R-12-08-23-L1 - 8/23/2012 RESOLUTION NO. R-12-08-23-L1
WHEREAS, the City desires to purchase a tract of land containing 75.876 acres, more or less,
adjacent to Old Settlers Park, and
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WHEREAS, Champion-Meier Assets, Ltd., 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
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Contract with Champion-Meier Assets, Ltd., 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.
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The City Council hereby finds and declares that written notice of the date, hour, place and
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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
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hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 23rd day of August, 2012.
LDCity of Round Rock, Texas * n�R FRO
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ATTEST:
SARA L. WHITE, City Clerk '
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O\wdox\SCC1nts\0112\1204\MUNICIPAL\00256360.DOC
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EXHIBIT
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REAL ESTATE CONTRACT
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State of Texas §
County of Williamson §
THIS CONTRACT OF SALE ("Contract') is made by and between CHAMPION- g
MEIER ASSETS, LTD., a Texas Limited Partnership (referred to in this Contract as "Seller')
and the CITY OF ROUND ROCK,a Texas Home Rule City with offices located at 221 E.Main
St. Round Rock, Texas 78664, (referred to in this Contract as"Purchaser"), upon the terms and
conditions set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
1.01 By this Contract, Seller sells and agrees to convey, and Purchaser purchases and
agrees to pay for all of Seller's interest in a tract of land situated in Williamson County,
Texas, containing 75.876 acres, more or less and being more particularly described in
Exhibit "A" attached hereto and incorporated herein for all purposes; 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"). together with any improvements, fixtures, and personal property owned by
Seller situated on and attached to the Property,for the consideration and upon and subject
to the terms,provisions,and conditions set forth below.
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ARTICLE H
PURCHASE PRICE fi
Amount of Purchase Price
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2.01 The purchase price for the Property shall be the sum of Two Million Nine
Hundred Sixty-five Thousand and no/100 DOLLARS($2,965,000.00).
Payment of Purchase Price
2.02 The Purchase Price shall be paid in cash at the closing.
ARTICLE III
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obligations
3.01 The obligations of Purchaser hereunder to consummate the transaction
contemplated hereby are subject to the satisfaction of each of the following conditions
(any of which may be waived in whole or in part by Purchaser at or prior to the closing).
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Preliminary Title Commitment
3.02 Within twenty-one(21)days after the date of execution of this Contract, Seller,at
Seller's sole cost and expense,will obtain from Gracy Title Company,whose offices are
located at 100 No. Congress Avenue, Suite 100, Austin, TX 78701 (the "Title
Company") a preliminary title report(the "Title Commitment") accompanied byco pies
of all recorded documents relating to easements, rights-of-way, etc., affecting the s
Property. Purchaser will give Seller written notice on or before the expiration of ten(10) a
days after Purchaser receives the Title Commitment that the condition of title as set forth E
in the Title Commitment is or is not satisfactory. In the event that Purchaser states that
the condition is not satisfactory, Seller may undertake to eliminate or modify all
unacceptable matters to the reasonable satisfaction of Purchaser at or prior to Closing. In
the event Seller is unable or unwilling to do so,this Contract shall thereupon be null and
void for all purposes and the Escrow Deposit shall be forthwith returned by the Title
Company to Purchaser.
Survey
3.03 Within thirty (30) days from the date hereof', Purchaser, at Purchaser's sole cost
and expense, may, at Purchaser's sole option, cause to be delivered a current plat or
survey of the Property, prepared by a duly licensed Texas land surveyor selected by
Purchaser.The survey shall be staked on the ground,and the plat shall show the location
of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water '
courses, fences, easements, and rights-of-way on or adjacent to the Property, if any, and
shall contain the surveyor's certification addressed to Seller and Purchaser that there are
no encroachments on the property and shall set forth the number of total acres
comprising the Property,together with a metes and bounds description thereof.
3.04 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
CLOSING
4.01 The closing shall be held at the Title Company on or before the earlier of October
15,2012 or the forty-fifth(451)day after the date of execution of this Contract,or at such
time, date, and place as Seller and Purchaser may agree upon (which date is herein
referred to as the"closing date").
Seller's Obligations
4.02 At the closing Seller shall:
(a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed
conveying good and indefeasible title in fee simple to all of Seller's interest in the
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Property, free and clear of any and all liens, encumbrances, conditions,
easements,assessments,and restrictions,except for the following:
(i) General real estate taxes for the year of closing and subsequent
years not yet due and payable;
(ii) Any exceptions approved by Purchaser pursuant to Article III
hereof and as set forth in Exhibit"B";and
(iii) Any exceptions approved by Purchaser in writing.
(b) Deliver to Purchaser a Texas Owner's Title Policy at Seller'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 t
exceptions listed above, such other exceptions as may be approved in writing by
Purchaser, and the standard printed exceptions contained in the usual form of y
Texas Owner's Title Policy.
(c) Deliver to Purchaser possession of the Property.
Purchaser's Obligations
4.03 At the Closing,Purchaser shall pay the cash portion of the purchase price. }
Proration
4.04 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.All special taxes or assessments to the closing date shall be paid fi
by Seller.Agricultural roll-back taxes,if any,shall be paid by Purchaser.
Closing Costs
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4.05 All costs and expenses of closing in consummating the sale and purchase of the
Property shall be borne and paid as follows:
Owner's Title Policy paid by Seller;
Survey paid by Purchaser; F
Filing fees for deed paid by Purchaser;
Filing fees for release(s)paid by Seller,
Title curative matters,if any,paid by Seller;
Attorney's fees paid by each respectively.
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ARTICLE V
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REPRESENTATIONS OF SELLER
5.01 Seller represents and warrants to Buyer, based solely on the actual current
knowledge of Seller as of the closing date,as follows: F
(a) There are no parties in possession of any portion of the Property as lessees,
tenants at sufferance,or trespassers;
(b) Seller has complied with all applicable laws, ordinances, regulations, and
restrictions relating to the Property,or any part of it;
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(c) Seller is not aware of any material physical defects to the Property;
(d) Seller is not aware of any environmental hazards or conditions that affect the
Property;
(e) Seller is informed that there may have been oil and/or gas well drilled on the
Property;
(e) Seller is not aware that the Property is or has ever been used for the storage or
disposal of hazardous materials or toxic waste, or any underground tanks or
containers;and
(1) Seller is not aware that radon, asbestos insulation or fireproofing, urea
formaldehyde foam insulation, lead based paint or other pollutants or g
contaminants of any nature now exist or have ever existed on the Property.
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ARTICLE VI
REAL ESTATE CON MMSIONS
6.01 No broker has been involved in the negotiation and consummation of this `
Contract.
6.02 All real estate commissions will be the sole responsibility of Seller, and Seller
agrees to indemnify and hold harmless Buyer from any claims for these commissions.
ARTICLE VII x
ESCROW DEPOSIT
7.01 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 Ten
Thousand Dollars ($10,000.00), the Escrow Deposit, which shall be paid by the Title
Company to Seller in the event Purchaser breaches this Contract as provided in Article
VIII 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 the Title Company that one or more of the conditions to
its obligations set forth in Article III have not been met, or, in the opinion of Purchaser,
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cannot be satisfied, in the manner and as provided for in Article III, then the Escrow
Deposit shall be forthwith returned by the Title Company to Purchaser.
ARTICLE VIII
BREACH BY SELLER
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8.01 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) terminate this Contract and request that the Escrow Deposit shall be forthwith
returned by the Title Company to Purchaser.
ARTICLE IX
BREACH BY PURCHASER
9.01 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 the Title Company,the sum being agreed on as
liquidated q � 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 X
MISCELLANEOUS
Assignment of Contract
10.01 This Contract may not be assigned without the express written consent of Seller.
Survival of Covenants
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10.02 Except for the warranties contained in the Deed from Seller to Purchaser,any of r
the representations, warranties, covenants, and agreements of the parties, as well as any
rights and benefits of the parties shall not survive the closing and shall be merged therein.
Notice
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10.03 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.
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Texas Law to Apply
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10.04 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
10.05 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.
Legal Construction
10.06 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.
Prior Agreements Superseded
10.07 This Contract constitutes the sole and only agreement of the parties and 5
supersedes any prior understandings or written or oral agreements between the parties
respecting the within subject matter.
Time of Essence
10.08 Time is of the essence in this Contract.
Gender
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10.09 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.
Threat of Condemnation
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10.10 The parties hereto acknowledge that this Contract and the conveyance
contemplated herein are made in lieu of condemnation.
Dated this day of )qtJqus't ,2012.
SELLER:
CHAMPION-MEIER ASSETS,LTD.,
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By:A&Zalmy �J
its General Partner
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PURCHASER:
CITY OF ROUND ROCK,TEXAS
By:
Alan McGraw,Mayor
221 E.Main Street a
Round Rock,Texas 78664
Attest: For City,Approved as to Form:
Sara White,City Clerk Stephan L. Sheets,City
Attorney
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RECEIPT
Receipt of copy of Contract and S 10,000 Earnest Money in the form of a municipal
government check is acknowledged.
Date:
Gracy Title Company
100 No.Congress Avenue,Suite 100
Austin,Texas 78701 f
By:
.Escrow Agent
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Exhibit"A"
DESCRIPTION:
A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF j
THE WILLIS DONAHO SURVEY, ABSTRACT No. 173, AND BEING A PART OF
THAT 75.876 ACRE TRACT OF LAND (SAVE AND EXCEPT 0.286 ACRES)
CONVEYED TO CHAMPION-MEIER ASSETS, LTD., BY DEED RECORDED IN
DOCUMENT No. 2001016161 AND DOCUMENT No. 2001016162 OF THE
OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
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BEGIN at a 1/2" iron rod found in the West Line of the said 75.876 Acre Tract at
the Southeast Comer of that 0.034 Acre Tract of land conveyed to the City of '
Round Rock for County Road 113 right of way by deed recorded in Document
-No. 2001084406 of the Official Public Records of Williamson County, Texas, and
at the Southwest Comer of that 0.753 Acre Tract of land conveyed to the City of
Round Rock for County Road 113 right of way by deed recorded in Document
No. 2001087852 of the Official Public Records of Williamson County, Texas;
THENCE across the said 75.876 Acre Tract, along the South Line of the said
0.753 Acre Tract and along the South Line of County Road 113 (Kiphen.Road),
the following two courses:
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1. N.88032'07"E. a distance of 1179.10 feet to a 1/2" iron rod set at a point.of f
curvature of a curve to the right; E
2. Easterly, along the arc of said curve to the right a distance of 97.92 feet, said k
curve having a radius of 950.00 feet, a central angle of 0505420", and a
chord bearing.S.88°30'43"E., 97.87 feet to a 1/2" iron rod set at a point in the
"South Line of that 0.286 Acre Tract of land conveyed to Williamson County
by deed recorded in Document No. 199929648 of the Official Public Records
of Williamson County, Texas;
THENCE along the said South Line of the 0.286 Acre Tract the following two
courses:
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1. S.79025'28"E. a distance of 48.67 feet to a 1/2" iron rod set;
2. S.67018'1 2"E. a distance of 361.10 feet to a 1/2" iron rod set in the East
Line of the said 75.876 Acre Tract and the West Line of that 0.09 Acre Tract of
land (Tract 2) conveyed to MTV Investments, L.P., by deed recorded in
Document No. 9608169 of the Official Public Records of Williamson County,
Texas;
THENCE S.02045'30"E., along said East Line, the same being the West Line of
the said 0.09 Acre Tract, a distance of 26.12 feet to an aluminum disk stamped
CORR found at the Southwest Comer of the said 0.09 Acre Tract;
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THENCE N.87°26'31"E., along the South Line of the 0.09 Acre Tract and along a
North Line of the said 75.876 Acre Tract, a distance of 122.69 feet to a 1/2" iron
rod set at the West Corner of that 0.001 Acre Tract of land conveyed to The City
of Round Rock for County Road 113 right of way by deed recorded in Document j
No. 2007040272 of the Official Public Records of Williamson County, Texas and
to a point on a non-tangent curve to the left;
THENCE easterly along the arc of said curve, along the South Line of the said
0.001 Acre Tract and across the said 75.876 Acre Tract, a distance of 16.46 feet,
said curve having a radius of 1050.00 feet, a central angle of 00053'53" and a
chord bearing S.67059'29"E., 16.46 feet, to a 1/2" iron rod set at the Southeast
Comer of the said 0.001 Acre Tract and to a point in the East Line of the said
75.876 Acre Tract, the same being the West Line of that 10.00 Acre Tract of land
conveyed to the City of Round Rock by deed recorded in Document No. 9614211
of the Official Public Records of Williamson County, Texas;
THENCE S.01°12'00"E., along the East Line of the 75.876 Acre Tract and the
West Line of the said 10.00 Acre Tract, a distance of 517.19 feet to a nail found
in concrete at the Northerly Southeast Comer of the 75.876 Acre Tract and to a
point in a North Line of that 425.540.Acre Tract of land conveyed to The City of r
Round Rock by deed recorded in Volume 1300, Page 489 of the Deed Records
of Williamson County, Texas;
THENCE along the common line of the 75.876 Acre Tract and the 425.540 Acre
Tract the following three courses:
1. S.86042'45"W., a distance of 356.97 feet to a 1/2" iron rod set;
2. S.01 032'45"W. a distance of 200.38 feet to a 1/2" iron rod set;
3. S.02028'09"E. a distance of 1181.90 feet to a 1/2" iron rod set at the
Southerly Southeast Comer of the 75.876 Acre Tract, (from which point a 1/2"
iron rod found bears N.88016'49"E., 4.22 feet);
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THENCE S.88016'49"W., along the South Line of the said 75.876 Acre Tract, the
same being a North Line of that 75.074 Acre Tract of land conveyed to the City of
Round Rock by deed recorded in Document No. 2004059024 of the Official
Public Records of Williamson County, Texas a distance of 1481.32 feet to a 1/2" k
iron rod found at the Southwest Corner of the 75.876 Acre Tract and an interior s
comer of the said 75.074 Acre Tract;
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THENCE N.00025'56"W., along the West Line of the 75.876 Acre Tract and an
East Line of the 75.074 Acre Tract, distance of 2110.62 feet to the said Point of
Beginning.
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Containing 74.813 acres, more or less.
All iron rods set have RJ Surveying caps.
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Exhibit"B"
Form: Commitment for Title Insurance Form Prescribed by Texas Department of Insurance(Revised 1/1/93)
Attached to and made a part of Stewart Title Guaranty Company Commitment for Title Insurance
File No. 1211002
9. The Exceptions from Coverage and Expres�Insuran�cein chedule�theTe"xas
Texas Short Fotm Residen' icy
of Title Insurance (T-2R). (Applies to Ti i e nsurance (T-2R) only.
Separate exceptions 1 t apply tShort Form Residential Mortgagee Policy of s
Title Insu -
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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.):
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b. Electric utility easement granted to Texas Power&light Company,recorded in Volume 233,Page 443,Deed Records of
Williamson County, Texas, as modified in Document Number 2009085394, Official Public Records of Williamson
County,Texas.
c. Electric utility easement granted to Texas Power&Light Company,recorded in Volume 299,Page 630,Deed Records of
Williamson County,Texas. r
d. Electric utility easement granted to Texas Power&Light Company,recorded in Volume 348,Page 397,Deed Records of
Williamson County,Texas.
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e. Gas pipeline easement granted to Lone Star Gas Company, recorded in Volume 239, Page 22, Deed Records of
Williamson County,Texas.
f. Temporary construction easement granted to Williamson County, Texas, recorded in Document Number 199929648,
Official Public Records of Williamson County,Texas.
g. Open channel surface drainage easement granted to City of Round Rock,recorded in Document Number 2007040273,
Official Public Records of Williamson County,Texas.
h. Mineral interest described by Deed recorded in Volume 148, Page 544, Deed Records of Williamson County,:Texas.
Title to this interest has not been examined subsequent to its execution.
i. An Oil i'
Company as lessee,and recorded in Volume 244,Page 24,Deed Records of Williamson County,T s ease has 1
not been examined subsequent to its execution. F
j. An oil, gas,and mineral lease dated January 12, 1943 exec orenson and Fannie Sorenson as lessor,to and
with W.O. Caffey as lessee,and recorded in V ,Page 92,Deed Records of Williamson County,Texas. This
lease has not been examined sub execution.
k. All ten etta tons, and provisions of that certain Memorandum of Contract dated Marcbk 6, 2012 of record under $.
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Schedule B of this Commitment consists of 2 page(s) d
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ROUND ROCK,TEXAS City Council Agenda Summary Sheet
PURPOSE PASSION.PROSPERITY.
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Agenda Item No. L1.
Consider a resolution authorizing the Mayor to execute a Real Estate Contract with F
Agenda Caption: Champion-Meier Assets, Ltd to purchase 75.876 acres adjacent to Old Settlers Park.
Meeting Date: August 23, 2012
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Department: Parks and Recreation
Staff Person making presentation: Rick Atkins
Parks and Recreation Director
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Item Summary:
This item will allow the City to purchase 75.876 acres of land directly west of Old Settlers Park. This parcel is the
only remaining large property that is contiguous with the park. The additional acreage will allow for the future
construction of the Kenney Fort Blvd. extension and future expansion of Old Settlers Park. With the addition of this
acreage,the total acreage of Old Settlers Park will be 645 acres.
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Cost: $ 2,965,000.00
Source of Funds: 2007 General Obligation Bonds
Date of Public Hearing(if required): N/A
Recommended Action: Approval
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REAL ESTATE CONTRACT
State of Texas §
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County of Williamson §
THIS CONTRACT OF SALE ("Contract') is made by and between CHAMPION- y
MEIER ASSETS, LTD., a Texas Limited Partnership (referred to in this Contract as "Seller')
and the CITY OF ROUND ROCK,a Texas Home Rule City with offices located at 221 E.Main
St. Round Rock, Texas 78664, (referred to in this Contract as"Purchaser"), upon the terms and
conditions set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
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1.01 B this Contract, Seller sells and Y agrees to convey, and Purchaser purchases and
agrees to pay for all of Seller's interest in a tract of land situated in Williamson County, 4
Texas, containing 75.876 acres, more or less and being more particularly described in
Exhibit "A" attached hereto and incorporated herein for all purposes; together with all E
.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
teal property, rights, and appurtenances being referred to in this Contract as the
"Property"), together with any improvements, fixtures, and personal property owned by
Seller situated on and attached to the Property,for the consideration and upon and subject
to the terms,provisions,and conditions set forth below.
ARTICLE H
PURCHASE PRICE
Amount of Purchase Price
2.01 The purchase price for the Property shall be the sum of Two Million Nine
Hundred Sixty-five Thousand and no/100 DOLLARS($2,965,000.00).
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Payment of Purchase Price
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2.02 The Purchase Price shall be paid in cash at the closing.
ARTICLE III
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obligations
3.01 The obligations of Purchaser hereunder to consummate the transaction
contemplated hereby are subject to the satisfaction of each of the following conditions
(any of which may be waived in whole or in part by Purchaser at or prior to the closing).
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Preliminary Title Commitment p
3.02 Within twenty-one(21)days after the date of execution of this Contract, Seller,at
Seller's sole cost and expense,will obtain from Gracy Title Company,whose offices are
located at 100 No. Congress Avenue, Suite 100, Austin, TX 78701 (the "Title
Company") a preliminary title report(the "Title Commitment") accompanied by copies
of all recorded documents relating to easements, rights-of-way, etc., affecting the
Property.Purchaser will give Seller written notice on or before the expiration of ten(10)
days after Purchaser receives the Title Commitment that the condition of title as set forth
in the Title Commitment is or is not satisfactory. In the event that Purchaser states that
the condition is not satisfactory, Seller may undertake to eliminate or modify all
unacceptable matters to the reasonable satisfaction of Purchaser at or prior to Closing. In
the event Seller is unable or unwilling to do so,this Contract shall thereupon be null and R
void for all purposes and the Escrow Deposit shall be forthwith returned by the Title
Company to Purchaser.
Survey
3.03 Within thirty (30) days from the date hereof, Purchaser, at Purchaser's sole cost
and expense, may, at Purchaser's sole option, cause to be delivered a current plat or
survey of the Property, prepared by a duly licensed Texas land surveyor selected by
Purchaser.The survey shall be staked on the ground,and the plat shall show the location
of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water
courses, fences, easements, and rights-of-way on or adjacent to the Property, if any, and
shall contain the surveyor's certification addressed to Seller and Purchaser that there are
no encroachments on the property and shall set forth the number of total acres
comprising the Property,together with a metes and bounds description thereof.
3.04 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
CLOSING
4.01 The closing shall be held at the Title Company on or before the earlier of October
15,2012 or the forty-fifth(451)day after the date of execution of this Contract,or at such
time, date, and place as Seller and Purchaser may agree upon (which date is herein
referred to as the"closing date").
Seller's Obligations
4.02 At the closing Seller shall:
(a) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed
conveying good and indefeasible title in fee simple to all of Seller's interest in the
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Property, free and clear of any and all liens, encumbrances, conditions,
easements,assessments,and restrictions,except for the following: s
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(i) General real estate taxes for the year of closing and subsequent
years not yet due and payable;
(ii) Any exceptions approved by Purchaser pursuant to Article III
hereof and as set forth in Exhibit"B";and
(iu) Any exceptions approved by Purchaser in writing.
(b) Deliver to Purchaser a Texas Owner's Title Policy at Seller'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 above, 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. 5
(c) Deliver to Purchaser possession of the Property.
Purchaser's Obligations
4.03 At the Closing,Purchaser shall pay the cash portion of the purchase price.
Proration
4.04 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.All special taxes or assessments to the closing date shall be paid
by Seller.Agricultural roll-back taxes,if any,shall be paid by Purchaser.
Closing Costs
4.05 All costs and expenses of closing in consummating the sale and purchase of the
Property shall be borne and paid as follows:
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Owner's Title Policy paid by Seller;
Survey paid by Purchaser;
Filing fees for deed paid by Purchaser;
Filing fees for release(s)paid by Seller;
Title curative matters,if any,paid by Seller;
Attorney's fees paid by each respectively.
ARTICLE V
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REPRESENTATIONS OF SE ER
5.01 Seller represents and warrants to Buyer, based solely on the actual current
knowledge of Seller as of the closing date,as follows:
(a) There are no parties in possession of any portion of the Property as lessees,
tenants at sufferance,or trespassers;
(b) Seller has complied with all applicable laws, ordinances, regulations, and
restrictions relating to the Property,or any part of it;
(c) Seller is not aware of any material physical defects to the Property;
(d) Seller is not aware of any environmental hazards or conditions that affect the
Property;
(e) Seller is informed that there may have been oil and/or gas well drilled on the
Property;
(e) Seller is not aware that the Property is or has ever been used for the storage or
disposal of hazardous materials or toxic waste, or any underground tanks or
containers;and
(f) Seller is not aware that radon, asbestos insulation or fireproofing, urea
formaldehyde foam insulation, lead based paint or other pollutants or
contaminants of any nature now exist or have ever existed on the Property.
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ARTICLE VI
REAL ESTATE CON MMSIONS
6.01 No broker has been involved in the negotiation and consummation of this
Contract.
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6.02 All real estate commissions will be the sole responsibility of Seller, and Seller
agrees to indemnify and hold harmless Buyer from any claims for these commissions.
ARTICLE VII
ESCROW DEPOSIT
7.01 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 Ten
Thousand Dollars ($10,000-00), the Escrow Deposit, which shall be paid by the Title
Company to Seller in the event Purchaser breaches this Contract as provided in Article
VIII 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 the Title Company that one or more of the conditions to
its obligations set forth in Article III have not been met, or, in the opinion of Purchaser,
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cannot be satisfied, in the manner and as provided for in Article III, then the Escrow
Deposit shall be forthwith returned by the Title Company to Purchaser.
ARTICLE VIII
BREACH BY SELLER
8.01 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) terminate this Contract and request that the Escrow Deposit shall be forthwith
returned by the Title Company to Purchaser.
ARTICLE EK
BREACH BY PURCHASER
9.01 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 the 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 terns 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 X
MISCELLANEOUS
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Assignment of Contract
10.01 This Contract may not be assigned without the express written consent of Seller.
Survival of Covenants
10.02 Except for the warranties contained in the Deed from Seller to Purchaser,any of
the representations, warranties, covenants, and agreements of the parties, as well as any
rights and benefits of the parties shall not survive the closing and shall be merged therein.
Notice
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10.03 Any notice required or permitted to be delivered hereunder shall be deemed
received when sent by United Stages mail, postage prepaid,certified mail,return receipt 4
requested, addressed to Seller or Purchaser, as the case may be, at the address set forth
opposite the signature of the party.
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Texas Law to Apply
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10.04 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.
Parties Bound
10.05 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.
Legal Construction }
10.06 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.
Prior Agreements Superseded
10.07 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.
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Time of Essence
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10.08 Time is of the essence in this Contract.
Gender
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10.09 Words of any gender used in this Contract shall be held and construed to include E
any other gender, and words in the singular number shall be held to include the plural,
and vice versa,unless the context requires otherwise.
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Threat of Condemnation
10.10 The parties hereto acknowledge that this Contract and the conveyance
contemplated herein are made in lieu of condemnation.
// day
Dated this of )qU-quS f ,2012. X
SELLER:
CHAMPION-N EIER ASSETS,LTD.,
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its General Partner
PURCHASER:
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CITY OF RO ROCK,TEXAS
Alm Mefmtv,MayM By
K-Z(S- Y V YI J+-ff f 221 E.Main Street
Round Rock,Texas 78664
Attest: For Approved as o Form:
Sara White,City Clerk Stephan L.Sheets,City
Atto ey
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RECEIPT
Receipt of copy of Contract and S 10,000 Eamest Money in the form of a municipal
government check is acknowledged.
Date:
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Gracy Title Company
100 No.Congress Avenue,Suite 100
Austin,Texas 78701
By:
.Escrow Agent
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Exhibit "A"
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DESCRIPTION:
A PARCEL OF LAND IN WILLIAMSON COUNTY, TEXAS, BEING A PART OF
THE WILLIS DONAHO SURVEY, ABSTRACT No. 173, AND BEING A PART OF
THAT 75.876 ACRE TRACT OF LAND (SAVE AND EXCEPT 0.286 ACRES)
CONVEYED TO CHAMPION-MEIER ASSETS, LTD., BY DEED RECORDED IN
DOCUMENT No. 2001016161 AND DOCUMENT No. 2001016162 OF THE
OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGIN at a 1/2" iron rod found in the West Line of the said 75.876 Acre Tract at E
the Southeast Corner of that 0.034 Acre Tract of land conveyed to the City of
Round Rock for County Road 113 right of way by deed recorded in Document
-No. 2001084406 of the Official Public Records of Williamson County, Texas, and
at the Southwest Comer of that 0.753 Acre Tract of land conveyed to the City of
Round Rock for County Road 113 right of way by deed recorded in Document
No. 2001087852 of the Official Public Records of Williamson County, Texas;
THENCE across the said 75.876 Acre Tract, along the South Line of the said F
0.753 Acre Tract and along the South Line of.County Road 113 (Kiphen Road),
the following two courses:
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1. N.88°32'07"E. a distance of 1179.10 feet to a 1/2" iron rod set at a point.of E
curvature of a curve to the right;
2. Easterly, along the arc of said curve to the right a distance of 97.92 feet, said
curve having a radius of 950.00 feet, a central angle of 0505420", and a
chord bearing.S.88°30'43"E., 97.87 feet to a 1/2" iron rod set at a point in the
'South Line of that 0.286 Acre Tract of land conveyed to Williamson County
by deed recorded in Document No. 199929648 of the Official Public Records
of Williamson County, Texas; 4
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THENCE along the said South Line of the 0.286 Acre Tract the following two
courses:
1. S.79025'28"E. a distance of 48.67 feet to a 1/2" iron rod set; fr
2. S.67018'1 2"E. a distance of 361.10 feet to a 1/2" iron rod set in the East
Line of the said 75.876 Acre Tract and the West Line of that 0.09 Acre Tract of
land (Tract 2) conveyed to MTV Investments, L.P., by deed recorded in
Document No. 9608169 of the Official Public Records of Williamson County,
Texas;
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THENCE S.02045'30"E., along said East Line, the same being the West Line of
the said 0.09 Acre Tract, a distance of 26.12 feet to an aluminum disk stamped
CORR found at the Southwest Corner of the said 0.09 Acre Tract;
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B
Page 1 of 2
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THENCE N.87026'31"E., along the South Line of the 0.09 Acre Tract and along a
North Line of the said 75.876 Acre Tract, a distance of 122.69 feet to a 1/2" iron
rod set at the West Comer of that 0.001 Acre Tract of land conveyed to The City
of Round Rock for County Road 113 right of way by deed recorded in Document
No. 2007040272 of the Official Public Records of Williamson County, Texas and
to a point on a non-tangent curve to the left;
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THENCE easterly along the arc of said curve, along the South Line of the said
0.001 Acre Tract and across the said 75.876 Acre Tract, a distance of 16.46 feet,
said curve having a radius of 1050.00 feet, a central angle of 00°53'53" and a E
chord bearing S.67059'29"E., 16.46 feet, to a 1/2" iron rod set at the Southeast Y
Comer of the said 0.001 Acre Tract and to a point in the East Line of the said
75.876 Acre Tract, the same being the West Line of that 10.00 Acre Tract of land
conveyed to the City of Round Rock by deed recorded in Document No. 9614211
of the Official Public Records of Williamson County, Texas; g
THENCE S.01°12'00"E., along the East Line of the 75.876 Acre Tract and the
West Line of the said 10.00 Acre Tract, a distance of 517.19 feet to a nail found
in concrete at the Northerly Southeast Comer of the 75.876 Acre Tract and to a
point in a North Line of that 425.540 Acre Tract of land conveyed to The City of .
Round Rock by deed recorded in Volume 1300, Page 489 of the Deed Records
of Williamson County, Texas;
THENCE along the common line of the 75.876 Acre Tract and the 425.540 Acre F
Tract the following three courses:
1. S.86042'45"W., a distance of 356.97 feet to a 1/2" iron rod set;
2. S.01 03245"W. a distance of 200.38 feet to a 1/2" iron rod set;
3. S.02028'09"E. a distance of 1181.90 feet to a 1/2" iron rod set at the
Southerly Southeast Comer of the 75.876 Acre Tract, (from which point a 1/2"
iron rod found bears N.88016'49"E., 4.22 feet); 3
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THENCE S.88016'49"W., along the South Line of the said 75.876 Acre Tract, the
same being a North Line of that 75.074 Acre Tract of land conveyed to the City of
Round Rock by deed recorded in Document No. 2004059024 of the Official
Public Records of Williamson County, Texas a distance of 1481.32 feet to a 1/2"
iron rod found at the Southwest Corner of the 75.876 Acre Tract and an interior
comer of the said 75.074 Acre Tract;
THENCE N.00025'56"W., along the West Line of the 75.876 Acre Tract and an
East Line of the 75.074 Acre Tract, distance of 2110.62 feet to the said Point of ;
Beginning.
Containing 74.813 acres, more or less. y.
All iron rods set have RJ Surveying caps.
Page 2of2
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Exhibit"B"
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Form: Commitment for Title Insurance Form Prescribed by Texas Department of Insurance(Revised 1/1/93)
Attached to and made a part of Stewart Title Guaranty Company Commitment for Title Insurance k
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File No. 1211002
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9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residen' icy
of Title Insurance (T-2R). (Applies to Texas Short Form Resi r e nsurance (T-2R) only.
Separate exceptions 1 thro not apply to the Texas Short Form Residential Mortgagee Policy of s
Title Insu -
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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.):
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b. Electric utility easement granted to Texas Power&Light Company,recorded in Volume 233,Page 443,Deed Records of
Williamson County, Texas, as modified in Document Number 2009085394, Official Public Records of Williamson
County,Texas.
c. Electric utility easement granted to Texas Power&Light Company,recorded in Volume 299,Page 630,Deed Records of
Williamson County,Texas. s
d. Electric utility easement granted to Texas Power&Light Company,recorded in Volume 348,Page 397,Deed Records of
Williamson County,Texas.
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e. Gas pipeline easement granted to Lone Star Gas Company, recorded in Volume 239, Page 22, Deed Records of
Williamson County,Texas. F
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f. Temporary construction easement granted to Williamson County, Texas, recorded in Document Number 199929648,
Official Public Records of Williamson County,Texas.
g. Open channel surface drainage easement granted to City of Round Rock,recorded in Document Number 2007040273, °
Official Public Records of Williamson County,Texas.
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h. Mineral interest described by Deed recorded in Volume 148, Page 544, Deed Records of Williamson County,:Texas.
Title to this interest has not been examined subsequent to its execution.
i. An Oil
Company as lessee,and recorded in Volume 244,Page 24,Deed Records of Williamson County,T s ease has ;-
not been examined subsequent to its execution.
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j. An oil, gas,and mineral lease dated January 12, 1943 exec orenson and Fannie Sorenson as lessor,to and
with W.O.Caffey as lessee, and recorded in V ,Page 92,Deed Records of Williamson County,Texas. This
lease has not been examined sub execution.
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k. All to ons, and provisions of that certain Memorandum of Contract dated Marco 6, 2012 of record under
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6.
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Schedule B of this Commitment consists of 2 page(s)
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