R-12-06-14-J1 - 6/14/2012 r;
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RESOLUTION NO. R-12-06-1441
WHEREAS, the City desires to purchase tracts of land described as Lots 1, 2, 3, 4, and 5,
Block 24, located at 200 West Main Street, for the Southwest Downtown Project, and
WHEREAS, George H. Murray, the owner of the Property, has agreed to sell said Property to
the City,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City a Real Estate
Contract with George H. Murray, for the purchase of the above described Property, a copy of said Real
Estate Contract being attached hereto as Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and f
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
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open to the public as required by law at all times during which this Resolution and the subject matter
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hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
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Chapter 551, Texas Government Code, as amended. j
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RESOLVED this 14th day of June, 2012.
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ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
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SARA L. WHITE, City Clerk
0'.\wdox\SCClnts\01 12,1204\MUNICIPAL\00251588.DOC/rmc
EXHIBIT
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REAL ESTATE CONTRACT
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State of Texas
County of Williamson '
THIS REAL ESTATE CONTRACT ("Contract") is made by and between GEORGE H.
MURRAY(referred to in this Contract as"Seller") and the CITY OF ROUND ROCK(referred to
in this Contract as"Purchaser"),upon the terms and conditions set forth in this Contract.
ARTICLE I
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PURCHASE AND SALE
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By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to
pay for,the tract(s)of land described as follows:
Lots 1,2,3,4 & 5, Block 24, City of Round Rock, Williamson County, Texas, according to
the map or plat thereof recorded in Cabinet A, Slide 190, Plat Records, Williamson
County,Texas
together with all and singular the rights and appurtenances pertaining to the property, including
any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such t
real property, rights, and appurtenances being referred to in this Contract as the "Property"), and �
any improvements and fixtures situated on and attached to the Property, for the consideration and
upon and subject to the terms, provisions, and conditions set forth below. The final description of
the Property acquired herein will be as determined by a final survey prepared at the request of and
at the sole cost of,the Purchaser.
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ARTICLE II
PURCHASE PRICE
Purchase Price and Additional Compensation }
2.01. The purchase price for the Property shall be the sum of FIVE HUNDRED
THOUSAND AND 001100 dollars ($500,000.00).
Payment of Purchase Price
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2.02.The Purchase Price shall be payable in cash at the closing. a
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May 3012 02:41p Dennis O'Connor 512-556-4978 p.2 ;
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ARTICLE III
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obligations
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3,01. The obligations of Purchaser hereunder to consummate the transactions
contemplated hereby are subject to the satisfaction of each of the conditions set forth on Schedule
C of the Title Commitments (any of which may be waived in whole or in part by Purchaser at or 4
prior to the closing) �
Miscellaneous Conditions
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3.02. Seller shall have performed, observed, and complied with all of the covenants,
agreements, and conditions required by this Contract to be performed, observed, and complied
with by Seller prior to or as of the closing.
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ARTICLE Iv
REPRESENTATIONS AND WARRANTIES
Ob'SELLER
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Seller hereby represents and warrants to Purchaser as follows, which representations and
warranties shall be deemed made by Seller to Purchaser also as of the closing date, to the best of
Seller's knowledge:
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(1) There are no parties in possession of any portion of the Property as lessees, tenants
at sufferance,or trespassers,other than previously disclosed to Purchaser.
(2) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules t
and restrictions relating to the Property,or any part thereof.
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ARTICLE V
CLOSING
Closing Date
5.01. The closing shall be held at the office of Texas American Title Company ("Title
Company") on or before the 19th day of June, 201.2, or at such time, date, and place as Seller and
Purchaser may agree upon, or within 10 days after the completion of any title curative matters if '.
necessary for items as shown on the Title Commitment or in the contract (which date is herein
referred to as the"closing date").
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Seller's Obligations at Closing
5.02.At the closing Seller shall:
(1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed
conveying good and marketable title in fee simple to the Property, free and clear of any and all
liens and restrictions,except for the following:
(a) General real estate taxes for the year of closing and subsequent years not
yet due and payable;
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(b) Any exceptions approved by Purchaser pursuant to Article III hereof; and
(c) Any exceptions approved by Purchaser in writing.
(2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued
by Title Company, in Purchaser's favor in the full amount of the purchase price, insuring
Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such
other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions
contained in the usual form of Texas Owner's Title Policy, provided, however:
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(a) The boundary and survey exceptions shall be deleted;
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(b) The exception as to restrictive covenants shall be endorsed "None of =`
Record;" and 3'
(c) The exception as to the lien for taxes shall be limited to the year of closing
and shall be endorsed"Not Yet Due and Payable."
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(3) Deliver to Purchaser possession of the Property if not previously done.
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Purchaser's Oblizations at Closing
5.03. At the Closing, Purchaser shall:
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(a) Pay the cash portion of the purchase price.
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Prorations
5.04. General real estate taxes for the then current year relating to the Property shall be
prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall
occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be e
upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation.
Agricultural roll-back taxes imposed against the Property,if any, shall be paid by Purchaser. g
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Closing Costs
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5.05. All costs and expenses of closing in consummating the sale and purchase of the
Property shall be borne and paid as follows:
(1) Owner's Title Policy and survey to be paid by Purchaser.
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(2) Deed,tax certificates, and title curative matters,if any, paid by Purchaser. F
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(3) All other closing costs shall be paid by Purchaser.
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(4) Attorney's fees paid by each respectively.
ARTICLE VI ?`
ESCROW DEPOSIT
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For the purpose of securing the performance of Purchaser under the terms and provisions
of this Contract, Purchaser has delivered to Title Company the sum of One Hundred Dollars
($100.00), the Escrow Deposit, which shall be paid by Title Company to Seller in the event
Purchaser breaches this Contract as provided in Article IX hereof. At the closing, the Escrow
Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, t
provided, however, that in the event the Purchaser shall have given written notice to 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, in the manner and as provided for in
Article III, then the Escrow Deposit shall be forthwith returned by Title Company to Purchaser. Q
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ARTICLE VII
BREACH BY SELLER '
In the event Seller shall fail to fully and timely perform any of its obligations hereunder or
shall fail 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 shall be forthwith returned by Title Company to Purchaser.
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ARTICLE VIII
BREACH BY PURCHASER
In the event Purchaser should fail to consummate the purchase of the Property, the
conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser
being in default and Seller not being in default hereunder, Seller shall have the right to receive the
Escrow Deposit from Title Company, the sum being agreed on as liquidated damages for the
failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms
and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total
damages and relief and as Seller's sole remedy hereunder in such event.
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ARTICLE IX
MISCELLANEOUS
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Notice
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9.01. Any notice required or permitted to be delivered hereunder shall be deemed received
when sent by United States mail, postage prepaid, certified mail, return receipt requested,
addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature
of the party.
Texas Law to Apply
9.02. This Contract shall be construed under and in accordance with the laws of the State
of Texas, and all obligations of the parties created hereunder are performable in Williamson '<
County,Texas.
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Parties Bound
9.03. This Contract shall be binding upon and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, successors and assigns where
permitted by this Contract. 1
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Legal Construction
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9.04. In case any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Contract shall be construed as
if the invalid,illegal,or unenforceable provision had never been contained herein.
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Prior Agreements Superseded
9.05. This Contract constitutes the sole and only agreement of the parties and supersedes
any prior understandings or written or oral agreements between the parties respecting the within
subject matter.
Time of Essence
9.06.Time is of the essence in this Contract.
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Gender
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9.07. Words of any gender used in this Contract shall be held and construed to include any €'
other gender, and words in the singular number shall be held to include the plural, and vice versa,
unless the context requires otherwise.
Memorandum of Contract
9.08. Upon request of either party, the parties shall promptly execute a memorandum of
this Contract suitable for filing of record.
Com lin ante
9.09 In accordance with the requirements of Section 20 of the Texas Real Estate License
Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title
insurance or Purchaser should have the abstract covering the Property examined by an attorney of
Purchaser's own selection.
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Effective Date
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9.10 This Contract shall be effective as of the date it is approved by the Round Rock City
Council, which date is indicated beneath the Mayor's signature below.
Counterparts
9.11 This Contract may be executed in any number of counterparts, which may together
constitute the Contract. Signatures transmitted by facsimile may be considered effective as
originals for purposes of this Contract.
9.12 The Property is being acquired under the threat of eminent domain.
(signature page follows)
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SELLER: {
GEORGE MURRAY
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Date:
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PURCHASER: {
CITY OF ROUND ROCK \
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Alan McGraw,Mao {
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ROUNDROCK,TEW City Council Agenda Summary Sheet
PURPOSE PASSION.PROSPERITY.
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Agenda Item No. J1.
Consider a resolution authorizing the Mayor to execute a contract for the purchase of real
Agenda Caption: property to wit: 200 West Main Street.
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Meeting Date: June 14, 2012
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REAL ESTATE CONTRACT
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State of Texas
County of Williamson s
THIS REAL ESTATE CONTRACT ("Contract") is made by and between GEORGE H.
MURRAY (referred to in this Contract as "Seller") and the CITY OF ROUND ROCK (referred to
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in this Contract as "Purchaser"), upon the terms and conditions set forth in this Contract. '
ARTICLE I
PURCHASE AND SALE
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By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to
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pay for, the tract(s) of land described as follows:
Lots 1,2,3,4 & 5, Block 24, City of Round Rock, Williamson County, Texas, according to
the map or plat thereof recorded in Cabinet A, Slide 190, Plat Records, Williamson F
County, Texas
together with all and singular the rights and appurtenances pertaining to the property, including
any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such
real property, rights, and appurtenances being referred to in this Contract as the "Property"), and
any improvements and fixtures situated on and attached to the Property, for the consideration and
upon and subject to the terms, provisions, and conditions set forth below. The final description of
the Property acquired herein will be as determined by a final survey prepared at the request of and
at the sole cost of, the Purchaser.
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ARTICLE II
PURCHASE PRICE
Purchase Price and Additional Compensation
2.01. The purchase price for the Property shall be the sum of FIVE HUNDRED
THOUSAND AND 00/100 dollars ($500,000.00).
Payment of Purchase Price
2.02. The Purchase Price shall be payable in cash at the closing.
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ARTICLE III
PURCHASER'S OBLIGATIONS n:
Conditions to Purchaser's Obligations
3.01. The obligations of Purchaser hereunder to consummate the transactions
contemplated hereby are subject to the satisfaction of each of the conditions set forth on Schedule
C of the Title Commitments (any of which may be waived in whole or in part by Purchaser at or
prior to the closing.)
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Miscellaneous Conditions f
3.02. Seller shall have performed, observed, and complied with all of the covenants,
agreements, and conditions required by this Contract to be performed, observed, and complied
with by Seller prior to or as of the closing. '
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF SELLER f
Seller hereby represents and warrants to Purchaser as follows, which representations and
warranties shall be deemed made by Seller to Purchaser also as of the closing date, to the best of
Seller's knowledge:
(1) There are no parties in possession of any portion of the Property as lessees, tenants
at sufferance, or trespassers, other than previously disclosed to Purchaser.
(2) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules
and restrictions relating to the Property, or any part thereof.
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ARTICLE V
CLOSING
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Closing Date
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5.01. The closing shall be held at the office of Texas American Title Company ("Title
Company") on or before the 19th day of June, 2012, or at such time, date, and place as Seller and
Purchaser may agree upon, or within 10 days after the completion of any title curative matters if
necessary for items as shown on the Title Commitment or in the contract (which date is herein
referred to as the "closing date").
Seller's Obligations at Closing
5.02. At the closing Seller shall:
(1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed
conveying good and marketable title in fee simple to the Property, free and clear of any and all
liens and restrictions, except for the following:
(a) General real estate taxes for the year of closing and subsequent years not
yet due and payable;
(b) Any exceptions approved by Purchaser pursuant to Article III hereof; and
(c) Any exceptions approved by Purchaser in writing.
(2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued
by Title Company, in Purchaser's favor in the full amount of the purchase price, insuring
Purchaser's fee simple title to the Property subject only to those title exceptions listed herein, such
other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions
contained in the usual form of Texas Owner's Title Policy, provided, however:
(a) The boundary and survey exceptions shall be deleted;
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(b) The exception as to restrictive covenants shall be endorsed "None of
Record;" and
(c) The exception as to the lien for taxes shall be limited to the year of closing
and shall be endorsed "Not Yet Due and Payable."
(3) Deliver to Purchaser possession of the Property if not previously done.
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Purchaser's Obligations at Closing
5.03. At the Closing, Purchaser shall:
(a) Pay the cash portion of the purchase price.
Prorations
5.04. General real estate taxes for the then current year relating to the Property shall be
prorated as of the closing date and shall be adjusted in cash at the closing. If the closing shall
occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be
upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation.
Agricultural roll-back taxes imposed against the Property, if any, shall be paid by Purchaser.
Closing Costs
5.05. All costs and expenses of closing in consummating the sale and purchase of the
Property shall be borne and paid as follows:
(1) Owner's Title Policy and survey to be paid by Purchaser.
(2) Deed, tax certificates, and title curative matters, if any, paid by Purchaser.
(3) All other closing costs shall be paid by Purchaser.
(4) Attorney's fees paid by each respectively.
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ARTICLE VI
ESCROW DEPOSIT
For the purpose of securing the performance of Purchaser under the terms and provisions a
of this Contract, Purchaser has delivered to Title Company the sum of One Hundred Dollars
($100.00), the Escrow Deposit, which shall be paid by Title Company to Seller in the event
Purchaser breaches this Contract as provided in Article IX hereof. At the closing, the Escrow
Deposit shall be paid over to Seller and applied to the cash portion of the purchase price,
provided, however, that in the event the Purchaser shall have given written notice to 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, in the manner and as provided for in
Article III, then the Escrow Deposit shall be forthwith returned by Title Company to Purchaser.
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ARTICLE VII
BREACH BY SELLER
In the event Seller shall fail to fully and timely perform any of its obligations hereunder or
shall fail 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 shall be forthwith returned by Title Company to Purchaser.
ARTICLE VIII
BREACH BY PURCHASER
In the event Purchaser should fail to consummate the purchase of the Property, the
conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser
being in default and Seller not being in default hereunder, Seller shall have the right to receive the
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Escrow Deposit from Title Company, the sum being agreed on as liquidated damages for the
failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms
and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total
damages and relief and as Seller's sole remedy hereunder in such event. ?;
ARTICLE IX
MISCELLANEOUS
Notice
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9.01. Any notice required or permitted to be delivered hereunder shall be deemed received
when sent by United States mail, postage prepaid, certified mail, return receipt requested,
addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature
of the party.
Texas Law to Apply
9.02. This Contract shall be construed under and in accordance with the laws of the State
of Texas, and all obligations of the parties created hereunder are performable in Williamson
County, Texas.
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Parties Bound
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9.03. This Contract shall be binding upon and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, successors and assigns where
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permitted by this Contract.
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Legal Construction n
9.04. In case any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Contract shall be construed as
if the invalid, illegal, or unenforceable provision had never been contained herein.
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Prior Agreements Superseded
9.05. This Contract constitutes the sole and only agreement of the parties and supersedes
any prior understandings or written or oral agreements between the parties respecting the within
subject matter.
Time of Essence
9.06. Time is of the essence in this Contract.
Gender
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9.07. Words of any gender used in this Contract shall be held and construed to include any
other gender, and words in the singular number shall be held to include the plural, and vice versa,
unless the context requires otherwise.
Memorandum of Contract
9.08. Upon request of either party, the parties shall promptly execute a memorandum of
this Contract suitable for filing of record.
Compliance
9.09 In accordance with the requirements of Section 20 of the Texas Real Estate License
Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title
insurance or Purchaser should have the abstract covering the Property examined by an attorney of
Purchaser's own selection.
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Effective Date
9.10 This Contract shall be effective as of the date it is approved by the Round Rock City
Council, which date is indicated beneath the Mayor's signature below.
Counterparts
9.11 This Contract may be executed in any number of counterparts, which may together
constitute the Contract. Signatures transmitted by facsimile may be considered effective as
originals for purposes of this Contract.
9.12 The Property is being acquired under the threat of eminent domain.
[signature page follows]
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SELLER:
GEORGE H. MURRAY
Date:
PURCHASER:
CITY OF ROUND ROCK
By:
Alan McGraw, Mayor
Date:
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