R-10-01-14-8B1 - 1/14/2010RESOLUTION NO. R -10-01-14-8B1
WHEREAS, the City is the owner of a tract of land known as Lot
9A, Replat of Lot 9 of the Heritage Center Subdivision, 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, DBRA Athens Property Investments, L.P. 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 DBRA
Athens Property Investments, L.P., 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; and
BE IT FURTHER RESOLVED
That the Mayor is hereby authorized and directed to execute on
behalf of the City any and all documents necessary for the closing
of the aforesaid transaction.
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.
0:\wdox\SCC1nts\0112\1005\MUNICIPAL\00179590.DOC/rmc
RESOLVED this 14th day of January, 2010.
ATTEST:
g,144/1A- - 1/tliAAA--
SARA L. WHITE, City Secretary
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IL-----*
ALAN MCGRAW, Mayor
City of Round Rock, Texas
CONTRACT FOR SALE OF REAL PROPERTY
THIS CONTRACT FOR SALE OF REAL PROPERTY (referred to herein as the "Contract") is
made by and between the City of Round Rock, a Texas home -rule municipality, with offices
located at 221 East Main Street, Round Rock, Texas (referred to herein as the "Seller") and the
following:
DBRA Athens Property Investments L.P. or Assigns [Purchaser's name]
Partnership [Type of entity, e.g. individual, partnership, corporation, etc.]
1000 North IH 35 [Street address]
Round Rock [City]
Texas 78681 [State and zip code],
(referred to herein as the "Purchaser"), on the terms and conditions which are set forth in this
Contract.
ARTICLE I
PURCHASE AND SALE
1.01 Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, that certain
tract of land located in Williamson County, Texas, being more particularly described as
follows:
Lot 9A, Replat of Lot 9 of the 1-leritage Center Subdivision, a subdivision in
Williamson County, Texas; according to the map and/or plat thereof, recorded in
Cabinet GG, Slides 27-28 of the Plat Records of Williamson County, Texas.
The real property described above, and any rights or appurtenances thereto, are hereafter
referred to in this Contract as the "Property."
This sale and purchase includes all rights and appurtenances pertaining to the Property, but
does not include any right, title and interest of Seller in adjacent streets, alleys or rights-of-
way, together with any improvements, fixtures, and personal property situated on and
attached to the Property.
ARTICLE II SALES PRICE
[Purchaser mast fill in the blanks as appropriate.]
2.01 Amount and Payment of Sales Price. The sales price for the Property will be the sum of
Two Million One Thousand and 00/100 Dollars ($2,001,000), which will be payable by
Purchaser in cash at the closing.
01 12.081 1 175924/11%
EXHIBIT
„A„
ARTICLE III
PURCHASER'S OBLIGATIONS
3.01 Conditions to Purchaser's Obligations. Purchaser's obligations under this Contract are
subject to Seller complying with all of the covenants, agreements, and conditions
required by this Contract, and the satisfaction of each of the following conditions (any of
which may be waived in whole or in part by Purchaser at or before the closing).
3.02 Preliminary Title Report. Seller, at Seller's expense, has previously obtained from Texas
American Title Company, 715 Discovery, Suite 205, Cedar Park, Texas 78613 (referred
to herein as the "Title Company") a preliminary title report (referred to herein as the
"Title Report"). A copy of said Title Report is attached hereto as Exhibit "A" and
incorporated herein by reference for all appropriate purposes. By execution of this
Contract, Purchaser approves and accepts said Title Report and all conditions contained
therein.
3.03 Survey. Seller, at Seller's expense, has previously obtained a current plat of the Property
prepared by Baker-Aicklen & Associates, Inc., registered professional land surveyors,
dated September 18, 2009 (referred to herein as the "Survey"). A copy of said Survey is
attached hereto as Exhibit "B" and incorporated herein by reference for all appropriate
purposes. By execution of this Contract, Purchaser approves and accepts said Survey and
all information shown thereon.
3.04 Environmental Assessment Report. Seller, at Seller's expense, has previously obtained a
current Environmental Assessment Report for the Property prepared by Kleinfelder
Central, Inc., environmental specialists, dated October 10, 2008 (referred to herein as the
"Environmental Assessment Report"). Said Environmental Assessment Report is
referred to herein as Exhibit "C" and is incorporated herein by reference for all
appropriate purposes. A copy is available for viewing during normal business hours at
the City of Round Rock Purchasing Department, City Hall, 221 East Main Street, Round
Rock, Texas 78664. By execution of this Contract, Purchaser approves and accepts said
Environmental Assessment Report.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
401 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.
(2) Condemnation. There is no pending or threatened condemnation or similar
proceeding or assessment affecting the Property or any part of it, nor to the best
knowledge of Seller is any proceeding or assessment contemplated by any
governmental authority.
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(3) Applicable Laws. Seller has complied with all applicable laws, ordinances,
regulations, and restrictions relating to the Property, or any part of it.
(4) Environmental Condition. In this subsection, "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 are in effect on the date of this Contract together
with their implementing regulations and guidelines as of the date of this Contract,
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 Contract,
In this subsection, "I-Iazardous 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 Contract, (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)
To the best of Seller's knowledge, there has not been any violation of
Environmental Laws related to the Property or the presence or release (other than
as permitted by law) of Hazardous Materials on or from the Property except as
disclosed in the Environmental Assessment Report, or other studies and
information relating to the environmental condition of the Property delivered by
Seller to Purchaser or made available for Purchaser's review.
Effect of Purchaser's Knowledge. Despite anything contained in this Contract to
the contrary, Seller shall have no liability for breaches of any representations,
warranties, or certifications (referred to herein individually as a "Representation"
and collectively as the "Representations") that Seller makes in This Contract 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 Contract. 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 Contract, Seller
shall not be in default under this Contract (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
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terminate this Contract by giving written notice to Seller, and thereupon all
Earnest Money shall be refimded to Purchaser and neither party shall have any
further rights or obligations under this Contract, with the exception of the
Surviving Covenants.
(6) Access to Public Highways. The Property has free access to and from public
highways, streets or roads and, to Seller's best knowledge, there is no pending or
threatened governmental proceeding that would impair or result in the termination
of such access.
ARTICLE V
CLOSING
5.01 The closing will be held at the Title Company on or before the sixtieth (60th) day
following Seller's acceptance of Purchaser's offer (referred to herein as the "Closing
Date"), and such closing shall be held at Texas American Title Company, but the parties
are not prohibited by this Contract froin mutually agreeing in writing for closing at a
different date, time and/or place.
5.02 At the closing Seller will:
(1) Deliver to Purchaser a properly executed and acknowledged Special Warranty
Deed, substantially in the form attached hereto as Exhibit "D" which is
incorporated herein by reference for all appropriate purposes, and such Special
Warranty Deed shall convey marketable 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 by Purchaser in accordance with Article I11 of
this Contract;
(c) Any exceptions approved by Purchaser in writing; and
(d) The easement rights specifically reserved in the Special Warranty Deed.
(2) Deliver to Purchaser a Texas Owner's Title Policy, at Seller's expense, issued by
the Title Company, in Purchaser's favor in the full amount of the sales price,
insuring Purchaser's fee simple title to the Property subject to the title exceptions
listed above, to any other exceptions approved in writing by Purchaser, and to the
standard printed exceptions contained in the usual form of Texas Owner's Title
Policy, with the following exceptions:
(a) The boundary and survey exceptions will be deleted at the expense of
Purchaser;
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(b) The exception us to restrictive covenants will be endorsed "None of
Record;" and
(c) The exception as to the lien for taxes will be limited to the year of closing
and will be endorsed "Not Yet Due and Payable."
(3) Deliver to Purchaser possession of the Property, subject to the casement rights
reserved in the Special Warranty Deed,
5.03 At the closing, Purchaser will pay the sales price by cash, wire transfer or certified funds.
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 fox 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. All special taxes or assessments to the Closing Date will
be paid by Seller.
5.05 All costs and expenses of closing in consummating the sale and purchase of the Property
will paid as follows;
(1) Owner's Title Policy paid by Seller;
(2) Title Company fees paid by each party equally;
(3) Survey paid by Seller;
(4) Filing fees for Special Warranty Deed paid by Purchaser;
(5) Title curative matters, if any, paid by Seller; and
(6) Attorney's fees paid by each party respectively.
ARTICLE VC
REAL ESTATE COMMISSIONS
Purchaser mush choose one of'the following hNo options by checking the appropriate box and
filling in the blanks rrs necessara'.J
Each of the parties represents to the other that it .has not incurred and will not incur any
liability for brokerage fees or agents 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
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before closing, there will be no commission due or payable under the Contract. The
aforesaid broker is the agent of Purchaser and not Seller.
ARTICLE VII
ESCROW DEPOSIT
7.01 For the purpose of securing the performance of Purchaser under the terms of this
Contract, Purchaser has delivered to the Title Company the sum of Ten Thousand and
No/100 Dollars ($10,000.00), 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 sales price.
ARTICLE VIII
BREACH BY SELLER
8.01 If Seller fails to fully and timely perform any of its obligations under this Contract or fails
to consummate the sale of the Property for any reason except Purchaser's default,
Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the
Escrow Deposit be returned by the Title Company to Purchaser.
ARTICLE IX
BREACH BY PURCHASER
9.01 In the event Purchaser fails to consummate the purchase of the Property, if Seller is not in
default under this Contract Seller may (1) enforce specific performance of this Contract;
or (2) exercise its right to receive the Escrow Deposit from the Title Company, as
liquidated damages for the failure of Purchaser to perform the duties imposed on
Purchaser by the terms of this Contract. In the event Seller exercises its right to receive
the Escrow Deposit, 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
10.01 Assignment of Contract. This Contract may not be assigned without the express written
consent of Seller.
10.02 Survival of Covenants. Any of the representations, warranties, covenants, and
agreements of the parties, as well as any rights and benefits of the parties, pertaining to a
period of time following the closing of the transactions contemplated by this Contract,
will survive the closing.
10.03 Notice. Any notice required or permitted to be delivered under this Contract will be
deemed received when sena by United States mail, postage prepaid, certified mail/return
receipt requested, addressed to either Seller or Purchaser, as appropriate, at the address
set forth below the signature of that party.
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10.04 Texas Law to Apply. 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. Exclusive _jurisdiction and venue shall lie in
Williamson County, Texas.
10.05 Parties Bound. This Contract will be binding an and inure to the benefit of the parties
and their respective heirs, executors, administrators, legal representatives, successors and
assigns, as permitted by this Contract.
10.06 Legal Construction. 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.
10.07 Prior Contracts Superseded. This Contract constitutes the only agreement of the parties
and supersedes any prior understandings or written or oral agreements between the
parties respecting the subject matter of this Contract.
10.08 Time of Essence. Time is of the essence in this Contract.
10.09 Risk of Loss. Seller will bear the risk of all loss or damage to the premises from all
causes until the Closing Date. If, before the Closing Date, all or part of the premises is
damaged by fire or by any other cause, Seller will promptly notify Purchaser in writing of
this damage. After notice of this damage (from Seller or otherwise), Purchaser will have
the option to require Seller either (i) to convey the premises, on the Closing Date, to
Purchaser in its damaged condition and to assign to Purchaser all of Seller's rights in any
claims Seller may have under the insurance policies covering the premises, or (ii)
Purchaser may, at Purchaser's option, terminate this Contract by written notice delivered
to Seller with a copy to the Title Company. On receipt of such notice, the Title Company
will promptly refund to purchaser the Escrow Deposit, and this Contract will be void for
all purposes. In the event of such damage, upon Purchaser's request, Seller will
immediately provide Purchaser with a copy of all insurance policies covering the
premises.
10.10 Purchase As Is,
PURCHASER ACKNOWLEDGES 'THAT PURCHASER HAS BEEN PROVIDED
SUFFICIENT OPPORTUNITY TO INSPECT, EXAMINE, AND INVESTIGATE THE
PROPERTY AND TO REVIEW TITLE AND SURVEY MATTERS RELATED TO THE
PROPERTY, EXCEPT FOR TI -IF REPRESENTATIONS AND WARRANTIES OF SELLER
EXPRESSLY SET FORTH IN ARTICLE IV; PURCHASER WARRANTS AND
ACKNOWLEDGES TO AND AGREES WITH SELLER THAT PURCHASER IS RELYING
SOLELY ON PURCHASER'S OWN INSPECTIONS, EXAMINATIONS, AND
INVESTIGATIONS OF THE PROPERTY IN MAKING THE DECISION TO PURCHASE
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THE PROPERTY AND IS ACCEPTING TI -IE PROPERTY IN ITS "AS IS, WHERE IS"
CONDITION "WITH ALL FAULTS" AND DEFECTS AS OF THE CLOSING DATE AND
SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES,
REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO ITS
CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR
ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM
OR ON BEHALF OF SELLER, EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES OF SELLER EXPRESSLY SET FORTH IN ARTICLE IV; SELLER
SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION,
ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING (A)
THE VALUE, NATURE, QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING
WITHOUT LIMITATION THE WATER, STRUCTURAL INTEGRITY, SOIL AND
GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH PURCHASER MAY CONDUCT ON THE PROPERTY, INCLUDING THE
POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS,
RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY; (E) THE HABITABILITY, MERCIIANTABILITY,
MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF
TI -IE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER,
QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (H) THE
PRESENCE OR ABSENCE OF I-IAZARDOUS MATERIALS AT, ON, UNDER, OR
ADJACENT TO THE PROPERTY OR ANY OTHER ENVIRONMENTAL MATTER OR
CONDITION OF THE PROPERTY; OR (J) ANY OTHER MATTER WITH RESPECT TO
THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE
IV, ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT
TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND TI -IAT
SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION
OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO TI -IE
ACCURACY OR COMPLETENESS OF TI -IAT INFORMATION; SELLER IS NOT LIABLE
OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY, OR THE
OPERATION OF THE PROPERTY, FURNISHED BY ANY REAL ESTATE BROKER,
AGENT, EMPLOYEE, SERVANT, OR OTHER PERSON EXCEPT FOR THE EXPRESS
REPRESENTATIONS SET FORTH IN ARTICLE IV. PURCHASER FURTHER
ACKNOWLEDGES THAT PURCHASER IS A SOPHISTICATED AND EXPERIENCED
PURCHASER OF PROPERTIES SUCH AS THE PROPERTY AND HAS BEEN DULY
REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS
CONTRACT. SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE
ANY OF THE PROPERTY.
The date of execution of this Contract is the date executed by Seller below.
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SELLER
City of Round Rock, Texas
Signature:
Printed Name:
Title;
Alan McGraw
Address;
Date Signed:
Mayor
221 East Main Street
Round Rock, TX 78664
PURCHASER
Name of Purchaser: k a<r� �, Ti w,.- `E ��, 15 o L
By:
Signature:
Printed Name: -.i
Title: I�yu-.c_ Jyit � �aiZ-.A A+
Address: ;,.-4
Date Signed: t 2- "C"..,'
RECEIPT
Receipt of [ j copy of Contract and [ 3 $10,000 Earnest Money: is acknowledged.
Texas .American Title Company, Inc.
By:
Escrow Agent
Date:
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EXHIBIT A
(Title Report)
10
Title Resources Guaranty Company
SCHEDULE A
GF No. 9691-08.1239
Effective Date: September 1E, 2009 B:00a,m.
Issue Date: September 23, 2009
1. The policy or policies to he issued are:
(a) OWNER POLICY OF TITLE; INSURANCE (Form T-1)
(Not appilcable for Improved ane -to -four family residential real estate)
Policy Amount: $
PROPOSED INSURED:
(b) TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE
— ONE -TO -FOUR FAMILY RESIDENCES (Farm T -1 R)
Policy Amount: $
PROPOSED INSURED:
(c) MORTGAGEE POLICY OF TITLE INSURANCE (Form T-2)
Policy Amount: $
PROPOSED INSURED:
Proposed Borrower:
(d) TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE
(Form T -2R)
Policy Amount: $
PROPOSED INSURED:
Proposed Borrower:
(e)M) MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-
1
Binder Amount_ $
PROPOSED INSURED:
Proposed Borrower:
(f) OTHER
Policy Amount: $
PROPOSED INSURED:
2. Tho I,nlerest fn the land covered by this Commitment Is:
Fee Simple
3. Record title to the land on the Effective Date appears to be vested In:
City of Round Rock, Texas
4. Legal description of land:
Lot 9A, Replat of Lot 9 of the Heritage Center, a subdivision in Williamson County,
Texas; according to the map and or plat thereof, recorded In Cabinet GE, Slides 27-28,
of the Plat Records of Williamson County, Texas,
Form T-7: Commitment for Title Insurance 9691-08-1239
SCHEDULE B
EXCEPT(ONS PROM COVERAGE
In addillon to the Exclusions and Conditions and Stipulations, your Policy will net cover loss,
costs, attorney's fees, and expenses resulting from:
1. The following restrictive covenants of record Itemized below (We must either Insert specific recording
data or delete this exception):
Cabinet F, Slides 294-295 and Cabinet GG, Slides 27-28, of the Plat Records of
Williamson County, Texas,
But deleting any covenant, condition or restitution Indicating a preference, (imitation or discrimination
based on race, color, rangier), sex, handicap, familial status or national origin unless and only to the
extent that said covenant (a) is exempt under chaplet 42, section 3607 of the United States code or
(b) Relates to handicap but does not discriminate against handicapped persons.
2. Any discrepancies, conflicts, or shortages In area or boundary lines, or any encroachments or
protrusions, or any overlapping of improvements.
3. Homestead or community property or survivorship rights, if any of any spouse of any insured.
(Applies to the Owner Polley only.)
4. Any titles or rights asserted by anyone, inciuding, but not limited to, persons, the public, corporations,
governments or other entities,
a. to tidelands, er lands comprising the shore, ❑r beds of navigable or perennial rivers
and streams, lakes, bays, gulfs or oceans, or
b. to lands beyond the line of the harbor or bulkhead lines as established or changed by
any government, or
c, to filled -In lands, or artificial Islands, or
d. to statutory water rights, including riparian rights, or
e. to the area extending from the line of mean low tide to the line of vegetation, or the
rights of access to that area or easement along and across that area.
f. (Applies to the Owner Policy only.)
5. Standby fees, taxes and assessments by any taxing authority for the year 2009, and subsequent
years; and subsequent taxes and assessments by any laxing authority for prior years due to change
In land usage or ownership, but not these taxes or assessments for prior years because of an
exemption granted to a previous owner of the property under Section 11.13, Texas ax Code, or
because of Improvements not assessed for a previous tax year. (If Texas Short Form Residential
Mortgagee Policy of Title Insurance (T -2R) is Issued, that policy will substitute 'which became due
and payable subsequent to Date of Policy" In lieu of "for the year 2009 and subsequent years.")
6- The terms and conditions of the documents creating your Interest In the land.
7. Materials furnished or labor performed in connection with planned construction before signing and
delivering the lien document described In Schedule A, If the land is part of the homestead of the
owner. (Applies to the Mortgagee Title Policy Binder on Interim Constru❑tfon Loan only, and may be
deleted if satisfactory evidence is furnished to us before a binder Is issued.)
8. Liens and leases that affect the title to the land, but that are subordinate l❑ the (len of the insured
mortgage. (Applies to Mortgagee Policy (7-2) only.)
9. The Exceptions from Coverage and Express insurance in Schedule B of the Texas Short Form
Residential Mortgagee Policy of Title insurance (T -2R). (Applies to Texas Short Form Residential
Mortgagee Policy of Title Insurance (T -2R) only. Separate exceptions 1 through 8 of this Schedule B
Form T-7: Commitment for Title Insurance M01-90-1239
do not apply to the Texas Short From Residential Mortgagee Policy of Title insurance (T -2R).
10_ The following natters and all terms of the documents creating or offering evidence of (he matters
(We must insert matters or delete this exception.);
a. A public utility and sidewalk easement 10 feet in width along the street right-of-way property
lines, as staled per the plat recorded In Cabinet GO, Slides 27-28, of the Plat Records of
Williamson County, Texas,
b. A public utility easement 20 feet In width along the north property line of the subject property,
as shown per the plat recorded in Cabinet GG, Slides 27-28, of the Plat Records of
Wlllfarnson County, Texas.
c. A sewer easement 15 feet in width Traversing the subject property, as shown per the plat
recorded in Cabinet GG, Slides 27-28, of the Plat Records of Williamson County, Texas.
d. A utility easement granted to City of Round Rock, in Instrument recorded in Volume 546,
Page 453, of the Deed Records of Williamson County, Texas, and as shown per the
recorded plat thereof.
e. A utility easement granted to City of Round Rock, in instrument recorded In Volumo 555,
Page 189, of the Deed Records of Williamson County, Texas, and as shown per the
recorded plat thereof.
f. A utility easement granted to City of Round Rock, In histrument.recorded In Volume 936,
Page 743, of the Deed Records of Williamson County, Texas, and as shown per the
recorded plat thereof.
g. A wastewater line and access easement granted to L.C.R.A. by instrument recorded in
Document No. 2002019506, Official Public Records of Williamson County, Texas, and as
shown per the plat recorded in Cabinet GG, Slides 27-28, of the Plat Records of Williamson
County, Texas.
h. A tunnel wastewater easement granted to L.C.R.A. by Instrument recorded In Document No.
2002019507, Official Public Records of Wiltiarnson County, Texas, and as shown per the
plat recorded in Cabinet GO, Slides 27-28, of the Plat Records of Williamson County, Texas.
I. A temporary construction easement granted to L.C.R.A by instrument recorded In Document
No. 2005085140, Official Public Records of Williamson County, Texas.
J. Rights of parties In possession. (Owner's Policy only)
k. Terms, conditions and stipulations of any and all feasts agreements, amendments and
supplements thereto existing with tho rights of tenants in possession, whether written or oral,
recorded or unrecorded.
I. Subject to any and all vtsibfe and or apparent easements and roadways, public or private,
over, under or across subject property which a survey or physical inspection may disclose.
Form T-7; Commitment for Tine tnsurance 8691-00-12343
SCHEDULE C
Your Polley will not cover loss, costs, attorneys fees, and expenses resulting from the following
requirements that will appear as Exceptions In Sohedule l3 of the Policy, unless you dispose of these
matters to our satisfaction, before the date the Polley is Issued:
f . Documents creating your title or interest must be approved by us and must be signed, notarized and
fled for record.
2. Satisfactory evidence must be providc-d that:
no person occupying the land claims any interest In that land against the persons named
In paragraph 3 of Schedule A,
all standby fees, taxes, assessments and charges against the property have bean paid,
alt Improvements or repairs to the property are completed and accepted by the owner,
and that all contractors, sub -contractors, laborers and suppliers have been fully paid, and that no
mechanic's, laborer's or materialmen s flans have attached to the property,
there Is legal right of access to and from the land,
(on a Mortgagee Policy only) restrictions have not been and will not be violated that affeot
the validity and prlorily of the Insured mortgage.
3 You must pay the seller or borrower the agreed amount for your property or Interest
4. Any defect, lien or other matter that may affect title to the land or Interest insured, that arises or Is
filed after the effeolive date of this Cornmitntent.
5. NOTE: Procedural Rule P-27 as provided for In Article 9.3fA of the Texas insurance Code requires
that "Good Funds" be received and deposited before a Title Agent may disburse from its Trust Fund
Account.
6. NOTE: We find no outstanding liens of record affecting the subject property. Inquiry should be made
concerning the existence of any unrecorded lien or other indebtedness that could arise to any
security Interest claim In the subject properly.
7. NOTE: The earnest money contract you entered into la purchase the land, may provide that the
standard title policy contains an exception as to discrepancies, conflicts, shortages In area or
boundary lines, encroachments or protrusions, or overlapping improvements and (het the buyer, at
buyer's expense, may have the exception amended to read "shortages In area", thereby giving you
coverage for those matters. The Texas title Information portion of the commitment for tllle insurance
advises you that your policy will Insure you against lose because of discrepancies or conflicts in
boundary lines, encroachments or protrusions, or overlapping of Improvements If you pay additional
premium tor the coverage, Amendment of exception, as to area, boundaries, etc. applicable only as
provided in Rules P-2 and P -8.a.(2) — the exception as to areas and boundaries, etc., may be
amended In an owner or mortgagee policy upon payment of an additional premium (In the case only
of an owner policy) therefore equivalent to (1) 15% of the baste rale In an owner poiley (T -l) or (2)
5% of the basic rate in a residential owner polley of title insurance - one -lo -four famlly residences
(Form T-iR), with a minimum premium of 520_/)0.
13. In addition we require the following: (a). We must be furnished with a properly executed affidavit as
to debts and liens, executed by the Seller(s); (b). We must be furnished with a properly executed
Waiver of Inspection, executed by the Purchaser(s) and/or Borrower(s); (c). This Company shall
follow the rules as set out by the State Board of insurance In disbursing Funds provided by the
Form T-7: Commitment for Title insurance 9691-0B-i23D
assured andior Insured on Schedule A or this commitment Good Funds, ac defined In Rule P-27,
shall be In the possession of this Title Company prior la any disbursements; (d). This file must he
updated within 24 hours prior to closing,
9. The last deed of record was filed on November 19, 1891, In Volume 2078, Page 856, Official
Records of saki County; wherein the record owner(s) acquired suoJect property.
Texas American Titte Company
Aulhpr_ad Officer a Age
This Commitment is lnvalld unless the Insuring provisions and Schedules A, B, and C ere
attached.
C1(
Form T-7: Conrmitrnent for Title Insurance 9091-00.1239
EXHIBIT B
(Survey)
11
SURVEY OF
LOT OA OF THE
PROPOSED REPLAT OF LOTS
HERITAUE CENTER SUBDIVISION
ROUND ROCK, TEXAS
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EXHIBIT C
(Envirotvnental Assessment Report)
The referenced Environmental Assessment Report is available for viewing during normal
business hours at the City of Round Rock Purchasing Department, City Hall, 221 East Main
Street, Round Rock, Texas 78664.
12
EXHIBIT I)
(Special Warranty Deed)
13
SPECIAL 'WARRANTY DEED
THE STATE OF TEXAS s
COUNTY OF WILLIA1VMSON
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REIV]IOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUI ER.
The CITY OF ROUND ROCK, a Texas home -rule municipality, hereinafter referred to as
Grantor, for and in consideration of the sung of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration to Grantor in hand paid by , hereinafter
referred to as Grantee, the receipt and sufficiency of which is hereby acknowledged, and for which no
lien (either express or implied) is retained, has this day sold and by these presents does hereby grant,
bargain, sell and convey unto said Grantee, , all that certain tract or
parcel of land lying and being situated in the County of Williamson, State of Texas, being more
particularly described as follows: •
Lot 9A, Replat of Lot 9 of the Heritage Center Subdivision, a subdivision in
Williamson County, Texas; according to the map and/or plat thereof, recorded in
Cabinet GG, Slides 27-28 of the Plat Records of Williamson County, Texas.
RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY:
Easements and rights-of-way of record; all presently recorded restrictions, reservations,
covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other
than liens and conveyances, that affect the property; rights of adjoining owners in any wails and fences
situated on a common boundary; and any encroachments or overlapping of improvements.
TO HAVE AND TO HOLD the premises herein described and herein conveyed, together with
all and singular the rights and appurtenances thereto in anywise belonging, unto the Grantee,
, and his/her/its assigns forever; and Grantor sloes hereby bind itself and its
administrators, successors and assigns to warrant and forever defend, all and singular, the said premises
herein conveyed unto Grantee, , and his/her/its heirs, administrators,
successors and assigns against every person whomsoever lawfully claiming or to claire the same or any
part thereof by, through, or under Grantor, but not otherwise.
IN WITNESS WHEREOF, this instrument is executed on this the day of the month of
, 20
KNOW ALL DY THESE PRESENTS:
THE CITY O1< ROUND ROCK, TEXAS, Grantor ATTEST:
By: By:
Printed Name:
Title:
Date Signed:
0112.0811
175947/j kg
Sara L. White, City Secretary
ACKNOWLEDGIVI NT
THE STATE OF TEAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this the day of the month of
, 20 , by ALAN McGRAW, Mayor of the CITY OF ROUND
ROCK, TEXAS, in the capacity and for the consideration and purposes recited herein.
Notary Public, State of Texas
PREPARED D Ill THE OFFICE OF:
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, Texas 78664
GRANTOR'S ADDRESS:
Round Rock City Hall
221 East Main Street
Round Rock, Texas 78664
GRANTEE'S ADDRESS:
AFTER RECORDING RETURN TO:
03081 11.24
Office AU # 1210(8)
Purchaser:
Purchaser Account
Operator 1.0.:
DRRA ATHENS PROPERTY INVESTMEN
7962091026
txD06467 tx003486
OFFICIAL CHECK
PAY TO THE ORDER OF ***TEXAS AMERICAN TITLE COMPANY***
***Ten thousand dollars and no cents***
WELLS FARGO & COMPANY ISSUER
420 MONTGOMERY STREET
SAN FRANCISCO, CA 94163
PAYABLE AT WELLS FARGO BANK. N.A.
FOR INOUIRIES CALL (480) 394-3122
03081 11-24
Office AU # 1210(8)
Operator I.D.: [x006467 tx003486
NOTICE TO PURCHASER --IF THIS INSTRUMENT 15 LOST,
STOLEN OR DESTROYED, YOU MAY REQUEST CANCELLATION
AND REISSUANCE. AS A CONDITION TO CANCELLATION AND
REISSUANCE, WELLS FARGO & COMPANY MAY IMPOSE A
FEE AND REQUIRE AN INDEMNITY AGREEMENT AND BOND.
Purchaser Copy
SERIAL #: 0388124951
ACCOUNT#: 4861-505725
December 15, 2009
**$10,000.00**
VOID IF OVER US $ 10,000.00
NON-NEGOTIABLE
.;... 1
7,473ii.17YM { leiii M1t( g. 576in h y{T�
OFFICIAL CHECK
PAY TO THE ORDER OF ***TEXAS AMERICAN TITLE COMPANY***
***Ten thousand dollars and no cents***
WELLS FARGO & COMPANY ISSUER
420 MONTGOMERY STREET
SAN FRANCISCO, CA 94163
PAYABLE AT WELLS FARGO BANK, N.A.
FOR INQUIRIES CALL (480) 394-3122
e0 388 1 2 4 9 5 SII' L 21000 2481:1-,a6 1 50 57250
0388124951
December 15, 2009
**$10,000.00**
IL/1j
VOID IF OVER US $
�10,0y00.00
�r
CONTROLLER
DATE: January 7, 2010
SUBJECT: City Council Meeting—January 14, 2010
ITEM: 8B1. Consider a resolution authorizing the Mayor to execute a Contract for Sale of
Real Property with DBRA Athens Property Investments, LP for property located
at 615 Palm Valley Boulevard (old police station).
Department:
Staff Person:
Justification:
Finance
Cheryl Delaney, Finance Director
The City advertised for bids for the sale of the old police department property in November/December
of 2009. Bids were due on December 15 and three (3) bids were received. The best bid for the property
is $2,001,000.00 less 0% commission.
Strategic Plan Relevance:
Goal 8- Maintain and enhance public confidence, satisfaction and trust in City government.
Funding:
Cost: N/A
Source of Fund: N/A
Outside Resources (if applicable):
Texas American Title Company Escrow check of $10,000.00
Public Comment (if applicable):
EXECUTED
DOCUMENT
FOLLOWS
CONTRACT FOR SALE OF REAL PROPERTY
THIS CONTRACT FOR SALE OF REAL PROPERTY (referred to herein as the "Contract") is
made by and between the City of Round Rock, a Texas home -rule municipality, with offices
located at 221 East Main Street, Round Rock, Texas (referred to herein as the "Seller") and the
following:
DBRA Athens Property Investments L.P. or Assigns [Purchaser's name]
Partnership [Type of entity, e.g. individual, partnership, corporation, etc.]
1000 North IH 35 [Street address]
Round Rock [City]
Texas 78681 [State and zip code],
(referred to herein as the "Purchaser"), on the terms and conditions which are set forth in this
Contract.
ARTICLE I
PURCHASE AND SALE
1.01 Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, that certain
tract of land located in Williamson County, Texas, being more particularly described as
follows:
Lot 9A, Replat of Lot 9 of the Heritage Center Subdivision, a subdivision in
Williamson County, Texas; according to the map and/or plat thereof, recorded in
Cabinet GG, Slides 27-28 of the Plat Records of Williamson County, Texas.
The real property described above, and any rights or appurtenances thereto, are hereafter
referred to in this Contract as the "Property."
This sale and purchase includes all rights and appurtenances pertaining to the Property, but
does not include any right, title and interest of Seller in adjacent streets, alleys or rights-of-
way, together with any improvements, fixtures, and personal property situated on and
attached to the Property.
ARTICLE II SALES PRICE
[Purchaser mastf ul in the blanks as appropriate.]
2.01 Amount and Payment of Sales Price. The sales price for the Property will be the sum of
Two Million One Thousand and 00/100 Dollars ($2,001,000), which will be payable by
Purchaser in cash at the closing.
01 12.081 1 175924/j4
�-tu-vt-1I4-- 1
ARTICLE HI
PURCHASER'S OBLIGATIONS
3.01 Conditions to Purchaser's Obligations. Purchaser's obligations under this Contract are
subject to Seller complying with all of the covenants, agreements, and conditions
required by this Contract, and the satisfaction of each of the following conditions (any of
which may be waived in whole or in part by Purchaser at or before the closing).
3.02 Preliminary Title Report. Seller, at Seller's expense, has previously obtained from Texas
American Title Company, 715 Discovery, Suite 205, Cedar Park, Texas 78613 (referred
to herein as the "Title Company") a preliminary title report (referred to herein as the
"Title Report"). A copy of said Title Report is attached hereto as Exhibit "A" and
incorporated herein by reference for all appropriate purposes. By execution of this
Contract, Purchaser approves and accepts said Title Report and all conditions contained
therein.
3.03 Survey. Seller, at Seller's expense, has previously obtained a current plat of the Property
prepared by Baker-Aicklen & Associates, Inc., registered professional land surveyors,
dated September 18, 2009 (referred to herein as the "Survey"). A copy of said Survey is
attached hereto as Exhibit "B" and incorporated herein by reference for all appropriate
purposes. By execution of this Contract, Purchaser approves and accepts said Survey and
all information shown thereon.
3.04 Environmental Assessment Report. Seller, at Seller's expense, has previously obtained a
current Environmental Assessment Report for the Property prepared by Kleinfelder
Central, Inc., environmental specialists, dated October 10, 2008 (referred to herein as the
"Enviromnental Assessment Report"). Said Environmental Assessment Report is
referred to herein as Exhibit "C" and is incorporated herein by reference for all
appropriate purposes. A copy is available for viewing during normal business hours at
the City of Round Rock Purchasing Department, City Hall, 221 East Main Street, Round
Rock, Texas 78664. By execution of this Contract, Purchaser approves and accepts said
Enviromnental Assessment Report.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
4.01 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.
(2) Condemnation. There is no pending or threatened condemnation or similar
proceeding or assessment affecting the Property or any part of it, nor to the best
knowledge of Seller is any proceeding or assessment contemplated by any
governmental authority,
2
(3) Applicable Laws. Seller has complied with all applicable laws, ordinances,
regulations, and restrictions relating to the Property, or any part of it.
(4) Environmental Condition, In this subsection, "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 envirorunent as are in effect on the date of this Contract together
with their implementing regulations and guidelines as of the date of this Contract,
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 Contract.
(5)
In this subsection, "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 Contract, (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.
To the best of Seller's knowledge, there has not been any violation of
Environmental Laws related to the Property or the presence or release (other than
as permitted by law) of Hazardous Materials on or from the Property except as
disclosed in the Envirozunental Assessment Report, or other studies and
information relating to the environmental condition of the Property delivered by
Seller to Purchaser or made available for Purchaser's review.
Effect of Purchaser's Knowledge. Despite anything contained in this Contract to
the contrary, Seller shall have no liability for breaches of any representations,
warranties, or certifications (referred to herein individually as a "Representation"
and collectively as the "Representations") that Seller makes in this Contract 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 Contract. In addition, if any update to SeIler's
warranties and representations discloses a matter or circumstance that is material
and adverse to Purchaser and not otherwise permitted under this Contract, Seller
shall not be in default under this Contract (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
3
terminate this Contract by giving written notice to Seller, and thereupon all
Earnest Money shall be refunded to Purchaser and neither party shall have any
further rights or obligations under this Contract, with the exception of the
Surviving Covenants.
(6) Access to Public HIghways. The Property has free access to and froin public
highways, streets or roads and, to Seller's best knowledge, there is no pending or
threatened goveriunental proceeding that would impair or result in the termination
of such access.
ARTICLE V
CLOSING
5.01 The closing will be held at the Title Company on or before the sixtieth (60th) day
following Seller's acceptance of Purchaser's offer (referred to herein as the "Closing
Date"), and such closing shall be held at Texas American Title Company, but the parties
are not prohibited by this Contract from mutually agreeing in writing for closing at a
different date, time and/or place.
5.02 At the closing Seller will:
(1) Deliver to Purchaser a properly executed and acknowledged Special Warranty
Deed, substantially in the form attached hereto as Exhibit "D" which is
incorporated herein by reference for all appropriate purposes, and such Special
Warranty Deed shall convey marketable title in fee simple to alt 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 by Purchaser in accordance with Article Ill of
this Contract;
(c) Any exceptions approved by Purchaser in writing; and
(d) The easement rights specifically reserved in the Special Warranty Deed.
(2) Deliver to Purchaser a Texas Owner's Title Policy, at Seller's expense, issued by
the Title Company, in Purchaser's favor in the full amount of the sales price,
insuring Purchaser's fee simple title to the Property subject to the title exceptions
listed above, to any other exceptions approved in writing by Purchaser, and to the
standard printed exceptions contained in the usual form of Texas Owner's Title
Policy, with the following exceptions:
(a) The boundary and survey exceptions will be deleted at the expense of
Purchaser;
4
(b) The exception as to restrictive covenants will be endorsed "None of
Record;" and
(c)
The exception as to the lien for taxes will. be limited to the year of closing
and will be endorsed "Not Yet Due and Payable."
(3) Deliver to Purchaser possession of the Property, subject to the easement rights
reserved in the Special Warranty Deed,
5,03 At the closing, Puuohaser will pay the sales price by cash, wire transfer or certified funds.
5.04 General real estate taxes for the current year relating to the Property, insurance and utility
charges, Warty, 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. Ail special taxes or assessments to the Closing Date will
be paid by Seller.
5.05 All costs and expenses of closing in consummating the sale and purchase of the Property
will paid as follows;
(1) Owner's Title Policy paid by Seller;
(2) Title Company fees paid by each party equally;
(3) Survey paid by Seller;
(4) Filing fees for Special Warranty Deecl paid by Purchaser;
(5) Title curative matters, if any, paid by Seller; and
(6) Attorney's fees paid by each party respectively.
ARTICLE VI
REAL ESTATE COMMISSIONS
1Prrpc:ltaser must choose one of the following tun) options by checking the appropriate box mul
filling in the blanks as nevessar;NT
Each of the 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.
0 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
5
before closing, there will be no commission due or payable under the Contract. The
aforesaid broker is the agent of Purchaser and not Seller.
ARTICLE VII
ESCROW DEPOSIT
7.01 For the purpose of securing the performance of Purchaser under the terms of this
Contract, Purchaser has delivered to the Title Company the sum of Ten Thousand and
No/100 Dollars ($10,000.00), 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 sales price.
ARTICLE VIII
BREACH BY SELLER
8.01 If Seller fails to fully and timely perform any of its obligations under this Contract or fails
to consununate the sale of the Property for any reason except Purchaser's default,
Purchaser may: (1) enforce specific perfortnance of this Contract; or (2) request that the
Escrow Deposit be returned by the Title Company to Purchaser.
ARTICLE IX
BREACH BY PURCHASER
9.01 In the event Purchaser fails to consummate the purchase of the Property, if Seller is not in
default under this Contract Seller may (1) enforce specific performance of this Contract;
or (2) exercise its right to receive the Escrow Deposit from the Title Company, as
liquidated damages for the failure of Purchaser to perform the duties imposed on
Purchaser by the terms of this Contract. In the event Seller exercises its right to receive
the Escrow Deposit, 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
10.01 Assignment of Contract. This Contract may not be assigned without the express written
consent of Seller.
10.02 Survival of Covenants. Any of the representations, warranties, covenants, and
agreements of the parties, as well as any rights and benefits of the parties, pertaining to a
period of time following the closing of the transactions contemplated by this Contract,
will survive the closing.
10.03 Notice. 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 below the signature of that party.
6
10.04 Texas Law to Apply. 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. Exclusive jurisdiction and venue shall lie in
Williamson County, Texas.
10.05 Parties Bound. 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.
10.06 Legal Construction. 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.
10.07 Prior Contracts Superseded. This Contract constitutes the only agreement of the parties
and supersedes any prior understandings or written or oral agreements between the
parties respecting the subject matter of this Contract.
10.08 Time of Essence. Time is of the essence in this Contract.
10.09 Risk of Loss. Seller will bear the risk of all loss or damage to the premises from all
causes until the Closing Date. If, before the Closing Date, all or part of the premises is
damaged by fire or by any other cause, Seller will promptly notify Purchaser in writing of
this damage. After notice of this damage (from Seller or otherwise), Purchaser will have
the option to require Seller either (i) to convey the premises, on the Closing Date, to
Purchaser in its damaged condition and to assign to Purchaser all of Seller's rights in any
claims Seller may have under the insurance policies covering the premises, or (ii)
Purchaser may, at Purchaser's option, terminate this Contract by written notice delivered
to Seller with a copy to the Title Company. On receipt of such notice, the Title Company
will promptly refund to purchaser the Escrow Deposit, and this Contract will be void for
all purposes. In the event of such damage, upon Purchaser's request, Seller will
immediately provide Purchaser with a copy of all insurance policies covering the
premises.
10.10 Purchase As Is.
PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN PROVIDED
SUFFICIENT OPPORTUNITY TO INSPECT, EXAMINE, AND INVESTIGATE THE
PROPERTY AND TO REVIEW TITLE AND SURVEY MATTERS RELATED TO THE
PROPERTY, EXCEPT FOR TIIE REPRESENTATIONS AND WARRANTIES OF SELLER
EXPRESSLY SET FORTH IN ARTICLE IV; PURCHASER WARRANTS AND
ACKNOWLEDGES TO AND AGREES WITH SELLER THAT PURCHASER IS RELYING
SOLELY ON PURCHASER'S OWN INSPECTIONS, EXAMINATIONS, AND
INVESTIGATIONS OF THE PROPERTY IN MAKING THE DECISION TO PURCHASE
7
THE PROPERTY AND IS ACCEPTING TI -IE PROPERTY IN ITS "AS IS, WHERE IS"
CONDITION "WITH ALL FAULTS" AND DEFECTS AS OF THE CLOSING DATE AND
SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES,
REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO JTS
CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR
ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM
OR ON BEHALF OF SELLER, EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES OF SELLER EXPRESSLY SET FORTH IN ARTICLE IV; SELLER
SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION,
ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING (A)
THE VALUE, NATURE, QUALITY, OR CONDITION OF THE PROPERTY, INCLUDING
WITHOUT LIMITATION THE WATER, STRUCTURAL INTEGRITY, SOIL AND
GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH PURCHASER MAY CONDUCT ON THE PROPERTY, INCLUDING THE
POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS,
RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF
THE PROPERTY; (F) TIIE MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS, IF ANY, INCORPORATED INTO TIIE PROPERTY; (0) THE MANNER,
QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (H) THE
PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR
ADJACENT TO THE PROPERTY OR ANY OTHER ENVIRONMENTAL MATTER OR
CONDITION OF THE PROPERTY; OR (J) ANY OTI-IER MATTER WITH RESPECT TO
THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN ARTICLE
IV, ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT
TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND TI -IAT
SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION
OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF THAT INFORMATION; SELLER IS NOT LIABLE
OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY, OR THE
OPERATION OF THE PROPERTY, FURNISHED BY ANY REAL ESTATE BROKER,
AGENT, EMPLOYEE, SERVANT, OR OTHER PERSON EXCEPT FOR THE EXPRESS
REPRESENTATIONS SET FORTH IN ARTICLE IV. PURCHASER FURTHER
ACKNOWLEDGES THAT PURCHASER IS A SOPHISTICATED AND EXPERIENCED
PURCHASER OF PROPERTIES SUCH AS THE PROPERTY AND HAS BEEN DULY
REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS
CONTRACT. SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE
ANY OF THE PROPERTY.
The date of execution of this Contract is the date executed by Seller below.
8
SELLER
City of Round Rock, Texas
13y:
Signature:
Printed Name:
Title:
Alan McGraw
Address:
Mayor
221 East Main Street
Round Rock, TX 78664
Date Signed: 1 .l4•• LU
PURCHASER
Name of Purchaser: Fl, c• .
By:
Signature: {z' 1 .'lb
Printed Na t ..' 't v,:),„..pL
Title: I` -& r j 3cza A+ ,S ?f,---.9.4-49 nqi) L LQ--- - 4-1.e- ?, .t, -$wA
Address: tvc. c N a r+1„ 1-N 3 S irk k -k.•,-5 ?: - } .,-k. { '3 r•ve4`,•,e;^k , LP.
R,,)n j, Ruc_1E, 1Tv , -M k.% t
Date Signed: t 2-k ► •s 1 c:.\
RECEIPT
Receipt of [ ] copy of Contract and [ ] $10,000 Earnest Money is acknowledged.
Texas American Title Company, inc.
By:
Date:
9
Escrow Agent
EXHIBIT A
(Title Report)
10
Title Resources Guaranty Company
SCHEDULE A
GE No. 9691-004239
Effective Date: September 15, 2049 B:OOa.m.
Issue Date: September 23, 2049
1. The policy or policies to be issued are:
(a) OWNER POLICY OF TITLE INSURANCE (Form T-1)
(Not appfcable for Improved ons-to-faur family residential real estate)
Policy Amount: $
PROPOSED INSURED:
(b) TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE
ONE -TO -FOUR FAMILY RESIDENCES (Form T-1 R)
Policy Amount: $
PROPOSED INSURED:
(c) MORTGAGEE POLICY OF TITLE INSURANCE (Form T-2)
Policy Amount; $
PROPOSED INSURED:
Proposed Borrower:
(d) TEXAS SHORT FORM RESIDENTIAL MORTGAGEE POLICY OF TITLE INSURANCE
(Form T 2R)
Policy Amount: $
PROPOSED INSURED:
Proposed Borrower:
(e) MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-
13)
Binder Amount: $
PROPOSED INSURED:
Proposed Borrower:
(t) OTHER
Policy Amount: $
PROPOSED INSURED:
2. The Interest In the land covered by this Commitment is:
Fee Simple
3. Record title to the land on the Effective Date appears to be Vested In:
City of Round Rook, Texas
4. Legal description of land:
Lot 9A, Replat of Lot 9 of the Heritage Center, a subdivision in Williamson County,
Texas; according to the map and or plat thereof, recorded In Cabinet GG, Slides 27-28,
of the Plat Records of Wiotemson County, Texas,
Farm T-7: Commitment for Title Insurance 9691-08-1239
SCHEDULE B
EXCEPT€OMS FROM COVERAGE
In addiflen to the Exclusions and Conditions and Stipulations, your Policy will not cover loss,
costs, attorney's fees, and expenses resulting from:
1. The following restrictive covenants of record Itemized below (We must either Insert speclftc recording
data or delete this exception):
Cabinet F, Slides 294-296 and Cabinet GG, Slides 27-28, of the Plat Records of
Williamson County, Texas.
But deleting any covenant, condition or restriction Indicating a preference, lim€talion or discrimination
based an race, color, religion, sex, handicap, familial status or national origin unless and Only to the
extent that said covenant (a) Is exempt under chapter 42, seollon 36D7 of the United States coda or
(b) Relates to handicap but does not discriminate against handicapped persons.
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or
protrusions, or anyovertapping of Improvements.
3. Homestead or community property ar survivorship rights, if any of any spouse of any insured,
(Applies to the Owner Pettey only.)
4. Any titles or rights asserted by anyone, including, but not limited b, persons, the public, corporations,
governments or other entities,
a. to tidelands, or lands comprising the ahoree or bed of navigable or perennial rivers
end streams, takes, bays, gulfs or oceans, or
b. to lands beyond the line of the harbor or bulkhead knes as established or changed by
any government, or
c, to fitted -in lands, or artificial Islands, or
d. to statutory water rights, fnstuding riparian rights, or
e. to the area extending from the line of mean tow Ude to the tine of vegetation, or the
rights of access to that area or easement along and across that area.
f. (Applies to the Owner Policy only,)
5. Standby fees, taxes and assessments by any taxing authority for the year 2009, and subsequent
years; and subsequent taxes and 'assessments by any taxing authority for prior years due to change
in land usage ar ownership, but not those taxes or assessments for prior years because of an
exemption granted to a previous owner of the property under Section 11.13, Texas ax Code, or
because of Improvements not assessed for a previous tax year. (If Texas Short Form Residential
Mortgagee Policy of The insurance (T -2R) Is Issued, that policy wilt substitute "which become due
and payable subsequent to bate of Policy" fn lieu of "for the year 2009 and subsequent years.")
ex The terms and conditions of the documents creating your interest In the land.
7. Materials furnished or labor performed In connection with planned cons iiintlon before signing and
delivering the lien document described in Schedule A, If the land Is part of the homestead of the
owner. (Applies to the Mortgagee Title Policy Binder on Interim Construotlon Loan only, and may be
deleted If satisfactory evidence Is furnished to ue before a binder is issued.)
8. Liens and teases that affect the title to the land, but that are subordinate to the lien of the insured
mortgage. (Applies to Mortgagee Policy (T-2) only.)
9. The Exoeptiona from Coverage and Express Insurance in Schedule B of the Texas Short Form
Residential Mortgagee Polley of Title insurance (T -2R). (Apples to Texas Short Form Residential
Mortgagee Policy of Title insurance (T -2R) only. Separate exceptions 1 through 8 of this Schedule B
Form T-7: Commitment for Title Insurance 9591-08-1239
do not apply to the Texas Short From Residential Mortgagee Policy of Title Insurance (T -2R).
10. The following matters and all terms of the documents creating or offering evidence of the matters
(We must insert matters or delete this exception.):
a. A public utility and sidewalk easement 10 feet In width along the street right-of-way property
lines, as stated per the plat recorded in Cabinet Cr, Slides 27-28, of the Plat Records of
Williamson County, Texas.
b. A pubito utfltty easement 20 feet in width along the north property line of the subject property,
es shown per the plat recorded in Cabinet GG, Slides 27-28, of the Plat Records of
W1litamson County, Texas.
c. A sewer easement 15 feet 1n width traversing the subject property, as shown per the plat
recorded in Cabinet GG, Slides 27-28, of the Plat Records of Williamson County, Texas.
d. A unity easement granted to City of Round Rock, In instrument recorded in Volume 646,
Page 453, of the Deed Records of Williamson County, Texas, and as shown per the
recorded plat thereof.
e. A utility easement granted to City of Round Rock, in instrument recorded In Volume 556,
Page 189, of the Deed Records of Williamson County, Texas, and as shown per the
recorded plat thereof.
f- A utility easement granted to City of Round Rock, in Instrument recorded In Volume 936,
Page 743, of the Deed Records of Williamson County, Texas, and as shown per the
recorded plat thereof,
9-
A wastewater line and access easement granted to L.C.R.A. by instrument recorded In
Document No. 2002019506, Official Public Records of Williamson County, Texas, and as
shown per the plat recorded in Cabinet GG, Slides 27-28, of the Plat Records of Williamson
County, Texas.
h. A tunnel wastewater easement granted to L C.R.A, by Instrument recorded in Document No.
2002019507, Official Public Records of Williamson County, Texas, and as shown per the
plat recorded In Cabinet GO, Slides 27-28, of the Plat Records of Williamson County, Texas.
I. A temporary construction easement granted to L.C.R.A by Instrument recorded In Document
No 2006085140, Official Public Records of Williamson County, Texas.
j. Rights of parties in possession. (Owner's Policy qty)
k. Terms, conditions and stipulations of any and all tease agreements, amendments and
supplements thereto existing with the rights of tenants in possession, whether written or oral,
recorded or unrecorded.
1. Subject to any and ail visible and or apparent easements and roadways, public or private,
over, under or across subject property which a survey or physical inspection may disclose.
Form 7-7: Commitment for Tule insurance e691--08-1255
SCHEDULE C
Your Policy will not cover lass, costs, attorneys fees, and expenses resulting from the following
requirements that will appear as Exceptions in Schedule 8 of the Policy, unless you dispose of these
matters to our satisfaction, before the dale the Polley Is Issued:
1. Documents creating your title or interest must be approved by us and must be signed, notarized and
filed for record.
2. Satisfactory evidence must be provided that:
no parson occupying the land claims any interest In that land against the persons named
in paragraph 3 of Schedule A,
all standby fees, taxes, assessments and charges agetnst the property have been paid,
- all Improvements or repairs to the property are completed end accepted by the owner,
and that all contractors, sub -contractors, laborers and suppliers have been fully paid, end that ne
mechanic's, laborer's or materlalrnen'a Ilene have attached to the property,
there is legal right of access to and from the Land,
(on a Mortgagee Polley only) restrictions have not been and will not be violated that affect
the vatid(ty and priority of the insured mortgage.
3. You must pay the seller or borrower the agreed amount for your properly or interest
4. My defect, Hen or other matter that may affect title to the land or Interest Insured, that arises or is
fled after the effective date of this Commitment.
5. NOTE : Procedural Rule P-27 as provided for in Article 9.39A of the Texas Insurance Code requires
that "Good Funds" be received and deposited before a Title Agent may disburse from its Trust Fund
Account.
8. NOTE: We find no outstanding liens of record erecting the subject property. Inquiry should be made
concerning the existence of any unrecorded Lien or other indebtedness that could arise to any
security interest claim In the subject property.
7. NOTE: The earnest money contract you entered into to purchase the land, may provide that the
standard title policy contains an exception as to discrepancies, conflicts, shortages in area or
boundary lines, encroachments or protrusions, or overlapping Improvements and that Ma buyer, at
buyer's expense, may have the exception amended to read "shortages In area", thereby giving you
coverage for those metiers. The Tomas title information purtion of the commitment for title insurance
advises you chat your policy will Insure you against loss because of discrepancies or conflicts in
boundary lines, encroachments or protrusions, or overlapping of improvements If you pay additional
premium for the coverage, Amendment of exception, as to area, boundaries, eto. appfioabie only es
provided in Rules P-2 and P -8.a.(2) — the exception as to areas and boundaries, etc,, may be
amended in an owner or mortgagee policy upon payment oFan adctllionat premium (in the case only
of an owner policy) therefore equivalent to (1) 15% of the basic rate In en owner policy (T-1) or (2)
5% of the basic rate in a residential owner policy of title Insurance - one -to -four family residences
(Form T -IR), with a minimum premium of ; 2t1.00.
8. In udditfon we require the following: (a). We must be furnished with a properly executed affidavit as
to debts and liens, executed by the Seller(s): (b). We [nasi tie fbrnished with a properly exenuted
Waiver of inspection, executed by the Purchaser(s) and/or 8orrower(s); (c), -This Company shall
follow the rules as set out by the Stale Board of Insurance in disbursing Funds provided by the
Form T-7; Commitment for Title insurance 9851-08-1230
assured and/or insured on Schedule A of this commitment Goad Funds, as defined In Rule P-27,
shall be in the possession of this Title Company prior to any disbursements; (d). This file must he
updated within 24 hours prior to closing,
9. The last deed of record was filed on November 19, 1991, in Volume 207$, Page 888, Official
Records of said County; wherein the record owner(s) acquired subject property.
Texas Arnerican Title Company
Age Authp�#zh g t
d Officer o
This Commitment is invalid unless the Insuring provisions and Schedules A, B, and G are
attached.
CK
Form T 7: Commitment for Tita insurance 9591-0B-1239
EXHIBIT B
(Survey)
11
SURVEY OF
LOT 9A OF THE
PROPOSED REPLAY OF LOT 9
HERITAGE CENTER SUBDIVISION
ROUND ROCK, TEXAS
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1
EXHIBIT C
(Environmental Assessment Report)
The referenced Environmental Assessment Report is available for viewing during normal
business hours at the City of Round Rock Purchasing Department, City Hall, 221 East Main
Street, Round Rock, Texas 78664.
12
EXHIBIT D
(Special Warranty Deed)
13
THE STATE OF TEXAS
COUNTY O1 WILLIAIYISON
SPECIAL WARRANTY DEED
KNOW ALL BY THESE PRESENTS:
NOTICE 01? CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
INSTRUMENT BED♦ORE IT I5 ]FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
The CITY OF ROUND ROCK, a Texas home -rule municipality, hereinafier referred to as
Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration to Grantor in hand paid by , hereinafter
referred to as Grantee, the receipt and sufficiency of which is hereby acknowledged, and for which no
Iien (either express or implied) is retained, has this day sold and by these presents does hereby grant,
bargain, sell and convey unto said Grantee, , all that certain tract or
parcel of land lying and being situated in the County of Williamson, State of Texas, being more
particularly described as follows:
Lot 9A, Replat of Lot 9 of the Heritage Center Subdivision, a subdivision in
Williamson County, Texas; according to the neap and/or plat thereof, recorded in
Cabinet GG, Slides 27-28 of the Plat Records of Williamson County, Texas.
RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY:
Easements and rights-of-way of record; all presently recorded restrictions, reservations,
covenants, conditions, oil, gas or other mineral leases, mineral severances, and other instruments, other
than liens and conveyances, that affect the property; rights of adjoining owners in any walls and fences
situated on a common boundary; and any encroachments or overlapping of improvements.
TO HAVE AND TO HOLD the premises herein described and herein conveyed, together with
all and singular the rights and appurtenances thereto in anywise belonging, unto the Grantee,
, and his/her/its assigns forever; and Grantor does hereby bind. itself and its
administrators, successors and assigns to warrant and forever defend, all and singular, the said premises
herein conveyed unto Grantee, , ' and his/her/its heirs, administrators,
successors and assigns against every person whomsoever lawfully claiming or to claim the same or any
part thereof by, through, or under Grantor, but not otherwise.
IN WITNESS WHEREOF, this instrument is executed on this the day of the month of
20
THE CITY OF ROUND ROCK, TEXAS, Grantor ATTEST:
By: By:
Printed Name:
Title:
Date Signed:
0112.0811
175947/j kg
Sara L. White, City Secretary
ACKNOWLEDGMENT
THE STATE OJI? TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this the day of the month of
, 20 , by ALAN McGRAW, Mayor of the CITY OF' ROUND
ROCK, TEXAS, in the capacity and for the consideration and proposes recited herein.
Notary Public, State of Texas
PREPARED IN THE OFFICE OF:
Sheets & Crossfield, P.C.
309 East Main Street
Round Rock, Texas 78664
GRANTOR'S ADDRESS:
Round Rock City Hall
221 East Main Street
Round Rock, Texas 78664
GRANTEE'S ADDRESS:
AFTER RECORDING RETURN TO: