Loading...
R-2014-1386 - 4/24/2014RESOLUTION NO. R-2014-1386 WHEREAS, the City desires to purchase a 9.258 acre tract of land adjacent to Old Settlers Park; and WHEREAS, the YMCA of Greater Williamson County, 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 the YMCA of Greater Williamson County, 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 subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 24th day of April, 2014. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk 0112.1404;00296961 r EXHIBIT !! All REAL ESTATE CONTRACT 1. PARTIES. The parties to this Contract are: a. Seller: YMCA of Greater Williamson County 1812 N. Mays St. Round Rock, TX 78664 512-246-9622 b. Purchaser: City of Round Rock 221 E. Main St. Round Rock, TX 78664 512-218-5400 2. PROPERTY. Seller agrees to sell and convey, and Purchaser agrees to purchase and pay for certain real property in Round Rock, Williamson County, Texas, containing approximately 9.258 acres and being more particularily described in Exhibit A, (attached hereto and incorporated herein for all purposes); together with all of Seller's rights and appurtenances to the real property, including all easements, and adjacent waterways, streets, roads, alleys, or rights-of-way (the "Property"). 3. PURCHASE PRICE. Purchaser agrees to pay as the purchase price for the Property the sum of $300,000.00 in cash at Closing. 4. ESCROW DEPOSIT. Upon execution of this Contract, by both Seller and Purchaser, Purchaser agrees to deliver a cash Escrow Deposit in the amount of $5,000.00, to be held in escrow by the Title Company as Escrow Agent pursuant to the terms of this Contract. Failure by Purchaser to timely deposit the Escrow Deposit with the Title Company shall result in the automatic termination of this Contract, and neither party hereto shall have any further obligation thereunder. If requested by Purchaser, the Escrow Agent is authorized to place the Escrow Deposit in an interest bearing account at a financial institution whose accounts are insured by an agency of the federal government, and the interest earned on such funds shall be recognized by Purchaser for federal income tax purposes, but shall be paid to the party entitled to receive the Escrow Deposit under the terms of this Contract. afb29490-c598-4ca4-8d36-bbbeb7f60023.doc 5. TITLE COMMITMENT. a. Title Commitment. Within ten (10) days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser a Commitment for Title Insurance ("Title Commitment") from Georgetown Title Company at 1717 N. Mays St., Round Rock, TX 78664. The Title Commitment shall set forth the status of the title of the Property and show all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other matters affecting the Property. The Title Company shall furnish a copy of all documents referred to in the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements. b. Review of Title Commitment. Purchaser shall have ten (10) days after receipt of the Title Commitment in which to examine the documents and to specify to Seller those items reflected thereon which Purchaser will accept as permitted exceptions to title ("Permitted Exceptions"), and those items which Purchaser finds objectionable ("Title Objections"), Seller, at its discretion, may correct or remove all Title Objections, give Purchaser written notice thereof, and deliver an amended Title Commitment reflecting the correction or deletion of such matter. If Purchaser does not deliver to Seller ten (10) days after receipt of the title commitment and supporting documents, a written notice specifying those items which are Permitted Exceptions and Title Objections within the above -stated time period, then all of the items reflected on the Title Commitment shall be considered to be Permitted Exceptions. c. Uncorrected Title Objections. If Seller fails to cause all of the Title Objections to be corrected within fifteen (15) days after receipt of Purchaser's notice to Seller of the Title Objections, Seller shall give written notice to Purchaser that Seller cannot or will not correct or remove all of the Title Objections, and Purchaser shall have the following rights only: (1) Purchaser may terminate this Contract by giving Seller written notice thereof within fifteen (15) days after receipt of written notice from Seller, in which event the Escrow Deposit shall be returned to Purchaser, and both parties shall be released from all further obligations under this Contract; or (2) Purchaser may elect to purchase the Property subject to the Title Objections not so corrected or removed, in which event the uncorrected and unremoved Title Objections shall be deemed waived by Purchaser and shall thereafter be Permitted Exceptions under this Contract. 2 6. PRE-CLOSING REPRESENTATIONS OF SELLER. a. Seller's Representations. Seller has not made any representations or warranties of any kind to Purchaser not expressly contained in this Contract. Where the terms "to the best of Seller's knowledge" or words of similar import are used herein, it shall mean Seller's actual, current knowledge and not any constructive or imputed knowledge. Moreover, no inference or implication shall be drawn that Seller has made any independent investigation with respect to the subject of the representation or warranty based on knowledge, and purchaser agrees that Seller has no such duty. Subject to the foregoing, Seller represents, covenants and warrants as follows: (1) The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Seller. (2) The Property is free and clear of all mechanic's liens, liens, mortgages, or encumbrances of any nature except those which are to be satisfied on or before Closing. (3) Seller has not entered into an earnest money contract with any other potential Purchasers. (4) There is no suit, action, legal or other proceeding pending, or to the best of Seller's knowledge, threatened, which affect the Property. (5) Seller has never, nor, to Seller's best knowledge, has any previous owner of the Property or any other party ever generated, stored or disposed of any Hazardous Substances on the Property or transported from the Property to any other location. Seller shall upon the effective date hereof, deliver to Purchaser all written soil, utility, environmental and feasibility reports previously prepared relating to the Property, which are in the possession or under the control of Seller. "Hazardous Substances" means any substance which is (i) designated, defined, classified, or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant, or contaminant under the Resource Conservation and Recovery Act and/or the Comprehensive Environmental Response Compensation and Liability Act, (ii) petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PDB's, (iv) lead, (v) friable asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. -3 (6) Seller has not retained any person or firm to file a notice of protest against, or to commence any action to review, any real property tax assessment against the Property or any portion thereof and, to Seller's best knowledge, no such action has been taken by or on behalf of any other party. (7) Seller has not received any notice of any condemnation or similar proceedings having been instituted or threatened against the Property or any part thereof nor, to Seller's best knowledge, is any such proceeding threatened or contemplated of which Seller has not received formal notice. (8) There are no outstanding written or oral leases or agreements relating to the use or possession of the Property. (9) At Closing, Seller will have good and indefeasible title to the Property, subject only to the Permitted Exceptions and matters of record in the real property records of the county where the Property is located. (10) There are no parties in possession of any portion of the Property. To the best of Seller's knowledge, there are no adverse parties in possession of any portion of the Property whatsoever. 7. PRE-CLOSING REPRESENTATIONS OF PURCHASER. a. Purchaser's Authority. The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Purchaser. 8. CLOSING. a. Date and Place. The Closing of the sale of the Property by Seller to Purchaser shall occur on or before thirty (30) days after the effective date hereof. The Closing shall occur in the offices of Dietz & Jarrarrd. P.C.. Purchaser shall have the right to extend the Closing Date for up to thirty (30) days if funding from the sale of bonds has not been received by the scheduled Closing Date. b. Seller's Obligations at Closing. At the Closing, Seller, at Seller's sole cost and expense, shall deliver, or cause to be delivered, to Purchaser the Following: (1) Special Warranty Deed. Seller shall execute and deliver to the Title Company for recording a Special Warranty Deed conveying the Property to Purchaser, subject to the -4- Permitted Exceptions and all approved easements and restrictions of record which affect the Property. (2) Owner's Title Policy. Seller shall cause the Title Company to issue and deliver to Purchaser an owner's policy of title insurance ("Owner's Title Policy") in the amount of the Purchase Price insuring that Purchaser is owner of the Property, subject only to the Permitted Exceptions to be attached to the Deed as an Exhibit, and the standard printed exceptions included in the then current Owner Title Policy form promulgated by the State Board of Insurance. The standard exception for standby fees and taxes shall be limited to the year in which the Closing occurs. (3) Certificate of Non -Foreign Status. Seller shall deliver to Purchaser an affidavit on behalf of Seller certifying the non -foreign status of Seller. (4) Closing Statement. Seller shall execute and deliver to Purchaser and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. (5) Other Instruments. Seller shall execute and deliver such other documents as are customarily executed in Texas in connection with the conveyance of real property, including all required releases, certificates, affidavits, and any other instruments required by the Title Company. (6) Possession. Seller shall deliver possession of the Property to Purchaser on the Closing Date. (7) If applicable, Seller shall assign any ancillary Property Rights to the Property which Sellers owns and which the Title Company deems customary to transfer. c. Purchaser's Obligations at Closing. (1) Payment of Purchase Price. At the Closing, Purchaser shall pay the cash portion of the Purchase Price, subject to any adjustments for prorations and other credits provided for in this Contract. (2) Acceptance of Documents. Purchaser shall accept all documents executed and delivered by Seller and the conveyances, transfers and assignments evidenced 5 thereby, and shall execute and deliver all such documents that require Purchaser's execution. (3) Certificate of Authority. Purchaser shall deliver to Seller a copy of the City Council Resolution on behalf of Purchaser authorizing the transaction described in this Contract and the execution of the documents by the appropriate person, in form and substance reasonably required by Seller. (4) Closing Statement. Purchaser shall execute and deliver to Seller and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. d. Tax Proration. Real estate, ad valorem, and other state, county and municipal taxes, charges and assessments (special or otherwise), on the basis of the calendar year for which the same are levied, imposed or assessed, and regardless of when the same become a lien or are payable, shall be adjusted between Seller and Purchaser and shall be prorated on a per diem basis as of midnight of the day preceding the date of Closing. If the rate of any such taxes, rents, charges or assessments shall not be fixed prior to the Closing, the adjustment thereof at the Closing shall be upon the basis of the rate for the preceding calendar year applied to the latest assessed valuation (or other basis of valuation) between Seller and Purchaser, if necessary, when the actual tax figures are available. e. Closing Costs. Seller and Purchaser each agree to pay the following costs at the Closing: (1) Paid By Seller. Seller agrees to pay the cost of preparing the Special Warranty Deed and other conveyance documents; the premium for the Owner's Title Policy; the cost of preparing and recording any releases and other documents necessary to convey the Property in accordance with this Contract; one-half (1/2) of any escrow or closing fee charged by the Title Company; and any other similar closing costs customarily paid by a seller of real property. (2) Paid By Purchaser. Purchaser agrees to pay recording fees, copies of restrictions and easements, expenses stipulated to be paid by Buyer under other provisions of the Contract, and one-half (1/2) of any escrow or closing fee charged by the Title Company and any other similar closing costs customarily paid by a purchaser of real property. 6 9. DEFAULTS AND REMEDIES. a. Purchaser's Default and Seller's Remedies. If Purchaser is in default under this Contract, Seller may, at Seller's sole option and as Seller's sole remedy, terminate this Contract by written notice to Purchaser and receive the Escrow Deposit (which shall be delivered to Seller by the Title Company on receipt of written notice from Seller that Purchaser has defaulted under this Contract), it being agreed between Purchaser and Seller that such amount shall be liquidated damages for a default of Purchaser under this Contract because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such uncertainty of ascertaining actual damages for such default. This limitation of remedies provision shall not apply to or affect Purchaser's indemnities of Seller in this Contract. b. Seller's Defaults and Purchaser's Remedies. If Seller is in default under this Contract, Purchaser may, at Purchaser's sole option and as Purchaser's sole remedy, do either of the following: (1) terminate this Contract by written notice delivered to Seller on or before the date of Closing and receive the Escrow Deposit, which shall be delivered to Purchaser by the Title Company on receipt of written notice from Purchaser that Seller has defaulted under this Contract, or (2) enforce specific performance of this Contract against Seller, provided, however, that Purchaser's right to enforce specific performance against Seller shall be subject to Purchaser's tendering performance, including but not limited to the payment of the Cash Purchase Price. c. Attorney's Fees. If either party to this Contract defaults in the performance required hereunder, and the non -defaulting party employs an attorney to enforce the terms hereof, such non -defaulting party shall be entitled to reasonable attorney's fees from the defaulting party. 10. BROKERS AND COMMISSIONS. a. Broker. Seller agrees to indemnify and hold Purchaser harmless from any broker commission. Any and all broker commissions are the sole obligation of Seller. b. Notice. As required by the Texas Real Estate License Act, any broker has advise Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or obtain a policy of title insurance. By signing this Contract, Purchaser acknowledges receipt of this notice. -7 11. MISCELLANEOUS. a. Assignment of Contract. This Contract may not be assigned by Purchaser without the prior written consent of Seller. b. 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 shall survive the Closing and shall not be merged therein. c. Notice. Any notice required or permitted to be delivered under this Contract shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or other overnight delivery service, telecopy, or hand delivery, or (ii) three (3) business days after being 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 stated in Section 1. Copies of all notices shall also be sent concurrently to Seller's or Purchaser's attorney, as appropriate, at the following addresses: Seller's Attorney: Purchaser's Attorney: Mark Dietz 108 E. Fannin Round Rock, Texas 78664 Telephone Number: (512) 244-9314. Email: rmdietznlawdietz.com Steve Sheets 309 E. Main St. Round Rock, TX 78664 Telephone Number: (512) 255-8877 Email: steve a,scrrlaw.com A party may change its address or the address of its attorney for notice upon written notice to the other party pursuant to the terms hereof. d. Texas Law to Apply. This contract shall be construed under and in accordance with the laws of the state of texas, and all obligations of the parties created by this contract are performable in Williamson County, Texas, which is the county of jurisdiction and venue for all disputes arising hereunder. 8 e. Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties to this Contract and their respective heirs, executors, administrators, legal representatives, successors and assigns. f. Legal Construction. 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, such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. g. Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties to the Contract and supersedes any prior understanding or written or oral agreements between the parties concerning the purchase of the Property. h. Gender. 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. i. Effective Date. The Effective Date of this Contract shall be the date the Contract is escrowed with the title company together with the Earnest Money. j. Calendar Days and Deadlines. As used herein, "days" shall mean and refer to calendar days but if a deadline falls or notice is required on a Saturday, Sunday or legal banking holiday, the deadline or notice shall be extended to the next calendar day which is neither a Saturday, Sunday nor a legal banking holiday. k. Multiple Counterparts. Counterparts of this Contract may be executed in one or more counterparts, and all so executed shall constitute one (1) agreement, binding upon the parties hereto, and notwithstanding that all of the parties are not signatories to the same counterparts. 9 Executed by Seller on , 2014. SELLER: YMCA of Greater Williamson County a 501 (c) 3 corporation By: Jeff Andressen, its CEO - 10 - Executed by Purchaser on , 2014. PURCHASER: CITY OF ROUND ROCK, TEXAS By: Alan McGraw, Mayor - 11 - EXHIBIT "A" Metes & Bounds Property Description - 12- EXECUTED ORIGINAL DOCUMEN1S FOLLOW REAL ESTATE CONTRACT 1. PARTIES. The parties to this Contract are: a. Seller: YMCA of Greater Williamson County 1812 N. Mays St. Round Rock, TX 78664 512-246-9622 b. Purchaser: City of Round Rock 221 E. Main St. Round Rock, TX 78664 512-218-5400 2. PROPERTY. Seller agrees to sell and convey, and Purchaser agrees to purchase and pay for certain real property in Round Rock, Williamson County, Texas, containing approximately 9.258 acres and being more particularily described in Exhibit A, (attached hereto and incorporated herein for all purposes); together with all of Seller's rights and appurtenances to the real property, including all easements, and adjacent waterways, streets, roads, alleys, or rights-of-way (the "Property"). 3. PURCHASE PRICE. Purchaser agrees to pay as the purchase price for the Property the sum of $300,000.00 in cash at Closing. 4. ESCROW DEPOSIT. Upon execution of this Contract, by both Seller and Purchaser, Purchaser agrees to deliver a cash Escrow Deposit in the amount of $5,000.00, to be held in escrow by the Title Company as Escrow Agent pursuant to the terms of this Contract. Failure by Purchaser to timely deposit the Escrow Deposit with the Title Company shall result in the automatic termination of this Contract, and neither party hereto shall have any further obligation thereunder. If requested by Purchaser, the Escrow Agent is authorized to place the Escrow Deposit in an interest bearing account at a financial institution whose accounts are insured by an agency of the federal government, and the interest earned on such funds shall be recognized by Purchaser for federal income tax purposes, but shall be paid to the party entitled to receive the Escrow Deposit under the terms of this Contract. d213049f-72bb-4999-9d14-f96c9851819d.doc R-2014-1386 5. TITLE COMMITMENT. a. Title Commitment. Within ten (10) days after the Effective Date, Seller shall deliver or cause to be delivered to Purchaser a Commitment for Title Insurance ("Title Commitment") from Georgetown Title Company at 1717 N. Mays St., Round Rock, TX 78664. The Title Commitment shall set forth the status of the title of the Property and show all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other matters affecting the Property. The Title Company shall furnish a copy of all documents referred to in the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements. b. Review of Title Commitment. Purchaser shall have ten (10) days after receipt of the Title Commitment in which to examine the documents and to specify to Seller those items reflected thereon which Purchaser will accept as permitted exceptions to title ("Permitted Exceptions"), and those items which Purchaser finds objectionable ("Title Objections"), Seller, at its discretion, may correct or remove all Title Objections, give Purchaser written notice thereof, and deliver an amended Title Commitment reflecting the correction or deletion of such matter. If Purchaser does not deliver to Seller ten (10) days after receipt of the title commitment and supporting documents, a written notice specifying those items which are Permitted Exceptions and Title Objections within the above -stated time period, then all of the items reflected on the Title Commitment shall be considered to be Permitted Exceptions. c. Uncorrected Title Objections. If Seller fails to cause all of the Title Objections to be corrected within fifteen (15) days after receipt of Purchaser's notice to Seller of the Title Objections, Seller shall give written notice to Purchaser that Seller cannot or will not correct or remove all of the Title Objections, and Purchaser shall have the following rights only: (1) Purchaser may terminate this Contract by giving Seller written notice thereof within fifteen (15) days after receipt of written notice from Seller, in which event the Escrow Deposit shall be returned to Purchaser, and both parties shall be released from all further obligations under this Contract; or (2) Purchaser may elect to purchase the Property subject to the Title Objections not so corrected or removed, in which event the uncorrected and unremoved Title Objections shall be deemed waived by Purchaser and shall thereafter be Permitted Exceptions under this Contract. 2 6. PRE-CLOSING REPRESENTATIONS OF SELLER. a. Seller's Representations. Seller has not made any representations or warranties of any kind to Purchaser not expressly contained in this Contract. Where the terms "to the best of Seller's knowledge" or words of similar import are used herein, it shall mean Seller's actual, current knowledge and not any constructive or imputed knowledge. Moreover, no inference or implication shall be drawn that Seller has made any independent investigation with respect to the subject of the representation or warranty based on knowledge, and purchaser agrees that Seller has no such duty. Subject to the foregoing, Seller represents, covenants and warrants as follows: (1) The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Seller. (2) The Property is free and clear of all mechanic's liens, liens, mortgages, or encumbrances of any nature except those which are to be satisfied on or before Closing. (3) Seller has not entered into an earnest money contract with any other potential Purchasers. (4) There is no suit, action, legal or other proceeding pending, or to the best of Seller's knowledge, threatened, which affect the Property. (5) Seller has never, nor, to Seller's best knowledge, has any previous owner of the Property or any other party ever generated, stored or disposed of any Hazardous Substances on the Property or transported from the Property to any other location. Seller shall upon the effective date hereof, deliver to Purchaser all written soil, utility, environmental and feasibility reports previously prepared relating to the Property, which are in the possession or under the control of Seller. "Hazardous Substances" means any substance which is (i) designated, defined, classified, or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant, or contaminant under the Resource Conservation and Recovery Act and/or the Comprehensive Environmental Response Compensation and Liability Act, (ii) petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PDB's, (iv) lead, (v) friable asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. 3 (6) Seller has not retained any person or firm to file a notice of protest against, or to commence any action to review, any real property tax assessment against the Property or any portion thereof and, to Seller's best knowledge, no such action has been taken by or on behalf of any other party. (7) Seller has not received any notice of any condemnation or similar proceedings having been instituted or threatened against the Property or any part thereof nor, to Seller's best knowledge, is any such proceeding threatened or contemplated of which Seller has not received formal notice. (8) There are no outstanding written or oral leases or agreements relating to the use or possession of the Property. (9) At Closing, Seller will have good and indefeasible title to the Property, subject only to the Permitted Exceptions and matters of record in the real property records of the county where the Property is located. (10) There are no parties in possession of any portion of the Property. To the best of Seller's knowledge, there are no adverse parties in possession of any portion of the Property whatsoever. 7. PRE-CLOSING REPRESENTATIONS OF PURCHASER. a. Purchaser's Authority. The person signing this Contract has the full right, power and authority to enter into this Contract on behalf of Purchaser. 8. CLOSING. a. Date and Place. The Closing of the sale of the Property by Seller to Purchaser shall occur on or before thirty (30) days after the effective date hereof. The Closing shall occur in the offices of Dietz & Jarrarrd. P.C.. Purchaser shall have the right to extend the Closing Date for up to thirty (30) days if funding from the sale of bonds has not been received by the scheduled Closing Date. b. Seller's Obligations at Closing. At the Closing, Seller, at Seller's sole cost and expense, shall deliver, or cause to be delivered, to Purchaser the Following: (1) Special Warranty Deed. Seller shall execute and deliver to the Title Company for recording a Special Warranty Deed conveying the Property to Purchaser, subject to the -4- Permitted Exceptions and all approved easements and restrictions of record which affect the Property. (2) Owner's Title Policy. Seller shall cause the Title Company to issue and deliver to Purchaser an owner's policy of title insurance ("Owner's Title Policy") in the amount of the Purchase Price insuring that Purchaser is owner of the Property, subject only to the Permitted Exceptions to be attached to the Deed as an Exhibit, and the standard printed exceptions included in the then current Owner Title Policy form promulgated by the State Board of Insurance. The standard exception for standby fees and taxes shall be limited to the year in which the Closing occurs. (3) Certificate of Non -Foreign Status. Seller shall deliver to Purchaser an affidavit on behalf of Seller certifying the non -foreign status of Seller. (4) Closing Statement. Seller shall execute and deliver to Purchaser and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. (5) Other Instruments. Seller shall execute and deliver such other documents as are customarily executed in Texas in connection with the conveyance of real property, including all required releases, certificates, affidavits, and any other instruments required by the Title Company. (6) Possession. Seller shall deliver possession of the Property to Purchaser on the Closing Date. (7) If applicable, Seller shall assign any ancillary Property Rights to the Property which Sellers owns and which the Title Company deems customary to transfer. c. Purchaser's Obligations at Closing. (1) Payment of Purchase Price. At the Closing, Purchaser shall pay the cash portion of the Purchase Price, subject to any adjustments for prorations and other credits provided for in this Contract. (2) Acceptance of Documents. Purchaser shall accept all documents executed and delivered by Seller and the conveyances, transfers and assignments evidenced 5 thereby, and shall execute and deliver all such documents that require Purchaser's execution. (3) Certificate of Authority. Purchaser shall deliver to Seller a copy of the City Council Resolution on behalf of Purchaser authorizing the transaction described in this Contract and the execution of the documents by the appropriate person, in form and substance reasonably required by Seller. (4) Closing Statement. Purchaser shall execute and deliver to Seller and to the Title Company the closing statement in the form to be provided by the Title Company with the Purchase Price, closing costs, prorations and credits provided for in this Contract. d. Tax Proration. Real estate, ad valorem, and other state, county and municipal taxes, charges and assessments (special or otherwise), on the basis of the calendar year for which the same are levied, imposed or assessed, and regardless of when the same become a lien or are payable, shall be adjusted between Seller and Purchaser and shall be prorated on a per diem basis as of midnight of the day preceding the date of Closing. If the rate of any such taxes, rents, charges or assessments shall not be fixed prior to the Closing, the adjustment thereof at the Closing shall be upon the basis of the rate for the preceding calendar year applied to the latest assessed valuation (or other basis of valuation) between Seller and Purchaser, if necessary, when the actual tax figures are available. e. Closing Costs. Seller and Purchaser each agree to pay the following costs at the Closing: (1) Paid By Seller. Seller agrees to pay the cost of preparing the Special Warranty Deed and other conveyance documents; the premium for the Owner's Title Policy; the cost of preparing and recording any releases and other documents necessary to convey the Property in accordance with this Contract; one-half (1/2) of any escrow or closing fee charged by the Title Company; and any other similar closing costs customarily paid by a seller of real property. (2) Paid By Purchaser. Purchaser agrees to pay recording fees, copies of restrictions and easements, expenses stipulated to be paid by Buyer under other provisions of the Contract, and one-half (1/2) of any escrow or closing fee charged by the Title Company and any other similar closing costs customarily paid by a purchaser of real property. 6 9. DEFAULTS AND REMEDIES. a. Purchaser's Default and Seller's Remedies. If Purchaser is in default under this Contract, Seller may, at Seller's sole option and as Seller's sole remedy, terminate this Contract by written notice to Purchaser and receive the Escrow Deposit (which shall be delivered to Seller by the Title Company on receipt of written notice from Seller that Purchaser has defaulted under this Contract), it being agreed between Purchaser and Seller that such amount shall be liquidated damages for a default of Purchaser under this Contract because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such uncertainty of ascertaining actual damages for such default. This limitation of remedies provision shall not apply to or affect Purchaser's indemnities of Seller in this Contract. b. Seller's Defaults and Purchaser's Remedies. If Seller is in default under this Contract, Purchaser may, at Purchaser's sole option and as Purchaser's sole remedy, do either of the following: (1) terminate this Contract by written notice delivered to Seller on or before the date of Closing and receive the Escrow Deposit, which shall be delivered to Purchaser by the Title Company on receipt of written notice from Purchaser that Seller has defaulted under this Contract, or (2) enforce specific performance of this Contract against Seller, provided, however, that Purchaser's right to enforce specific performance against Seller shall be subject to Purchaser's tendering performance, including but not limited to the payment of the Cash Purchase Price. c. Attorney's Fees. If either party to this Contract defaults in the performance required hereunder, and the non -defaulting party employs an attorney to enforce the terms hereof, such non -defaulting party shall be entitled to reasonable attorney's fees from the defaulting party. 10. BROKERS AND COMMISSIONS. a. Broker. Seller agrees to indemnify and hold Purchaser harmless from any broker commission. Any and all broker commissions are the sole obligation of Seller. b. Notice. As required by the Texas Real Estate License Act, any broker has advise Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection, or that Purchaser should be furnished with or obtain a policy of title insurance. By signing this Contract, Purchaser acknowledges receipt of this notice. 7 11. MISCELLANEOUS. a. Assignment of Contract. This Contract may not be assigned by Purchaser without the prior written consent of Seller. b. 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 shall survive the Closing and shall not be merged therein. c. Notice. Any notice required or permitted to be delivered under this Contract shall be deemed received on the earlier of (i) actual receipt by mail, Federal Express or other overnight delivery service, telecopy, or hand delivery, or (ii) three (3) business days after being 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 stated in Section 1. Copies of all notices shall also be sent concurrently to Seller's or Purchaser's attorney, as appropriate, at the following addresses: Seller's Attorney: Purchaser's Attorney: Mark Dietz 108 E. Fannin Round Rock, Texas 78664 Telephone Number: (512) 244-9314. Email: rmdietz@lawdietz.com Steve Sheets 309 E. Main St. Round Rock, TX 78664 Telephone Number: (512) 255-8877 Email: steve@scrrlaw.com A party may change its address or the address of its attorney for notice upon written notice to the other party pursuant to the terms hereof d. Texas Law to Apply. This contract shall be construed under and in accordance with the laws of the state of texas, and all obligations of the parties created by this contract are performable in Williamson County, Texas, which is the county of jurisdiction and venue for all disputes arising hereunder. 8 e. Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties to this Contract and their respective heirs, executors, administrators, legal representatives, successors and assigns. f. Legal Construction. 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, such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. g. Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties to the Contract and supersedes any prior understanding or written or oral agreements between the parties concerning the purchase of the Property. h. Gender. 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. i. Effective Date. The Effective Date of this Contract shall be the date the Contract is escrowed with the title company together with the Earnest Money. j. Calendar Days and Deadlines. As used herein, "days" shall mean and refer to calendar days but if a deadline falls or notice is required on a Saturday, Sunday or legal banking holiday, the deadline or notice shall be extended to the next calendar day which is neither a Saturday, Sunday nor a legal banking holiday. k. Multiple Counterparts. Counterparts of this Contract may be executed in one or more counterparts, and all so executed shall constitute one (1) agreement, binding upon the parties hereto, and notwithstanding that all of the parties are not signatories to the same counterparts. 9 Executed by Seller on , 2014. SELLER: YMCA of Greater Williamson County a 501 3 corporation B -10- J ,/\....___--,_ ressen, its CEO Executed by Purchaser on ,n[Aq—' , 2014. PURCHASER: CITY OF ROUND ROCK, TEXAS By: Alan McGraw, Mayor EXHIBIT "A" Metes & Bounds Property Description - 12- JU..-14-1995 12:30 • WEST SURVEYORS. r1�iG TSS HERITAGE BANK Tr}� tzo, ttvfm. aw . �mowv C. wrsr ( 1 1 aue�e t -C wea,+a�eea n..�.e suRrave+4 au.,.a tum■ rosea c�tz>:a. 4a41 512 255 2121 P.09 FIELDNOTE DESCRIPTION a F NOtttN IFGLwNo[.se.. BltAr�►�.. BEING a 9.258 acre tract of land out of the Prior A. Holder Survey, Abstract No. 297 situated in Williamson County. Texas and beteg a portion of that certain 71.110 acre tract conveyed to the City of Round Rock, Texas by Special Warranty Deed recorded in volume 1760, page 475 of the Official Records of Williamson County, Texas, said 9.258 acres being more particularly described by metes and bounds as follows: QEGIJINXN6 at a 3/8 inch iron rod found at the intersection of barbed wire fences ( North. East and South ), said corner being situated South 00' 39' 51" East, a distance of 1.718.19 feat from a 1/2 inch iron rod found marking the northwest corner of aforesaid 71.110 acre tract; THENCE North 00" 39' 51' West, along the general Zine of said barbed wire fenceline. a distance of 637.53 feet to a 1/2 inch iron rod Set for the northwest corner of this tract; THENCE departing the west line of said 71.110 acre tract and through said tract, North 89. 20' 09' East (perpendicular to the previous coarse ), a distance of 538.98 feet to a 1/2 Inch Iron rod Setfor an angle point in the northeast line of this tract: THEME South 42" 09' 40' East, a distance of 143.44 feet to a point for -corner appppraximate;y 30 foot offset from the centerline of a 24 foot wide asphalt roadway ( 'park Road" ); THENCE along the said 30 foot offset to the centerline of 'Park Road' the following six (6) courses: Along a non -tangent circular curve to the left having a radius of 490.98 feet, through a central angle of 21' 13' 04', an arc lenges of 181.82 feat, a chord bearing South 37' 13' 48' Best. a chard distance of 180.78 feet to a point for the end of said curve; South 31.04'05"ifest, a distance of 155_23 feet to a point of curvature of a non -tangent circular curve to the left having a radius of 276.46 feet; along said curve to the left, through at central angle of 46" 23' 30", an arc Length of 223.58 feet, a chord bearing south 13' O5' 03" West. a chord distance of 217.78 feet to point far the end of said curve; South 08• 34' 09" East. a distance of 61.06 feet to a point of curvature of a non -tangent circular' curve to the right having a radius of 336.36 feet; along said curve to the right. through a central angle of 29" 25' 45", an arc length of 172.77 feet, a chord bearing South O8' 12' 46' West, a chord distance of 170.87 feet to a point of reverse curvature of a non -tangent circular curve to the left having a radius of 430.43 feet; EXHIBIT RECORDERS MEMORANDUM ,ill or parts of the teat on this page was SW Qlearly legible for satisfactory recordadon. 07/14/9S 12:23 TX/RX NO..3330 P..009 1 1 512 445 7064 t.?.Tora0 16:44 FAX 1 512 445 70"4 JUL-14-1995 12131 TEXAS HERITAGE TAGE 8 ANK 9.258 acres continued: e005/005 512 255 1121 P.10 along said curve to the left, through a central angle of 07• 28' 16", an arc length of 66.13 feet, a chord bearing South 13• 12' 29" Vest, a chord distance of 56.09 fest to a point for the southeast corner of the herein described tract, same being in the north line of a 30.000 acre tract ( Exhibit "6", as surveyed by Haynie, Kallman & Gray Inc. Jan. 24, 1989); THENCE departing "Park Road', and along the north line of said 30.000 acre tract, South 88' 35' 01' Vest, a distance of 356.31 feet to a 1/2 inch Iron rod set (0.7' west of existing fenceliue) in the aforesaid west line of 71.110 acre tract, for the southwest corner of this tract; THENCE along the Mast line of said 71-110 acre tract, North 01° 24' 59" Vest, a distance of 244.65 feet to the POINT OF_ DESINKIN8 and containing a calculated area of 9.258 acres ( 403,282 Square+ Feet ) of land. 1,‘K r7 An at pats at the bon on din page was a0t clearly fasibie for sadsf$CWTY recordation. 07/14/95 12:23 TX/RX NO..3330 P.O10 1