R-2021-021 - 1/28/2021 RESOLUTION NO. R-2021-021
WHEREAS, the City of Round Rock ("City") desires to purchase 0.161 acres required for
construction of the Gattis School Road Phase 3 Project(Parcel 10); and
WHEREAS, DJK Round Rock Management, L.L.C. and PCK Round Rock Management,
L.L.C.,the owners of the Property, have agreed to sell said Properly 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 DJK Round Rock Management, L.L.C. and PCK Round Rock Management, L.L.C. 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 28th day of January, 2021.
CRAIG OR N, Mayor
City of Round Rock, Texas
ATTEST:
MEW TAN INKS, eputy City Clerk
0112.20212;00463292
EXHIBIT
"A"
REAL ESTATE CONTRACT
Gattis School Road Ph. 3 Right of Way
THIS REAL ESTATE CONTRACT ("Contract") is made by and between DJK ROUND
ROCK MANAGEMENT, L.L.C., aTexas limited liability company and PCK ROUND ROCK
MANAGEMENT, L.L.C., a Texas limited liability company, (referred to in this Contract as
"Seller", whether one or more) and the CITY OF ROUND ROCK, TEXAS (referred to in this
Contract as"Purchaser"), upon the terms and conditions set forth in this Contract.
ARTICLE I
PURCHASE AND SALE
By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to
pay for,the tract(s) of land described as follows:
All of that certain 0.161 acre (6,992square foot) tract of land out of and situated in
the Asa Thomas Survey, Abstract No. 609 in Williamson County, Texas; more
fully described in. Exhibit "A", attached hereto and incorporated herein (Parcel
together with all and singular the rights and appurtenances pertaining.to the property, including
any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such
real property, rights, and appurtenances being referred to in this Contract as the "Property"), and
any improvements and fixtures situated on and.attached to the Property described in Exhibit "A"
not otherwise retained by Seller, for the consideration and upon and subject to the terms,
provisions,and conditions set forth below.
ARTICLE II
PURCHASE PRICE
Purchase Price
2.01. The Purchase Price for the Property, compensation for any improvements on the
Property, and for an damage or cost of cure for the reconfiguration of the remaining property of
Seller shall be the sum of ONE HUNDRED SIXTY-SEVEN THOUSAND and 00/100 Dollars
($167,000.00).
L114y iqgq._L _t_pf Purchase Price
2.02. The Purchase Price shall be payable in cash at the Closing.
WK(10)—contract for Gattis School 3 r.o.w.(DC 10,30,20)(00458919xA0SFS)(1).doc
Special Provisions
2.03. As an obligation which shall survive the Closing of this transaction, Seller agrees
that in connection with or as soon as possible upon completion of any curative construction work
to relocate or replace the existing on-premise advertising monument sign to its remaining property
that it shall also cause the existing sign which encroaches upon the Property purchased herein to
be disconnected from electrical service, and shall cause the existing sign to be demolished and
removed.from the Property acquired herein.
If the existing sign is not removed prior to beginning of the proposed road Gattis School
Road widening project construction upon the Property, then by execution of this contract Seller
consents and agrees that Purchaser, its agents, contractors and assigns shall be allowed to
temporarily enter the remaining property of Seller for the sole purpose of removing the bisected
sign which encroaches upon the Property.
Purchaser agrees that it shall not charge any permit application or processing fees to Seller
in connection with submission and approval of a permit for installation of a new on-premise sing
on its remaining property not purchased herein.
ARTICLE III
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obligations
3.01. The obligations of Purchaser hereunder to consummate the transactions
contemplated_hereby are subject to the satisfaction of each of the following conditions (any of
which may be waived in whole or in part by Purchaser at or prior to the Closing).
Miscellaneous Conditions
3.02. Seller shall have performed, observed, and complied with all of the covenants,
agreements, and conditions required by this Contract to be performed, observed, and complied
with by Seller prior to or as of the Closing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF SELLER
4.01. Seller hereby represents and warrants to Purchaser as follows, which representations
and warranties shall be deemed made by Seller to Purchaser also as of the Closing Date, to the
best of Seller's knowledge:
(a) There are no parties in possession of any portion of the Property as lessees,tenants
at sufferance, or trespassers,other than previously disclosed to Purchaser;
(b) Seller has complied with all applicable laws, ordinances,regulations, statutes, rules
and restrictions relating to the Property,or any part thereof,
4.02.The Property herein.is being -.r threat of condemnation.
herein............... coned to.Purchaser under
V
CLOSING
QpsjRg Date
5.01. The Closing shall be held at the office of Independence Title Company on or before
January 15, 202 1., or at such time, date, and place as Seller and Purchaser may agree,or within 10
days after the completion.of any title curative matters if necessary for items as shown on the Title
Commitment or in the contract(which date is herein referred to as the"Closing Date").
Seller's Obligations Oblig Closing
, p!�qAt
5.02.At the Closing Seller shall:
(1) Deliver to the City of Round Rock, Texas a duly executed and acknowledged Deed
conveying good and indefeasible title in fee simple to all of the Property described in Exhibit"A",
free and clear of any and all monetary liens and restrictions, except for the following:
(a) General real estate taxes for the year of closing and subsequent years not
yet due and payable;
(b) Any exceptions approved by Purchaser pursuant to Article Ill hereof; and
(c) Any exceptions approved by Purchaser in writing.
(2)The Deed shall be in the form as shown in Exhibit"B"attached hereto.
(3) Provide reasonable assistance as requested and at no cost to Seller to cause Title
Company to provide Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued
by Title Company, in Purchaser's favor in the full amount of the Purchase Price, insuring
Grantee's fee simple and/or easement interests in and to the Property subject only to those title
exceptions listed herein, such other exceptions as may be approved in. writing by Purchaser, and
the standard printed exceptions contained in the usual form of Texas Owner's Title Policy,
provided,however:
IV
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V,
(a) The boundary and survey exceptions shall be deleted;
(b) The exception as to restrictive covenants shall be endorsed "None of
Record", if applicable; and
(c) The exception as to the lien for taxes shall be limited to the year of closing
and shall be endorsed"Not Yet Due and.Payable".
(4) Deliver to Purchaser possession of the Property.
Purchaser's Obligations at Closimy,
5.03.At the Closing,Purchaser shall:
(a) Pay the cash portion of the Purchase Price.
Prorations
5.04. General real estate taxes for the then current year relating to the Property shall be
prorated as of the Closing Date and shall be adjusted in cash at the Closing. If the Closing shall
occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be
upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation,
but shall otherwise be the continuing obligation of Seller to fully satisfy. Agricultural roll-back
taxes, if any, which directly result from the completion of this transaction and conveyance shall be
paid by Purchaser.
Closing Costs
5.05. All costs and expenses of closing in consummating the sale and purchase of the
Property shall be borne and paid as follows:
(1) Owner's Title Policy and survey to be paid by Purchaser.
(2) Deed,tax certificates, and title curative matters,if any, paid by Purchaser.
(3) All other closing costs shall be paid by Purchaser.
(4) Attorney's fees paid by each party respectively.
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ARTICLE VI
BREACH BY SELLER
In the event Seller shall fail to fully and timely perform any of its obligations hereunder or
shall fail to consummate the sale of the Property for any reason, except Purchaser's default,
Purchaser may: (1) enforce specific performance or this Contract; or (2) request that the Escrow
Deposit, if any,shall be lorthwith returned by the title company to Purchaser..
ARTICLEVII
BREACH BY PURCHASER
In the event Purchaser should fail to consummate the purchase of the Property, the
conditions to Purchaser's obligations set forth in Article III having been satisfied and Purchaser
being in default and Seller not being in default hereunder, Seller shall have the right to receive the
Escrow Deposit, if any, 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 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. If no Escrow
Deposit has been made then.Seller shall receive the amount of$500 as liquidated damages for any
failure by Purchaser.
ARTICLE VIII
MISCELLANEOUS
Notice
8.01: Any notice required or permitted to be delivered.hereunder shall be deemed received
when sent by United States mail, postage prepaid, certified mail, return receipt requested,
addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature
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of the party.
Texas Law_.to..A1�0y
Texas.......
8.02. This Contract shall be construed under and in accordance with the laws of the State
of Texas, and all obligations of the parties created hereunder are performable in Williamson
County,Texas.
Parties Bound
..........—
8.03. This Contract shall be binding upon and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, successors and assigns where
permitted by this Contract.
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Legal Construction
8.04. In case any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or
tinenforceability 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.
PriorPrior Aureements Superseded
.........................
8.05. This Contract constitutes the sole and only agreement of the parties and supersedes
any prior understandings or written or oral agreements between the parties respecting the within
subject matter.
Time of Essence
.............
9.06. Time is of the essence in this Contract.
Gender.
8.07. Words of any gender used in this Contract shall beheld and construed to include any
other gender, and words in the singular number shall be held to include the plural, and vice versa,
unless the context requires otherwise.
Memorandum of Contract
8.08. Upon request of either party, the pat-ties shall promptly execute a memorandum of
this Contract suitable for filin(, of record.
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Compliance
8.09 In accordance with the requirements of Section 20 of the Texas Real Estate License
Act, Purchaser is hereby advised that it should be ftirnished with or obtain a policy of title
insurance or Purchaser should have the abstract covering the Property examined by an attorney of
Purchaser's own selection.
Effiective Date
..................I--
8.10 This Contract shall. be ell-Jective as of the date it is approved by the Round Rock city
council or city manager, which date is indicated beneath the Mayor's or City Manager's signature
below.
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'V/
Counterp
arts
8.11 This Contract may be executed in any number of counterparts, which may together
constitute the Contract. Signatures transmitted by facsimile or electronic mail may be considered
effective as originals for purposes of this Contract.
SELLER:
DJK ROUND ROCK MANAGEMENT, L.L.C.,
a Texas limited liability company
By Address:--
Name.-, V/"o
Its:
.Date:
PCK ROUND ROCK MANNAGEMENT, L.L.C.,
aTexas limited liability company
By( Address: /' V
----------
Its:.
Date:
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PURCHASER:
CITY OF ROUND ROCK,TEXAS
By: Address: 221 E. Main Street
Craig Morgan,Mayor Round Rock,Texas 78664
Date:
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