TIME AND PLACE OF CLOSING. The consummation of the transaction contemplated by this
Agreement (the "Closing") shall take place within sixty (60) days of the end of the Inspection Period
(as extended, as the case may be), with the exact time and date for Closing to be designated by
Buyer upon not less than 2 business days prior notice (which may be provided in writing or by
telephone), subject to the reasonable approval of Seller. The Closing will take place at the offices of
the Title Company (whether in person or as a "paper closing ", as each party elects) or at such other
place as may be agreed to by Buyer and Seller.
9. SELLER'S DELIVERIES AT CLOSING. At Closing, Seller shall deliver (or cause to be delivered)
to Buyer the following:
9.1 Deed. A duly- executed and acknowledged General Warranty Deed conveying to
Buyer marketable fee simple title to all of the Property (the "Deed ") free of all liens and
encumbrances and defects in title. The Deed will be in form prepared by Buyer, subject to the
reasonable approval of Seller.
9.2 Lien and Possession Affidavit(s). An Affidavit or Affidavits executed by Seller, to the
effect that (i) the Property is free from claims for mechanics', materialmen's and laborers' liens and
(ii) there are no parties in possession of the Property or any part thereof, with such Affidavit(s) to be
in form acceptable to the Title Company and sufficient to permit deletion of the pertinent standard
exceptions.
9.3 Possession. Possession of the Property will be delivered at Closing.
9.4 Closing Statement. The closing statement, prepared by the Title Company,
reflecting the financial terms of the transaction contemplated by this Agreement (the "Closing
Statement "), executed by Seller.
9.5 Further Instruments. Any and all further instruments which Buyer or the Title
Company shall request of Seller in order to meet requirements of the Commitment or to otherwise
effect the conveyance of the Property as contemplated in this Agreement.
10. BUYER'S DELIVERIES AT CLOSING. At Closing, Buyer shall deliver to Seller (i) the remainder
of the Purchase Price, subject to proration and adjustment, as provided herein; (ii) the Closing
Statement, executed by Buyer; and (iii) any and all further instruments which Seller or the Title
Company shall request of Buyer in order to meet requirements of the Commitment or to otherwise
effect the conveyance of the Property as contemplated in this Agreement.
11. CLOSING COSTS. The Closing costs of this transaction will be allocated as follows:
BUYER
COST OR EXPENSE
SELLER
Seller's attorney's fees, if any
X
X
Buyer's attorney's fees, if any
Commitment /Title Policy premium (basic coverage)
X
X
Title Policy premium (extended coverage)
Survey, as revised
X
Documentary stamps, transfer taxes or fees, if any
X
Recording fees to clear/ un- encumber title
X
X
Recording fees for deed
Title Company closing or escrow charges
Broker fees /Commissions
X
12. BROKERAGE. Any broker fees or commissions owed to persons employed by Buyer in
connection herewith shall be paid by Buyer. Seller represents that it has not dealt with any real
estate broker, salesperson or finder, in connection with the transactions contemplated by this
Agreement and agrees to indemnify, defend and hold Buyer harmless from and against any and all
liabilities and claims for broker fees, commissions or similar charges by anyone purporting to have
acted on Seller's behalf, in regard to this Agreement.
13. DEFAULT AND REMEDIES.
13.1 Buyer's Default - Seller's Remedy. If Buyer defaults in its performance hereunder
(except as excused by Seller's default) and fails to cure such default within 10 days after receipt of
written demand therefore from Seller, then Seller shall have the exclusive option to either (i) waive
the default; or (ii) terminate this Agreement by written notice to Buyer and upon such termination
Seller shall be entitled to receive the Earnest Money (along with any interest earned thereon) as
liquidated damages and not as a penalty, it being specifically agreed that the actual damages to
Seller as a result of Buyer's default would be difficult or impossible to ascertain. Upon such
termination and receipt of the Earnest Money, the parties will be discharged from any further
obligations and liabilities hereunder (except as otherwise expressly provided herein).
13.2 Seller's Default - Buyer's Remedy. If Seller defaults in its performance hereunder
(except as excused by Buyer's default) and fails to cure such default within 10 days after receipt of
written demand therefore from Buyer, or in the event any of Seller's representations or warranties
are found to be false in any material respect, Buyer shall have the option to (i) seek specific
performance; (ii) waive such default; or (iii) terminate this Agreement by written notice to Seller and
upon such termination the Earnest Money (along with any interest earned thereon) shall be returned
to Buyer and Buyer may, if it so elects, pursue against Seller any and all available remedies, including
but not limited to damages.
14. MUTUAL INDEMNITY.
14.1 By Buyer. Buyer agrees to hold Seller harmless from any claim, action, demand,
judgment, cost and expense (including without limitation, reasonable attorneys' fees) related to the
Property (except that which by this Agreement is to remain the obligation of Seller), to the extent
arising or accruing subsequent to the date of Closing, whether in tort or contract, and whether the
same be filed in court or not.
14.2 By Seller. Seller agrees to defend, indemnify and to hold Buyer harmless from any
claim, action, demand, judgment, cost and expense (including without limitation, reasonable
attorneys' fees) related to the Property, to the extent arising or relating to an event occurring prior
to the date of Closing, no matter when the same is instituted (i.e. prior to or after the date of
Closing), whether in tort or contract, and whether the same be filed in court or not.
The indemnification obligations of this Section 14 are in addition to any other indemnity obligations
under this Agreement and shall survive the Closing or earlier termination of this Agreement for a
period of four (4) years.
15. CASUALTY LOSS; EMINENT DOMAIN. All risk of loss by fire or other casualty in relation to
the Property will be on Seller up to and including the date of Closing. If eminent domain proceedings
are commenced with respect to any part of the Property prior to the date of Closing, or if Buyer is
advised by any authority having eminent domain powers that a condemnation of any part of the
Property is contemplated, then Buyer, at its option, may (i) terminate this Agreement, in which event
the Earnest Money (along with any interest earned thereon) shall be returned to Buyer and the
parties will be relieved of all obligations hereunder (except as otherwise expressly provided herein);
or (ii) continue this Agreement in force, in which event any condemnation proceeds received by
Seller shall be immediately paid over to Buyer (or escrowed with the Title Company for the account
of Buyer, if prior to Closing), which obligation of Seller will survive the Closing.
16. CONDITIONS PRECEDENT TO OBLIGATION OF BUYER TO CLOSE. In addition to any other
conditions precedent herein, the obligation of Buyer to close under this Agreement is subject to the
following:
16.1 Title. Prior to Closing, Buyer shall have received and approved of the marked -up
Commitment or pro forma title policy, indicating the Title Company's agreement to issue, in due
course, a TLTA owner's policy of title insurance (the "Title Policy ").
16.2 Representations and Warranties. All representations and warranties of Seller shall
be true and correct on the date of Closing with the same force and effect as if then made.
If any condition precedent is not timely satisfied, Buyer shall have the right, at its option, to
terminate this Agreement by written notice to Seller, in which event, the Earnest Money (along with
any interest earned thereon) shall be immediately returned to Buyer and both parties shall be
relieved of all obligations hereunder (except as otherwise expressly provided herein).
17. PRORATION OF TAXES; ROLLBACK TAXES; ESCROW AGREEMENT.
17.1 In General. All general and ad valorem taxes accruing in or assessed with respect to
the Property during the calendar year of the Closing shall be prorated on the basis of such calendar
year between Buyer and Seller as of the date of Closing, with Seller to have the last day. If Closing
shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be
upon the basis of the tax rate of the preceding year applied to the latest assessed valuation;
provided that, upon determination of the tax rate and assessment for the calendar year of the
Closing, the parties shall promptly make any monetary adjustment necessary to account for any
variance in such taxes.
17.2 Rollback Taxes; Larger Tax Parcel; Escrow Agreement. Any and all rollback taxes or
other taxes assessed against the Property covering periods prior to Closing (herein, "Additional
Taxes "), irrespective of the triggering event, timing of assessment, or whether notice thereof is
received prior to or after Closing, shall be the sole obligation of Buyer, it being expressly agreed that,
in no event, shall Seller have any responsibility or liability for Additional Taxes, Buyer shall timely pay
the same and Buyer shall indemnify, defend and hold Seller harmless from any claims, damages or
expenses (including but not limited to attorney's fees) related thereto. If it is determined prior to
Closing that (a) the Property is or will be subject to Additional Taxes and /or (b) the Property is part of
a larger tax parcel (the "Primary Tax Parcel "), the parties shall enter into an escrow agreement on or
before Closing, which shall provide for (as applicable) (i) the escrow of sufficient funds by Seller to
pay any Additional Taxes, and (ii) the escrow of sufficient funds by the parties to pay all taxes
assessed (or to be assessed) against the Primary Tax Parcel, in accordance with an agreed upon
formula for reasonably allocating the same between the Property and the remaining portion of the
Primary Tax Parcel (the "Allocation Formula ").
17.3 Insufficient or Surplus Escrow Funds. If there are inadequate funds in escrow to
satisfy any Additional Taxes, Buyer shall pay therein such additional funds as are necessary, within 5
days from the date Seller receives notification of an inadequacy. If there are inadequate funds in
escrow to satisfy taxes attributable to the Primary Tax Parcel, the parties shall pay therein such
additional funds as are necessary, in accordance with the Allocation Formula, within 5 days from the
date the parties receive notification of an inadequacy. In the event there is a surplus of funds after
Additional Taxes and taxes attributable to the Primary Tax Parcel have been paid in full, such surplus
is to be refunded (a) to Seller, as to any surplus escrowed to cover Additional Taxes and /or (b) to
Seller and Buyer, in accordance with the Allocation Formula, as to any taxes attributable to the
Primary Tax Parcel.
18. NOTICE. All notices or other communication hereunder must be in writing (except where
expressly permitted otherwise) and given by personal delivery or sent by (i) registered or certified
mail return receipt requested, postage prepaid, (ii) nationally recognized overnight courier service,
or (iii) facsimile transmission, addressed as follows (unless written notice of change thereof is
provided):
TO SELLER:
Schertz 1518, Ltd.
314 E. Commerce, Suite 600
San Antonio, Texas 78205
Attn: Chris Price
Telephone: (210)241 -3773
Email: chris@pricecompanies.net
With a copy to:
Bradford L. Pittenger
Round One Capital
9525 N. Capital of Texas Hwy., #123
Austin, Texas 78759
Tel: (512)659 -1988
Email: brad @roundonecaPital.com
TO BUYER:
City of Schertz
1400 City of Schertz Parkway
Schertz, Texas 78154
Attn: Dudley Wait
Telephone: (210)619 -1025
Facsimile: (210)619 -1029
E -mail: dwait @schertz.com
With a copy to:
City of Schertz
1400 City of Schertz Parkway
Schertz, Texas 78154
Attn: John Kessell
Telephone: (210)619 -1020
Facsimile: (210)619 -1029
E -mail: jkessell @schertz.com
Notice shall be deemed received on the earlier of (i) actual receipt; (ii) 3 business days after deposit
in the U.S. Mail; (iii) the first business day after deposit with an overnight courier; or (iv) if by
facsimile transmittal, upon receipt of proof of transmission. Any notice or communication not
received because of a change of address or facsimile number, without notice to the other party
thereof, or refusal to accept delivery, will be deemed received, notwithstanding the same, as set
forth above.
19. CONFIDENTIALITY; NON - DISCLOSURE. Buyer and Seller hereby agree that all aspects of the
transaction contemplated by this Agreement shall be kept strictly confidential and acknowledge that
disclosure of the fact that the parties have entered into this Agreement or of any of the terms hereof
could cause irreparable harm to Buyer. Except as may be required by law or as may be necessary to
evaluate the Property in connection with the purchase contemplated by this Agreement, Buyer and
Seller shall not divulge any information to other persons or entities, including, without limitation,
appraisers, real estate brokers, competitors of the parties, or any other prospective purchasers;
provided, however, that the foregoing shall not preclude Buyer from disclosing information to its
employees, agents and professional advisors, or Seller from disclosing information to individuals
upon prior written consent of Buyer, so long as such individuals acknowledge the confidential nature
of the information disclosed to them and agree to be bound by the terms and conditions of this
Section 19. Furthermore, Buyer and Seller, hereby agree that neither will release, or cause or permit
to be released, any press notices, publicity (oral or written), or advertising promotion relating to, or
otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner
whatsoever, the terms, conditions or substance of this Agreement or the transactions contemplated
hereby, without first obtaining the written consent of the other party hereto.
20. MISCELLANEOUS. Time is of the essence in this Agreement. This Agreement embodies the
entire understanding with respect to the subject matter hereof, may not be modified except by a
written instrument signed by the parties and shall be binding upon and inure to the parties, their
respective successors and assigns. The terms hereof shall not be construed in favor of or against
either party, but shall be construed as if Buyer and Seller jointly prepared this Agreement. If any
provisions of this Agreement is held to be void or unenforceable, such provision will be deemed
modified so as to conform as nearly as possible to the void or unenforceable provision while still
remaining valid and enforceable, and the remaining terms of this Agreement shall not be affected.
This Agreement may be executed by facsimile, electronic or original signature of the parties and in
any number of counterparts, each of which (assuming no modification or alteration) will constitute
an original and all of which, when taken together, will constitute one and the same instrument. It is
the intent of the parties that, to the extent lawful, the laws of the State in which the Property is
located govern the validity and interpretation of this Agreement. Except as otherwise provided in
this Agreement, the rights of Seller can be assigned, in whole or in part, only upon the prior written
consent of Buyer. Buyer may assign this Agreement, in whole or in part, provided that the assignee
assumes all obligations of Buyer under this Agreement. If either party commences legal action
against the other to enforce its rights hereunder, the prevailing party in such action shall be entitled
to recover from the other, in addition to any other relief granted, its reasonable attorney's fees,
costs and expenses incidental thereto. If the terms of this Agreement provide for performance of
any act or the expiration of any time period on a Saturday, Sunday or federal holiday, the due date or
expiration date shall take place on the next date that is not a Saturday, Sunday or federal holiday.
IN WITNESS WHEREOF, this Agreement is executed effective as of the Effective Date.
SELLER: SCHERTZ 1518, LTD., a Texas limited partnership,
By: MTR- Schertz 1518 Management Co., LLC, a Texas
limited Liability Company, its general partner
Christopher K. Price, President
Date of Execution: 12017
BUYER: CITY OF SCHERTZ, TEXAS
By:_
Name:
Title:
Date of Execution: 2017
�_ .r . ..-