R-2019-0455 - 11/26/2019 RESOLUTION NO. R-2019-0455
WHEREAS, the City of Round Rock ("City") desires to purchase 2.97 acres of land located on
the north line of East Old Settlers Boulevard, west of Red Bud Lane, proposed to be used for future
Transportation improvement projects ("Property"), and
WHEREAS, 5.959 RR Investors, LLC, 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
Commercial Contract — Unimproved Property with 5.959 RR Investors, LLC, for the purchase of the
above described Property, a copy of said Contract being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 26th day of November, 2019.
/, /0/
CRAI ORG , Mayor
City of Round Rock, Texas
ATTEST:
�3ZR t, ,IA44
SARA L. WHITE, City Clerk
0112.1902;00435458
EXHIBIT
rrA�i
TEXAS R
COMMERCIAL CONTRACT - UNIMPROVED PROPERTY
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORSF0.INC.IS NOT AUTHORIZED.
MTexas Assoclatlon of REALTORSO,)no.2018
1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees
to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are:
Seller: 5.959 RR Investors LLC
Address: 13910 KimberleyLane, HoustonLTX_77479
Phone: (832)259-6782 E-mail: like shezaninc.com
Fax: Other:
Buyer: City of Round Rock Texas
Address: 221 East Main Street, Raund Rock TX 78664
12-255-8877 x
Phone: �L.22S
E-mail: dun(cyscrrlm%<.cos-n ;,PhOder�rxlroundrQckt�xaS �cav
Fax: Cather:
2. PROPERTY:
A. "Property" means that real property situated in Williamson County, Texas at
E Old Settlers Blvd, Round Rock, TX 78664
(address) and that is legally described on the attached Exhibit or as follows:
AW0173 AW0173 - Donaho, W. Jr. Sur., ACRES 2.967
B. Seller will sell and convey the Property together with:
(1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and
interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way;
(2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and
(3) Seller's interest in all licenses and permits related to the Property.
(Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.)
(if mineral rights are to be reserved an appropriate addendum should be attached.)
3. SALES PRICE:
A. At or before closing, Buyer will pay the following sales price for the Property:
(1) Gash portion payable by Buyer at closing . . . . . . . . . . . . . . . . . . . . . . . . $ 815,000.00
(2) Sum of all financing described in Paragraph 4 . . . . . . . . . . . . . . . . . . . . $
(3) Sales price (sum of 3A(1)and 3A(2)) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8151000.00
(TXR-1802)4-1-18 initialed for Identification by Seller and Buyer Page 1 of 14
Don Quick.1000 north IWIS Shite A Round Rock TX 78681 Phone;512.2M0000 Fax: 2,967 AC on E Old
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Commercial Contract-Unimproved Property concerning
B. (Check /8or(2) unh/)
(1) The sales price will not be adjusted based on a sun/ey.
| |
(2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B.
The sales price iocalculated on the basis of$ per:
(i) square foot of17total area Elnet area.
||
(ii) acre of||total-area F1 net area.
(b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area"
means total area less any area ofthe Property within:
(i) public roadways;
| |
(ii) rights-of-way and easements other than those that directly provide utility services to the
Property; and
(c) If the sales phmo is ocUuetmd by more than % of the stated sales price, either party
may terminate this contract by providing written notice to the other party within deym
after the Lenn1maUng party receives the survey. If neither party terminates this contract or if the
variance is less than the sCeWad pemuentage, the adjustment to the ao|ea pdmm will be made to
the noeh portion of the me|ea price payable by Buyer.
4. FINANCING: Buyer will finance the portion of the oo|as price under Paragraph 3/\(2) as follows:
A. Ihird PaM FinanQLrig: One or more third party loans in the total amount of$ .
This contract:
(1) is not contingent upon Buyer obtaining third party financing.
| | (2) is contingent upon Buyer obtaining third party financing in accordance with the attached
Commercial Contract Financing Addendum (TXR'1931).
B. Assumption: In accordance with the attached Cornrnencie| Contract Financing Addendum (TXR-1931)'
Buyer will assume the existing promissory note secured by the Property, which balance at closing will
be$ .
C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the
attached Commercial Contract Financing Addendum (T><R'1931) /n the amount of
� .
5. EARNEST MONEY/
10
A. Not later than,@=deys after the effective dabe. Buyer must deposit $ $8,000.00 as earnest
money with Independence
at 203 West Main St, Suite A, Pflugerville, TX 78660 (address) Julia Bechara (closer).
If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of
Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits
the earnest money.
B. Buyer will deposit an additional amount of$ with the title company to be made
art ofthe earnest money onorbefore:
0) days after Buyer's right to terminate under Paragraph 7B expires; or
Buyer will be in default if Buyer ka||m to deposit the additional amount required by this Paragraph 513
within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount.
C. Buyer may instruct the title company to deposit the earnest money in an interest-beering account at a
federally insured financial institution and to credit any interest to Buyer.
(TXR,1aoo)*-1-va Initialed for Identification by 8oUer____'____end Buyer_....................__ Page 2 of 14
Commercial Contract'Unimproved Property concerning E Old Settlers 131vd, Round Rock,TX 78664
8. TITLE POLICY AND SURVEY/
ATitle Policv:
-
Buyer's
(1) etS+4epls oxponma' will furnish Buyer an Owner's Policy of Title Insurance (the title policy)
issued by any underwriter of the title company in the amount nfthe sales price, dated at or after
closing, insuring Buyer against loss under the title policy, subject only to:
(a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and
(b) the standard printed exceptions contained in the promulgated form of title policy unless this
contract provides otherwise.
(2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary
lines, or any encroachments or protrusions, or any overlapping improvements:
(a) will not beamended ordeleted from the title policy.
| | (b) will be amended to read "shortages in areas"at the expense offJ-1 Buyerrl Seller.
(3) Within 10 days after the effective date, Seller will furnish Buyer commitment for title insurance
(the commitment) including legible copies of recorded documents evidencing title exceptions. Seller
authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's
address.
B. 3urv-Qy: Within 15 days after the effective date:
P (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver m copy of the survey to
Seller. The survey nnua1 be made in accordance with the: (i) ALT/VNSPS Land Title Survey
standards, or (||) Texas Society of Professional Surveyors' standards for Category 1A survey
under the appropriate condition. Seller will reimburse Buyer (insert
amount) ofthe cost ofthe survey atclosing, |[closing occurs.
F7
(2) Seller, at Seller's expmnse, will furnish Buyer e survey of the Property dated after the effective date.
The survey must be made in accordance with the, (i) ALTA/NSP8 Land Title Survey standards, or
(ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the
appropriate condition.
(3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent
eun/oy of the Property along with an affidavit required by the title company for approval of the
existing survey. If the existing survey is not acceptable tothe title company, ] Seller [)�] Buyer
(updating party), vvi||, at the updating party's expenoe, obtain o new orupdated survey acceptable
to the title company and deliver the acceptable survey to the other party and the title company
within 2Odays after the title company notifies the parties that the existing survey ianot acceptable
to the title company. The closing date will be extended daily up to 20 days if necessary for the
updating party to deliver an acceptable survey within the time required. The other party will
reimburse the updating party (insert amount or percentage) of the cost
ofthe new nrupdated survey atclosing, |fclosing occurs.
C. liyer's Objections to the..Commitment arid Survey:
(1) Within 10 days after Buyer receives the last of the commitrnent, copies of the documents
evidencing the title exceptions, and any required survmy. Buyer may object in writing to matters
disclosed in the ibarna if: (o) the matters disclosed are a restriction upon the Property orconstitute a
defect or encumbrance to title other than those permitted by this contract or liens that Seller will
satisfy at closing or Buyer will assume at closing; or (b)the items show that any part of the Property
(|ea in a special flood hazard area (en "A" or "V" zona as defined by FEMA). If the commitment or
survey is revised or any new document evidencing o title exception is delivered, Buyer may object
to any new matter revealed in such revision or new document. Buyer's objection must be made
within the oorne number of days stated in this paragraph, beginning when the revision or new
(TX P-1ouu)4-1-10 Initialed for Identification u'Seller____.____and Buyer____`____. Page onr14
Commercial Contract-Unhnprmvedpmpertyoonoeming E Old Seftler5 Blvd, Round Rock,TX 78664
document is delivered to Buyer. If Paragraph 613(1) applies, Buyer is deemed to receive the survey
on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified
inParagraph 8B.
(2) Seller may, but is not obligated to. cure Buyer's timely objections within 15 days after Seller
receives the objections. The closing date will be extended as necessary to provide such time to
cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate
this contract by providing written notice to Seller within S days after the time by which Seller must
cure the objections. If Buyer terminates, the earnest money, |emo any independent consideration
under Paragraph 78(l),will berefunded b» Buyer.
(3) Buyer's failure to timely object or terminate under this Paragraph 8C is a waiver of Buyer's right to
object except that Buyer will not waive the requirements in Schedule C of the commitment.
7. PROPERTY CC>NO|T|{JN:
A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at
Seller's expense, will complete the following before closing:
_____---- _. .......... -_--- . _-
B. : Buyer may terminate this contract for any reason within 30 days after the
effective date (feasibility period) by providing Seller written notice of termination.
(1) (Check only one box and insert announts.}
FX] (a) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer |eoo
$ _____thot Seller will retain as independent consideration for Buyer's
unrestricted right to terminate. Buyer has tendered the independent consideration to Seller
upon payment of the amount specified in Paragraph 5A to the 11t|a company. The independent
consideration is to be credited to the sales price only upon closing of the sale. If no dollar
, i stated in this P,-aragraol) 7%11-or if Buyer fa
,
| | (b) Not later than 3 days after the effective date, Buyer rnuei pay Seller $ _
as independent consideration for Buyer's right to terminate by tendering such amount to Se/|er
or Seller's agent If Buyer terminates under this Paragraph 7B, the earnest money will be
refunded to Buyer and Ge||or will retain the independent consideration. The independent
consideration will be credited to the sales price only upon doo|nQ of the sale. If no dollar
arnount is stated in this Paragraph 7130 or,if Quygr fL-A,,, to p,,,.iv the
.
(2) Feasibility Period Extension: Prior tothe expiration ofthe initial feasibility period, Buyer may extend
the feasibility period for n single period of an odd|1|onm| ____days by depositing additional
earnest money inthe amount mf� with the title company. If n!2 dollar
theextension of the feasibility period will not be e4ective.
C. *
(1) During the feasibility period, Buyer` at Buyer's expense, may complete or cause to be completed
any and all inspeobuno, siudiem, or assessments of the Property (including all improvements and
fixtures) desired bwBuyer.
<TxF-1e02)4-1'18 Initialed for Identification brGeUer____. and BuyerPage 4of14
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/2\ Buyer must:
(a) employ only trained and qualified inspectors and assessors;
(b) notify Seller, in advance, of when the inspectors or assessors will be on the Property;
(o) abide byany reasonable entry rules orrequirements ofSeller;
(d) not interfere with existing operations or Occupants of the Property; and
(e) restore the Property to its original condition if altered due to inspections, studiaa, or
assessments that Buyer completes orcauses bobecompleted.
(3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is
responsible for any da|rn, Uabi|ity, enournbronoa, oouaa of act|on, and expense resulting from
Buyer's inopectiona, studies, or assessments, including any property damage or personal injury.
Buyer will indernnifv, hold horrn|eoe, and defend Seller and Seller's agents against any o(mirn
involving m matter for which Buyer is responsible under this paragraph. This paragraph survives
termination o[this contract.
D. Eroperty InLormgtion:
(1) Information: Within 15 days after the effective date, Seller will deliver bo
Buyer: (Check e8that apply.)
| | (a) copies of all current |aamaa, including any mineral |eaeea, pertaining to the Property, including
any modifications, supplements, oramendments tothe leases;
| | (b) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller
will not pay |nfull onorbefore closing;
| | (o) oop|oa of all previous environmental assessments, geotechnical naporto, studies, or analyses
made onorrelating tothe Property;
(d) copies property tax statements for the Property for the previous 2 calendar years;
(e) plats ofthe Property;
| | (D copies of current utU/b/ capacity letters from the Property's water and sewer service provider;
and
-.........________''............_______..........._________-'''_______ ...........____-____-_ .................
___'
(2) Return of Proverty Information: If this contract terminates for any naeson. Buyer will, not later than
10days after the termination date: (Check a//that apo/x>
�� (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in
other than anelectronic format and all copies that Buyer made ofthose items;
(b) delete or destroy all electronic versions of those iLerno described in Paragraph 7D/1> that Be||or
delivered toBuyer orBuyer copied inany format; and
LJ (o) deliver to Seller copies of all inspection and assessment reports related to the Property that
Buyer completed orcaused 1obecompleted.
This Paragraph 7Q(2)survives termination ofthis contract.
E. Contracts Operations: Until closing, Seller: (1) will operate the Property in the same manner
as on the effective date under reasonably prudent business standards; and (2) will not transfer or
dispose of any part of the Property, any interest or right in the Property, or any of the personal property
or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends,
Seller may not enter into, amend, or terminate any other contract that affects the operations of the
Property without Buyer's written approval.
8. LEASES:
A. Each written lease Seller is to eeaiQn to Buyer under this contract must be in full force and effect
according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease,
or make any amendment or modification to any existing lease without Buyer's written consent. Seller
(TKR-1eo2}4-i'18 Initialed for Identification by GeHer____._____and Buyer ........ .____ Page 5of14
Commercial Contract-unimprovedProperty concerning
must disclose, in vvd1|ng, if any of the fVUmvvng exist at the time Seller provides the leases to the Buyer
orsubsequently occur before closing:
(1) any failure by Seller to comply with Seller's obligations under the leases;
(2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets
or damages;
(3) any advance sums paid bya tenant under any lease;
(4) any conoeoaiono, bonuses, free rents, rebates, brokerage oonmrniasionm, or other rnetkara that affect
any|eeae; and
(5) any amounts payable under the leases that have been assigned or encumbered, except as security
for|oan(a)assumed ortaken subject tounder this contract.
B. :Within dayo after the effective date. Seller will deliver to Buyer estoppel
certificates signed not earlier than byeach tenant that leases space
in the Property. The estoppel certificates must include the certifications contained in the current version
of TXR Form 1938 - Commercial Tenant Estoppel Certificate and any additional information requested
by third party lender providing financing under Paragraph 4 if the third party lender requests such
additional information at least 10 days prior to the earliest date that Seller may deliver the signed
estoppel certificates.
9. BROKERS:
A. The brokers tothis sale are:
Principal Broker, Cooperating Broker:
Agent: Brent Campbell Agent:
xdunaoa: 1000 N Interstate 35 Auunams�
Round Rock,TX 78681
Phone& pax: Phone & Fax:
E-mail: E-mail:
uoonuemu.� 347889 License No.:
Principal Broker: (Check only one box) Cooperating Broker represents 8uyec
represents Seller only.
represents Buyer only.
| | isenintermediary between Seller and Buyer.
B. Fees, (Check only(Y) or(2) be/ow'.)
(Complete the Agreement Between Brokers onpage 14only/f(1)/s selected.)
(1) Seller will pay Principal Broker the fee specified by separate written commission agreement
between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified
in the Agreement Between Brokers found below the parties' signatures to this contract.
[X] (2) At the doo|nQ of this oa|e. Seller will pay:
Principal Broker ototal cash fee of: Cooperating Broker etotal cash fee of:
5.000 IX
Y6ofthe sales price, 96ofthe sales price.
.......... .
The cash fees will bepaid in County, Texas. Seller outhohzoo
the title company topay the brokers from the Seller's proceeds a1closing.
(Txn,1802)4-1-18 Initialed for Identification uvSeller ...................... and Buy-or____.__......... Page Vor14
Produced with=/pe.=O by z*mn" `nn70Fifteen Mile Road,Fraser,Michigan^8026 z.»a/^C=x
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with a lien againstbhe Property-
C.
nooertu[|. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the
amendment.
10. CLOSING:
A. The date of the closing of the sale (dosing date) will be on or before the later of:
(1) days after the expiration ofthe feasibility period.
(specific date).
(2) 7 days after objections made under Paragraph 6C have been cured or waived.
B. /feither party fails to close by the closing dote, the non-defaulting party may exercise the remedies in
Paragraph 15.
C. At dosing. Seller will execute and deliver, at Seller's expense, ag�nena| ��apeuio| warranty deed.
The deed must include o vendor's lien if any part of the ao|ea price is financed. The deed must convey
good and indefeasible title to the Property and show no exceptions other than those permitted under
Paragraph 6 or other provisions of this contract. Seller must convey the Property:
(1) with no |iens, asseasrnmnta, or other security interests against the Property which will not be
aoUafiedout ofthe sales price, unless securing loans Buyer assumes;
(2) without any assumed loans indefault; and
(3) with no persons in possession of any port of the Property as >eosaea. tenants at aufferanoo, or
trespassers except tenants under the written leases assigned to Buyer under this contract.
D. At closing, Seller, at Seller's expenoe, will also deliver to Buyer:
(l) tax statements showing nodelinquent taxes onthe Property;
(2) anassignment ofall leases tooronthe Property;
(3) to the extent aosigneb|e, on assignment to Buyer of any licenses and permits related to the
Property;
(4) evidence that the person executing this contract is legally capable and authorized to bind Seller,
(5) an affidavit acceptable to the tide company stating that Seller im not a foreign person or. if Seller is
a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds
an amount sufficient to comply with applicable tax |evv; and (i|) deliver the amount to the Internal
Revenue Service (|RG) together with appropriate tax forms; and
(6) any notices, statements, oertificatea, affidavits, re|eaees, and other documents required by this
contract, the cornrn/trnent' or |avv necessary for the closing of the sale and issuance of the title
policy, all m[which must becompleted bySeller esnecessary.
E. At closing, Buyer will:
(1) pay the sales price ingood funds acceptable bothe title company;
(2) deliver evidence that the person executing this contract is legally capable and authorized to bind
Buyer;
(3) sign and send to each tenant in a lease for any part of the Property a written statement that:
(a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and
(b) specifies the exact dollar amount of the security deposit;
/4\ sign anassumption ofall leases then ineffect; and
(5) execute and deliver any ncticea, etoternenta, certificates, or other documents required by this
contract orlaw necessary bmclose the sale.
F. Unless the parties agree othenw|ee, the closing documents will be as found in the basic forms in the
current edition oythe State Bar of Texas Real Estate Forms Manual without any additional clauses.
(TxF-1B02)4-1'18 Initialed for Identification by8eUe,____. and ooyor____. Page 7of14
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11. POSSESSUON: Se|lervviUde!iverpoesmsahonofUhePropertytoBuyorupondomingandfundingofU1inma|e
in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear
and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized
by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties.
12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of conflict
with other provisions of this contract. (/f special provisions are contained /n an Addendum, identify the
Addendum here and reference the Addendum /nParagraph 22I}.)
1) If Buyer orders new survey as described in Section 6.B.(3), Seller will reimburse 5O96ofthe cost
ofthe new survey, but innmevent more than $75O.00.
2\ Buyer will prepare the conveyance deed dooumnent., in the |lx'ni uttuchcd as E'xhibit ''/\" bcrecn.
3) Ad rc|orum iaxco aba|} bcprorated to the c|ooing dd|c, uJiuxtcd andoollcutcd in cash l\'u/n the Su|c*Pbou at the
Ckosin"�
13. tAL�9EXPEMSES:
A. : Seller will pay for the following at or before closing:
(1) releases of existing Uenm, other than those liens assumed by Buyer, including prepayment penalties
and recording fees;
(2) release of Seller's loan liability, if applicable;
(3) tax statements or certificates;
(5) one-half o[any escrow fee;
/6> costs to record any documents to cure title objections that Seller must cure; and
(7) other expenses that Seller will pay under other provisions of this contract.
B. : Buyer will pay for the following utorbefore closing:
(1) all loan expenses and fees;
(2) preparation ofany deed oftrust;
(3) recording fees for the deed and any deed oftrust;
(4) premiums for flood insurance as may be required by Buyer's lender;
(5) one-half ofany escrow fee;
(6) other expenses that Buyer will pay under other provisions of this contract.
14. PRORAT/OMS:
A. RlgIahons:
(1) |nbenapt on any assumed loan, taxes' rontm, and any expense reimbursements from tenants will be
prorated through the closing date.
(2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the
closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes
for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust
the pronationovvhen the tax statements for the year in which the sale o/onem become available. This
Paragraph 14A(2) survives closing.
(3) |fBuyer assumes a loan or is taking the Property subject to an existing ||en. Seller will transfer all
nseen/e deposits held by the lender for the payment of taxes, insurance prenniuma, and other
charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate
adjustment at closing.
B. Eollback Taxes: If Seller's use or change in use of the Property before closing results in the
assessment ofadditional taxes, pena|beo, or interest (assessments) for periods before closing, the
assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing
results in additional assessments for periods before o|oaing, the assessments will be the obligation of
Buyer. This Paragraph 14Bsurvives closing.
(TXF-1802)4-1-18 Initialed for Identification bySo|!er____.____and Buyor____.____ Page 8of14
Commercial Contract-ummprmegPmpertyuonuaming
C. Atclosing, Seller will tender hoBuyer all security deposits and the following
advance payments received by Seller for periods after closing: prepaid expenses, advance rental
paynnentm, and other advance payments paid by tenants. Rents prorated to one party but received by
the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after
the rent ioreceived. This Paragraph 14Csurvives closing.
15. DEFAULT:
A. If Buyer fails to comply with this oontnact. Buyer is in default and Seller, as Seller's sole narnedy(|ea),
may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure
except for any damages resulting from Buyer's inspections, studies or assessments in accordance with
Paragraph 7C(3)which Seller may pursue; or
(Check if applicable)
enforce specific performance, or seek such other relief as may be provided by law.
B. If, without fault, Seller is unable within the time m||ovved to deliver the estoppel oert|f|catea, survey or the
commitment, Buyer may:
(1) terminate this contract and receive the earnest money' |eaa any independent consideration under
Paragraph 713(1), aoliquidated damages and aoBuyer's sole remedy; or
(2) extend the time for performance up to 15 days and the closing will be extended as necessary.
C. Except as provided in Paragraph 15B. if Seller fails to comply with this contract, Seller is in default and
Buyer may:
(1) terminate this contract and receive the earnest money. less any independent consideration under
Paragraph 713(1), aoliquidated damages and aaBuyer's sole remedy; or
(2) enforce specific performance, or seek such other relief as may be provided by law, or both.
16. CONDEMNATION: If before oioa|nQ, condemnation proceedings are commenced against any pert of the
Property, Buyer may:
A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the
condemnation proceedings and the earnest money, |eme any independent consideration paid under
Paragraph 7B(1). will berefunded ioBuyer; or
B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to:
(1) Seller and the sales price will bareduced bythe same amount; or
(2) Buyer and the sales price will not bereduced.
17. ATTORNEY'S FEES/ If Buyer, Seller, any broker, or the title company is a prevailing party in any legal
proceeding brought under or with na|oUmn to this contract or this transaction, such party is entitled to
recover from the non-prevailing parties all coats of such proceeding and reasonable attorney's fees. This
Paragraph 17 survives termination of this contract.
18- ESCROW:
A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing
ooato, and any excess will be refunded to Buyer. |fnoclosing ocouro, the title company may require
payment of unpaid expenses incurred on behalf of the parties and o written release of liability of the
title company from all parties.
B. If one party nnohea written demand for the earnest money, the title company will give notice of the
demand by providing to the other party a copy of the demand. If the title company does not receive
written objection to the demand from the other party within 15 days after the date the title company
sent the demand to the other party, the tide company may disburse the earnest money to the party
making dennand, reduced by the amount of unpaid expenses incurred on behalf ofthe party receiving
the earnest money and the title company may pay the same tothe creditors.
(TX R-1802)4'1-18 Initialed for Identification uySeller_____.____and Buyer Page go,14
Commercial Contract'Unimproved Property concerning
C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing
any earnest money to Buyer and will pay the independent consideration to Seller.
O. If the title company complies with this Paragraph 18, each party hereby ns|eaaeo the title company from
all claims related 10the disbursal ofthe earnest money.
E. Notices under this Paragraph 18 must be sent by certified rnaU' return receipt requested. Notices to the
dUecompany are effective upon receipt bythe title company.
F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days
after naoo|pt of the request will be liable to the other party fon (i) damages; (ii) the earnest money; 0i\
reasonable attorney's fees; and (iv) all costs ofsuit.
G. Seller 1-1 Buyer intend(s)to complete this transaction as a part of an exchange of like-kind properties
in accordance with Section 1031 of the Internal Revenue Cnde, as amended. All expenses /n
connection with the cmnbsnnoJatod exchange will be paid by the exchanging party. The other party will
not incur any expense or liability with respect to the exchange. The parties agree tucooperate fully and
in good faith to arrange and consummate the exchange so as to comply to the rnaxirnurn extent
feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this
contract will not baaffected |nthe event the contemplated exchange fails tooccur.
19. MATERIAL FACTS: Tothe best ofSeller's knowledge and belief: (Check only one box.)
`] A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial
Property Condition Statement(TXR-14O8).
B. Except as otherwise provided in this contract, Seller/s not aware of:
(1) any subsurface: structures, pits,waste, springs, orimprovements;
(2) any pending orthreatened litigation, condemnation, orassessment affecting the Property;
(3) any environmental hazards or conditions that materially affect the Property;
(4) whether the Property is or hes been used for the storage or disposal of hazardous materials or
toxic m/amie, e dump site or/mndf|||, or any underground tanks or containers;
(5) whether rodon, asbestos containing materials, urea-hz/rna|dehyde foam insulation, lead-based
paint, toxic mold (10 the extent that it adversely affects the health of ordinary 000upante), or other
pollutants or contaminants of any nature now exist orever existed on the Property,
(6) any wetlands, as defined by federal or state law or regulation, on the Property;
(7) any threatened orendangered species ortheir habitat onthe Property;
(8) any present or past infestation of wood-destroying insects in the Property's improvements;
(9) any contemplated material changes to the Property orsurrounding area that would materially and
detrimentally affect the ordinary use ofthe Property;
(1O)anycondition mnthe Property that violates any law orordinance.
(Describe any exceptions to /0-//0inParagraph /2mraneddendum.)
20. NOTICES: All notices between the parties under this contract must be in writing and are effective when
hand-delivered, mailed by certified nna|| return receipt requeated, or sent by facsimile transmission to the
parties addresses or hmosirni!e numbers stated in Paragraph 1. The parties will send copies of any notices
(othe broker representing the party bowhom the notices are sent.
A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1.
B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1.
21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute
related to this contract that may arise. If the dispute cannot be resolved by negotiabon, the parties will
submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs
of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph
does not preclude a party from seeking equitable relief from a court of competent jurisdiction.
(Txn,1oo2)4-1-1a Initialed for Identification uySeUer____.______and Buyer_____. Page 1omr14
Prod""e�iwith vwFo'm-0 by z5pLo9ix ,,umpm°°"Mile Road,,="",.w.*.nr"^80xo x.,m^c""c
Commercial Contract-UnimpmvedPropnnyooncommg E Old Set.fte
F
3gund Rockj)(..74664_............
_
22. AGREEMENT OFTHE PARTES:
A. This contract is binding on the parties, their heins, executors, repr*aentativoo, suoceeaora, and
permitted assigns. This contract is to be construed |naccordance with the laws ofthe State ofTexas.
If any term or condition of this contract aho|| be held to be invalid or unenforceab|e, the remainder of
this contract shall not beaffected thereby.
B. This contract contains the entire agreement of the parties and may riot be changed except in writing.
C. If this contract is executed in a number of identical oounbyrparts, each counterpart is an original and all
counterparts, collectively, constitute one agreement.
O. Addenda which are part ofthis contract are: (Check all that apply.)
(1) Property Description Exhibit identified /nParagraph 2�
(2) Commercial Contract Financing Addendum (TXR-1931);
'3) Connnnero|a| Property Condition Statement (TXR-14O8);
'4) omrnornia| Contract Addendum for Special Provisions (TXF<-1940);
(5) Notice to Purchaser of F<ee| Property in aVVater District(MUD);
(8) Addendum for Coastal Area Property(TXR-1815);
(7) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1918);
(8) Information About Brokerage Services (TXR'2GO1);
(8) Information About Mineral Clauses |nContract Forms (TXR'25OS); and
U� (10)Utilitv District Notice for Upper B
--------
(Note: Counsel for Texas REALrDR8(3R, has determined that any of the foregoing addenda which are promulgated bythe
Texas Real Estate Commission(TREG)orpublishedby Texas REALTORS(Dare appropriate forase with this form.)
E. Buyer EXIrnoy 11 may not assign this contract. If Buyer assigns this contract, Buyer will be relieved
of any future liability under this contract only if the assignee ossurnma, in vvriting, all obligations and
liability ofBuyer under this contract.
23. TIME: Time is of the essence in this oontract. The parties require strict compliance with the t|rnea for
performance. If the last day to paMbrrn under o provision of this contract falls on a Saturday. Sunday, or
legal holiday, the time for performance /s extended until the end of the next day which is note 8oturday.
Sunday, orlegal holiday.
24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is
the date the title company receipts this contract after all parties execute this contract.
25. ADDITIONAL NOTICES:
A. Buyer should have an abstract covering the Property examined by an attorney ofBuyer's ao|ao1ion. or
Buyer should bafurnished with orobtain atitle policy.
B. If the Property is o|tuoted in g utility or other statutorily created district providing vveter, sevver, drainage,
or flood control facilities and services, Chapter 49, Texas Water Code. naquinaa Seller to deliver and
Buyer to sign the statutory notice relating to the tax nate. bonded |ndebtedneam, or standby fees of the
district before final execution of this contract.
C. Notice Required by813.257. Water Code: ''The real property, described below, that you are about bz
purchase may be located in a certificated water or sewer service area, which is authorized by |avv to
provide water or sewer service to the prope�ies in the certificated area. If your property is located in o
certificated area there may be special oos�m or charges that you will be required to pay before you can
receive water or sewer aen/|oe. There may be o period required to construct lines or other facilities
necessary to provide water or sewer service to your property. You are advised to determine if the
property is in a certificated area and contact the utility service provider to determine the cost that you
(rxF-1802)4-1-18 Initialed for Identification bvael|er____.____and Buyer........................ Page 11or14
Produced with z.p°"�,-s)u,=.,L"e= `80mFifteen Mile Road,Fraser,Michigan wmoa uwu.ziugrmuoo z.v^'Wait c
Commercial Contract'Unimproved Property concerning
will be required to pay and the padod, if any, that is required to provide water orsewer service to your
property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before
the execution of binding contract for the purchase of the nyo| property described in the notice or at
closing of purchase of the real property." The real property is described in Paragraph 2 of this contract.
D. If the Property adjoins or shares e oornrnon boundary with the hde||y influenced submerged lands of
the atoLo' §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area
property to be included as port of this contract (the Addendum for Coastal Area Pnopelly (77(f7'1915)
may beuoeo).
E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025` Texas Natural
F<eaounoea Code, requires a notice regarding the seaward location of the Property to be included as
part of this contract (the Addendum for Property Located Seaward of the Gulf Intracoastal N/ahanmay
/7J/R-1QYG1maybe uoedl.
F. If the Property is located outside the limits of a municipality, the Property may now or later be included
in the extra-territorial jurisdiction (ETJ) of municipality and may now or later be subject to annexation
by the municipality. Each municipality maintains a rnep that depicts its boundaries and ETJ. To
determine if the Property is located within a municipality's ETJ. Buyer should contact all municipalities
located in the general proximity ofthe Property for further information.
G. Brokers are not qualified to perform property inapeotiona, sun/eya, engineering mtud|ea, environmental
asoeaannenta, or inspections to determine compliance with zoning, governmental regulations, or laws,
Buyer should seek experts to perform such services. Buyer should review |000| building codes,
ordinances and other applicable |owm to determine their effect on the Property. Selection of experts,
innpectona, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified
to determine the credit worthiness of the parties.
H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water'
including m reservoir or |ake, constructed and maintained under Chapter 11, Water Code, that has a
storage capacity ofat least 5.000 acre-feet at the impoundment's normal operating |eve|. Seller hereby
notifies Buyer: "The water level of the impoundment ofwater adjoining the Property fluctuates for
various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored
inthe impoundment; or(2)drought orflood oond|1iono.^
|. LICENSE HOLDER DISCLOSURE: Texas }em/ requires a real estate license ho|der who is a
party to a transaction or acting on behalf of o apouoe, parent, ohi|d, business entity in which
the license ho/der owns more than 1096. or a (rust for which the license holder acts as a
trustee or of which the license holder or the license holder's apouoe, parent or child is a
benefioiary, to notify the other party in writing before entering into a contract of sale. Disclose if
applicable:
26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes on offer to buy or an||
the Property. Unless the other party accepts the offer by 5:00 p.nn., in the time zone inwhich the Property
islocated, on November 2019 ' the o�ervv/|| lapse and become null and void.
�47'`w
(Txr-1no2)4'1'1a Initialed for Identification by Seller ...........__.____and Buyer, Page /2m14
�*""�=m�pr�m�mby=nLogi" '"umFifteen Mile e=�.Fraser,w=^iga"+ouzv 2,967Ac""L
Commercial Contract-Unimproved Property concerning E Old Settlers Blvd, oL1q_d
. , ...
READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or
recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or
transaction. CONSULT your attorney BEFORE signing.
Seller: 5,959M..l.n. Buyer:city of Round Rock,Texas
. estors LLC
By:
LBy:
By(signature): ......................................................... By(signature):..............................
Printed Name: IKA Printed Name:
I
Title: Ah-2
I................................I........... Title:
By: ................................................................................ By:
By(signature): By(signature):
Printed Name:.......................... Printed Name:
Title'. Title:
(TXR-1802)4-1-18 Page 13 of 14
Produced with zipcorrrKf�by zipwqix 18070 Fiftt=en Mile Road,Fraser.Michigan 48026 2.967 AC on E
EXHIBIT "A"
SPECIAL WARRANTY DEED
East Old Settlers Boulevard
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER LICENSE NUMBER.
NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:
That 5.959 RR INVESTORS, LLC, a Texas limited liability company, hereinafter referred to
as Grantor, whether one or more, for and in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration to Grantor in hand paid by City of Round Rock,
Texas, the receipt and sufficiency of which is hereby acknowledged, and for which no lien is
retained, either expressed or implied, have this day Sold and by these presents do Grant,
Bargain, Sell and Convey unto CITY OF ROUND ROCK, TEXAS, all that certain tract or
parcel of land lying and being situated in the County of Williamson, State of Texas, along with
any improvements thereon, being more particularly described as follows:
All of that certain 2.97 acre tract of land out of and situated in the Willis Donoho Jr.
Survey, Abstract No. 173 in Williamson County, Texas; being a part of a called 5.959
acre parcel of land as described in a Special Warranty Deed to 5.959 RR Investors, LLC,
recorded under instrument Number 2008080549 of the Official Public Records of said
County; more fully described in Exhibit"A", attached hereto and incorporated herein.
SAVE AND EXCEPT, HOWEVER, it is expressly understood and agreed that Grantor is
retaining title to the following improvements located on the property described in said Exhibit
"A" to wit: NONE
RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY:
Visible and apparent easements not appearing of record;
Any discrepancies, conflicts, or shortages in area or boundary lines or any
encroachments or any overlapping of improvements which a current survey would show;
Easements, restrictions, reservations, covenants, conditions, oil and gas leases, mineral
severances, and encumbrances for taxes and assessments (other than liens and conveyances)
presently of record in the Official Public Records of Williamson County, Texas, that affect the
property, but only to the extent that said items are still valid and in force and effect at this time.
00434419.DOC
TO HAVE AND TO HOLD the property herein described and herein conveyed together with
all and singular the rights and appurtenances thereto in any wise belonging unto City of Round
Rock, Texas and its assigns forever; and Grantor does hereby bind itself, its heirs, executors,
administrators, successors and assigns to Warrant and Forever Defend all and singular the said
premises herein conveyed unto City of Round Rock, Texas and its assigns against every person
whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under
Grantor, but not otherwise.
IN WITNESS WHEREOF, this instrument is executed on this the day of ,
2019.
GRANTOR:
5.959 RR INVESTORS, LLC,
a Texas limited liability company
By:
Name:
Its:
2.
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on this the day of ,
2019 by in the capacity and for the purposes and consideration
recited therein.
Notary Public, State of Texas
PREPARED IN THE OFFICE OF:
Sheets & Crossfield, P.C.
309 East Main
Round Rock, Texas 78664
GRANTEE'S MAILING ADDRESS:
City of Round Rock
Attn: City Clerk
221 Main Street
Round Rock, Texas 78664
AFTER RECORDING RETURN TO:
3.