R-08-01-24-10D3 - 1/24/2008 RESOLUTION NO. R-08-01-24-1OD3
WHEREAS, the City is the owner of a tract of land known as Lot
2 Block "A" , Stone Oak at Round Rock, Section 6, Lot 2, a subdivision
in Williamson County, Texas, and
WHEREAS, the City desires to sell the property and has duly
published notice for bids in a newspaper of general circulation in
Williamson County to sell the property, and
WHEREAS, Thomas Blevins has submitted the best bid, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Contract for Sale of Real Property with Thomas
Blevins, for the sale of the above described property, a copy of said
Contract being attached hereto as Exhibit "A" and incorporated herein
for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 24th day of January, o
NYLE Mo L, yor
f oun
ATTEST: City Rock, Texas
SARA L. WHITE, City Secretary
0:\wdox\RESOLUTI\R80124D3.WPD/rmc
CONTRACT FOR SALE OF REAL PROPERTY
THIS CONTRACT FOR SALE ("Contract") is between the CITY OF ROUND ROCK, a home
rule city, of 221 E. Main St., Round Rock, Texas, 78664 (referred to in this Contract as "Seller")
and
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IBJ ��5 [Purchaser's name],
It U0, [type of entity, e.g. individual, partnership, corporation, etc.]
114 q 0 j C V e[street address]
[city]
[state],
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(referred to in this Contract as "Purchaser"), on the terms set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
1.01. Seller agrees to sell and to convey, and Purchaser agrees to purchase and to pay for, the
tract of land containing approximately 1.3 acres of land located in Williamson County, Texas,
being more particularly described as follows:
Lot 2 Block A, STONE OAK AT ROUND ROCK, SECTION 6,LOT 2, a
subdivision in Williamson County, Texas, according to the map or plat thereof
recorded in Cabinet W, Slides 54-55, Plat Records of Williamson County, Texas.
This sale and purchase includes all rights and appurtenances pertaining to the property, together
with any improvements, fixtures, and personal property situated on and attached to the property.
The real property described above, and any rights or appurtenances are referred to in this
Contract as the"Property."
ARTICLE II
SALES PRICE
Amount and Payment of Sales Price
2.01. Purchaser agrees to pay to Seller the sum of 6�j�1 and
�O/100 Dollars ($ Oda ), which will be payable in cash at closing.
EXHIBIT
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ARTICLE III
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obligations
3.01. The Purchaser's obligations under this Contract are subject to the Seller complying with all
of the covenants, agreements, and conditions required by this Contract and the satisfaction in all
material respects of each of the following conditions(any of which may be waived in whole or in
part by Purchaser at or before the closing).
Preliminary Title Report
3.02. Seller, at Seller's expense, will obtain for the Purchaser from Texas American Title
Company, Cedar Park, Texas 78613 (the "Title Company") an owner's title policy. In that
regard, a preliminary title report(the"Title Report"), is attached hereto as Exhibit A, and has
been reviewed by Purchaser and found to be acceptable.
Within ten (10) days from the effective date of this Contract, Seller will obtain from the Title
Company an update of the Title Report("Updated Title Report".)If there are any changes from
the original Title Report,Purchaser will have ten (10) days after receipt of the Updated Title
Report to review and approve it. In the event that any portion of the Updated Title Report or the
condition of title as set forth therein is unacceptable to Purchaser, Purchaser must, within the 10-
day period, give Seller written notice of this fact. In the event that Purchaser states that one or
more conditions are not acceptable, Seller may, at Seller's option, and without obligation,
promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction
of Purchaser. In the event that Seller chooses not or is unable to do so within ten (10) days after
receipt of written notice,Purchaser may terminate this Contract, and the Escrow Deposit(as
hereinafter defined) will be returned by the Title Company (as hereinafter defined)to Purchaser.
Purchaser's failure to give Seller this written notice will be deemed to be Purchaser's acceptance
of the Updated Title Report.
Survey
3.03. Seller has provided Purchaser with a copy of a survey dated March 21, 2002 and prepared
by S.P. Holmes, Inc., which Purchaser has reviewed and found to be acceptable. Should
Purchaser determine that the survey provided by Seller is inadequate,Purchaser shall provide a
new survey at Purchaser's sole expense.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser, as of the Closing Date (as hereinafter defined,) as
follows:
(1) Parties in Possession. There are no parties in possession of any portion of the
Property as lessees, tenants at sufferance, or trespassers;
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(2) Condemnation. There is no pending or threatened condemnation or similar
proceeding or assessment affecting the Property, or any part of it, nor to Seller's
current actual knowledge, without inquiry, is any proceeding or assessment
contemplated by any governmental authority;
(3) Applicable Laws. Seller has not received any written notice that the Property is
not in compliance with all applicable laws, ordinances, regulations, and
restrictions relating to the Property, or any part of it;
(4) Environmental Condition. To Seller's current and actual knowledge, without
inquire, there has not been any violation of Environmental Laws related to the
Real Property or the presence or release (other than as permitted by law)of
Hazardous Materials on or from the Real Property. `Environmental Laws" means
the Resource Conservation and Recovery Act and the Comprehensive
Environmental Response Compensation and Liability Act("CERCLA") and other
federal laws governing the environment as in effect on the date of this Agreement
together with their implementing regulations and guidelines as of the date of this
Agreement, and all state, regional, county, municipal and other local laws,
regulations, and ordinances that are equivalent or similar to the federal laws
recited above or that purport to regulate Hazardous Materials in effect as of the
date of this Agreement. "Hazardous Materials" means any substance which is (i)
designated, defined, classified, or regulated as a hazardous substance, hazardous
material, hazardous waste, pollutant, or contaminant under any Environmental
Law, in effect as of the date of this Agreement, (ii)petroleum hydrocarbon,
including crude oil or any fraction thereof and all petroleum products, (iii)PCBs,
(iv) lead, (v)friable asbestos, (vi)flammable explosives, (vii)infectious materials,
or(viii) radioactive materials.
(5) Effect of Purchaser's Knowledge. Despite anything contained in this Agreement
to the contrary, Seller shall have no liability for breaches of any representations,
warranties, or certifications (individually, a"Representation" and collectively, the
"Representations")that Seller makes in this Agreement or in any of the
documents or instruments required to be delivered by Seller(and Purchaser shall
not bring any lawsuit or other legal action against Seller or pursue any other
remedies against Seller) if, at Closing,Purchaser, its officers, employees,
shareholders, members, partners, or agents had knowledge of the breach by Seller
(including, without limitation, knowledge gained by Purchaser or any such related
party in the course of its Due Diligence as to a fact or circumstance which, by its
nature, indicates that a Representation was or has become untrue or inaccurate),
and Purchaser elects to proceed to close the transaction contemplated by this
Agreement. In addition, if any update to Seller's warranties and representations
discloses a matter or circumstance that is material and adverse to Purchaser and
not otherwise permitted under this Agreement, Seller shall not be in default under,
this Agreement(unless the representation or warranty was untrue at the time it
was made) and shall have no liability as a result thereof, and Purchaser's sole
right and remedy as a result thereof shall be the right to terminate this Agreement
by giving a Notice to Seller, and thereupon all Earnest Money shall be refunded to
3
Purchaser and neither party shall have any further rights or obligations under this
Agreement, except for the Surviving Obligations.
(7) Public Access. To Seller's current actual knowledge, without inquiry, there is no
pending or threatened governmental proceeding that would impair or result in the
termination of access from the Property to a public road.
ARTICLE V
CLOSING
5.01. The closing will be held at the Title Company on or before thirty (30) days after the date
of execution of this Contract by Seller(the "Closing Date") or at the date, time and place agreed
upon by Seller and Purchaser.
5.02. At the closing Seller will:
(1) Deliver to Purchaser a properly executed and acknowledged Special Warranty
Deed conveying title in fee simple to all of the Property, free of all liens,
encumbrances, conditions, easements, assessments, and restrictions, except for the
following:
(a) General real estate taxes for the year of closing and subsequent years not
yet due;
(b) Any exceptions approved, waived or deemed approved by Purchaser in
accordance with Article III of this Contract; and
(c) Any exceptions approved by Purchaser in writing.
(2) Deliver to Purchaser a Texas Owner's Title Policy, at Seller's expense, issued by
Title Company, in Purchaser's favor in the full amount of the sales price, insuring
Purchaser's fee simple title to the Property subject to the title exceptions listed
above, to any other exceptions approved in writing by Purchaser, and to the
standard printed exceptions contained in the usual form of Texas Owner's Title
Policy, with the following exceptions:
(a) The exception as to the lien for taxes will be limited to the year of closing.
(3) Deliver to Purchaser possession of the Property.
5.03. At the Closing, Purchaser will pay the cash portion of the sales price.
5.04. General real estate taxes for the current year relating to the Property, insurance and utility
charges, if any, will be prorated as of the Closing Date and will be adjusted in cash at the closing.
If the closing occurs before the tax rate is fixed for the current year, the apportionment of taxes
will be on the basis of the tax rate for the preceding year applied to the latest assessed valuation.
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5.05. All costs and expenses of closing in consummating the sale and purchase of the Property
will be paid as follows:
Owner's Title Policy paid by Seller
Title Company fees paid by each equally.
Additional Survey paid by Purchaser, if requested by Purchaser.
Filing fees for Deed paid by Purchaser.
All other filing fees paid by Seller.
Title curative matters, if any, paid by Seller.
Attorney's fees paid by each respectively.
ARTICLE VI
REAL ESTATE COMMISSIONS
[Purchaser to choose one of thefollowing two options by checking the appropriate box and
filling in the blanks as appropriate[
Each ofh
t e parties represents to the other that it has not incurred and will not
incur any liability for brokerage fees or agent's commissions in connection with
this Contract.
Conditioned on the closing of the sale contemplated by this Contract, a
commission in the amount of percent of the total sales price will be payable
to . The commission is to be payable at the
closing out of the proceeds of the sale. If the Contract is terminated for any reason
before closing, there will be no commission due or payable under the Contract.
The aforesaid broker is the agent of the Purchaser and not the Seller.
ARTICLE VII
ESCROW DEPOSIT
For the purpose of securing the performance of Purchaser under the terms of this Contract,
Purchaser has delivered to Title Company,the sum of One Thousand Five Hundred Dollars
($1,500.00), the Escrow Deposit, which will be paid by the Title Company to Seller in the event
Purchaser breaches this Contract as provided in Article IX of this Contract. At the closing, the
Escrow Deposit will be paid over to Seller and applied to the cash portion of the sales price,
provided,however, that in the event the Purchaser has given written notice to the Title Company
that one or more of the conditions to its obligations set forth in Article III have not been met, or,
in the opinion of Purchaser, cannot be satisfied, as provided for in Article III, then the Escrow
Deposit will be immediately returned by the Title Company to Purchaser.
ARTICLE VIII
BREACH BY SELLER
If Seller fails to fully and timely perform any of its obligations under this Contract or fails to
consummate the sale of the Property for any reason, except Purchaser's default,Purchaser may,
5
as its sole remedies: (1) enforce specific performance of this Contract; or(2)request that the
Escrow Deposit will be returned by the Title Company to Purchaser.
ARTICLE IX
BREACH BY PURCHASER
In the event Purchaser fails to consummate the purchase of the Property, if Seller is not in default
under this Contract, Seller will have the right to receive the Escrow Deposit from the Title
Company, as liquidated damages for the failure of Purchaser to perform the duties imposed on it
by the terms of this Contract. Seller agrees to accept this cash payment as total damages and as
Seller's only remedy under this Contract in the event of Purchaser's default.
ARTICLE X
MISCELLANEOUS
Assignment of Contract
(1) This Contract may not be assigned without the express written consent of Seller.
Survival of Covenants
(2) The representations, warranties, covenants, and agreements of the parties, as well
as any rights and benefits of the parties, pertaining to a period of time following the closing of
the transactions contemplated by this Contract, will survive the closing.
Notice
(3) Any notice required or permitted to be delivered under this Contract will be
deemed received when sent by United States mail,postage prepaid, certified mail, return receipt
requested, addressed to either Seller or Purchaser, as appropriate, at the address set forth opposite
the signature of that party.
Texas Law to Apply
(4) This Contract will be construed in accordance with the laws of the State of Texas,
and all obligations of the parties created under this Contract are performable in Williamson
County, Texas.
Parties Bound
(5) This Contract will be binding on and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, successors and assigns, as
permitted by this Contract.
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Legal Construction
(6) In case any one or more of the provisions contained in this Contract for any
reason is held invalid, this invalidity will not affect any other provision of this Contract, which
will be construed as if the invalid or unenforceable provision had never existed.
Prior Contracts Superseded
(7) This Contract constitutes the only agreement of the parries and supersedes any
prior understandings or written or oral agreements between the parties respecting the subject
matter of this Contract.
Time of Essence
(8) Time is of the essence in this Contract.
The date of execution of this Contract is the date executed by Seller below.
SELLER: For City,Approved as to Form:
City of Round Rock, Texas
by: by:
Nyle Maxwell, its Mayor Stephan L. Sheets, City Attorney
221 E. Main Street Attest:
Round Rock, Texas 78664
By:
(date) Sara White, City Secretary
PURCHASER
by: Y f ltJ S (printed name))
(title)
I
address) 5! f`� ° TX
( ��
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0) (date)
7
RECEIPT
Receipt of[ ] copy of Contract and [] $1,500 Earnest Money is acknowledged.
Date:
Texas American Title Company
Cedar Park, Texas 78613
By:
,Escrow Agent
(Printed Name)
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DATE: January 17, 2008
SUBJECT: City Council Meeting - January 24, 2008
ITEM: 10D3. Consider a resolution authorizing the Mayor to execute a contract with
Thomas Blevins for the sale of 1.3 acres of land designated as LOT 2
BLOCK A, STONE OAK AT ROUND ROCK, SECTION 6, LOT 2.
Department: Administration
Staff Person: Jim Nuse, City Manager
Justification:
The City advertised for bids for the sale of the Stone Oak at Round Rock property in
December and we received one bid. The bid for the property is $130,000.00. The Finance
Department considers this a good price for the property concerned.
Funding: N/A
Cost: N/A
Source of funds: N/A
Background Information•
This land is of no value to the City, and will be owned, and maintained by Mr. Blevins.
Public Comment: N/A