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CM-2021-205 - 7/23/2021REAL ESTATE CONTRACT Lake Creek Trail THIS REAL ESTATE CONTRACT ("Contract") is made by and between LINEAGE MASTER RE 6, LLC, a Delaware limited liability company (referred to in this Contract as '`Seller", whether one or more), and it e CITY OF ROUND ROCK, TEXAS (referred to in this Contract as "Purchaser") as of July,251 021 (the "Effective Date"), 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, all of Seller's right, title, and interest in and to the tract of land more fully described in Exhibit "A". attached hereto and incorporated herein (`Parcel 3"); together with all and singular the rights and appurtenances pertainingto the property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights -of -way, if any (all of such real property, rights, and appurtenances being referred to in this Contract as the "Pro er "), 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 2.1. The Purchase Price for the Property described in Exhibit "A", compensation for any improvements on the Property, and for any damage or cost of cure for the reconfiguration of the remaining property of Seller shall be the sum of FIFTEEN THOUSAND and 00/100 Dollars ($15,000.00). Payment of Purchase Price 2.2. The Purchase Price shall be payable in cash at the Closing. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obli ations 3.1. 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 3.2. 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. Us-Dacs007883112.16 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 4.1. Seller hereby represents and warrants to Purchaser as follows, which representation and warranty shall be deemed made by Seller to Purchaser also as of the Closing Date, to the best of Seller's knowledge there are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers under agreements made by or under Seller other than previously disclosed to Purchaser. 4.2, The Property herein is being conveyed to Purchaser under threat of condemnation. Purchaser is purchasing the Property in its "AS -IS, WHERE -IS" condition, WITH ALL FAULTS, if any. ARTICLE V CLOSING Closing Date 5.1. The Closing shall be held at the office of First American Title Insurance Company ("Escrow Agent" or "Title Company" as the context may require) on or before July 30, 2021, or at such time, date, and place as Seller and Purchaser may agree upon (which date is herein referred to as the "Closiniz Date'). Seller's Obligations at Closing 5.2. At the Closing Seller shall: (a) Deliver into escrow with Escrow Agent A duly executed and acknowledged special warranty deed in a form substantially similar to that shown in Exhibit "B" attached hereto (the "Deed"), conveying good and indefeasible title to the Property described in Exhibit "A", subject to all matters of record. (b) Deliver to Purchaser possession of the Property. Purchaser's Obligations at Closing 5.3. At the Closing, Purchaser shall: (a) Deliver into escrow with Escrow Agent the Purchase Price to Seller in cash or other good and immediately available funds. 5.4. Purchaser may, at its sole cost and expense, obtain a Texas Owner's Title Policy (the "Title Policy"), issued by Title Company, in Purchaser's favor in the full amount of the Purchase Price, insuring Purchaser's fee simple interests in and to the Property. Seller agrees to provide any reasonable assistance, at no cost or liability to Seller, required for completion of any necessary lien release or other title curative measures required by Purchaser for completion of Closing and issuance of a Title Policy. Prorations 5.5. General real estate taxes for the then current year relating to the Property shall be prorated US-DOCS'-107883112 16 as of the Closing Date and any amounts owed by Seller with respect to periods prior to the Closing shall be paid to the tax assessor by Escrow Agent in connection with 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 immediately preceding year applied to the latest assessed valuation, with any necessary true -up to be made by the parties following Closing. Agricultural roll -back taxes, if any, shall be paid by Purchaser. Closing Costs 5.6. All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: (a) Owner's Title Policy and survey to be paid by Purchaser. (b) Costs relating to recording the Deed, obtaining tax certificates, and curing title matters (including, without limitation, the release of any mortgage lien secured by the Property), if any, shall be paid by Purchaser. (c) All other closing costs shall be paid by Purchaser. (d) Each party shall pay for its own attorneys' fees. 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: (I ) enforce specific performance of this Contract; or (2) request that the escrow deposit, if any, shall be forthwith returned by the title company to Purchaser. ARTICLE VII BREACH BY PURCHASER In the event Purchaser shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the purchase of the Property for any reason, except Seller's default, 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 $500.00 as liquidated damages for any failure by Purchaser. ARTICLE VIII MISCELLANEOUS Notice 8.1. 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 Us-DOC S-.10788 3112 16 Purchaser, as the case may be, at the address set forth opposite the signature of the party. Texas Law to Apply 8.2, 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 8.3. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. Legal Construction 8.4. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 8.5. 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 8.6. Time is of the essence in this Contract. Gender 8.7. 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. Compliance 8.8 In accordance with the requirements of Section 20 of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection. Counterparts; Electronic Execution and Delivery 8.9 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. The exchange of copies of this Contract and of signature pages by facsimile transmission or electronic mail transmission (e.g., in .PDF format) will constitute effective execution and delivery of this Contract as to the parties and may be used in lieu of the original agreement for all purposes. Without limiting the foregoing, the words "execution," "execute," "signed," "signature," US DOCS',107883112 16 and words of like import in or related to this Contract or any document to be signed in connection with this Contract and the transactions contemplated hereby (including any amendments, waivers and/or consents) shall be deemed to include electronic signatures (e.g., through DocuSign© or other similar electronic e- signature application), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act [signature pages follow] US-DOCS-,107883112 16 SELLER: LINEAGE MASTER RE 6, LLC, a Delaware limited liability company DocuS{gneA by: By: Name: ason urnett Title: Executive Vice President and General Counsel Date: .2021 Address: c/o Lineage Logistics 46500 Humboldt Drive Novi, Michigan 48377 (Signatures continue on following page) (Signature Page to Real Estate Contract - hound Rock Condemnation) PURCHASER: CITY OF ROUND ROCK, TEXAS By. Printed Name: Laurie Hadley Title: City Manager Date: ` ,;7�� °? --2') Address: 221 East Main St. Round Rock, Texas 78664 (End of signatca-es) (Signature Page to Real Estate Contract - Round Rock Condemnation) U S- DOCS't 107883 112 16 EXHIBIT "A" Parcel 3 DESCRIPTION OF A 1.515 ACRE (65,974 SQUARE FOOT) TRACT OF LAND SITUATED IN THE JACOB M. HARRELL SURVEY, ABSTRACT NO.284, IN THE CITY OF ROUND ROCK, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF LOT 1 (14.421 ACRES), LAKE CREEK CENTER SECTION TWO (REVISED), A SUBDIVISION OF RECORD IN CABINET M, SLIDES 169-170 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS, AND DESCRIBED IN SPECIAL WARRANTY DEED RECORDED IN DOCUMENT NO. 20151 11318, AND CITED IN A CERTIFICATE OF AMENDMENT TO GPT ROUND ROCK OWNER LLC RECORDED IN DOCUMENT NO. 2018092565, BOTH OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS. SAID 1.515 ACRE (65,974 SQUARE FOOT) TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at an iron rod wl plastic cap stamped "4933" set in the westerly boundary line of said Lot 1, same being the easterly boundary line of Round Rock West Section Three (Revised), a subdivision of record in Cabinet C, Slide 173-174 of the Plat Records of Williamson County, Texas, for the southwesterly corner and POINT OF BEGINNING of the herein described tract, and from which a 1f2" iron rod found, being the northwesterly corner of Lot I, Park West Corporate Center Section Two, a subdivision of record in Cabinet T, Slide 386-387 of the Plat Records of Williamson County, Texas, same being in the westerly boundary line of said Lot 1, Lake Creek Center Section Two (Revised) bears S 24°05'51 " E, at a distance of 100.37 feet; THENCE, with the common boundary line of said Lot 1 (Round Rock West), and said Lot 1 (Lake Creek Center), N 241114'35" W, for a distance of 119.14 feet to a 1/2" iron rod found, same being the southerly boundary line of a 1.52 acre (3rd Tract) of land described in Warranty Deed to City of Round Rock recorded in Volume 699, Page 486, of the Deed Records of Williamson County, Texas, also being the northeasterly corner of said Lot I (Round Rock West), and the northwesterly corner of said Lot I (Lake Creek Center), for the northwesterly corner of the herein described tract; THENCE, departing said Lot I (Round Rock West), with the northerly boundary line of said Lot 1 (Lake Creek Center), same being the southerly boundary line of said 1.52 acre tract, the following four (4) adjusted record courses per plat (Lake Creek Center): 1) N 80040'48" E, for a distance of 124.18 feet to a 1/2" iron rod found; 2) N 73°50'50" E, for a distance of 224.89 feet to a 1/2" iron rod found; 3) N 66014'56" E, for a distance of 340.30 feet to a mag nail with washer found; 4) N 7401 1' l5" E, for a distance of 36.83 feet to a 1/2" iron rod set, being the northeasterly corner of said Lot I (Lake Creek Center), same being in the US-DOCS' 107883112 16 existing westerly right-of-way (ROW) line of the Union Pacific Railroad Company as described in Deed to Missouri Pacific Railroad Company (6.107 acres) recorded in Volume 427, Page 446 of the Deed Records of Williamson County, Texas, for the northeasterly corner of the herein described tract; THENCE, with the common boundary line of said Lot 1 (Lake Creek Center) and said existing westerly ROW line, S 24" l 1' 14" E, for a distance of 95.85 feet to an iron rod wl plastic cap stamped "Inland-4933" found for the southeasterly corner of the herein described tract; THENCE, departing said existing westerly ROW line, through the interior of said Lot (Lake Creek Center), S 69°37'39" W, for a distance of 720.92 feet to the POINT OF BEGINNING, containing 1.515 acres (65,974 square feet) of land, more or less. US-DOCS'-.147883112 16 EXHIBIT "B" [form] Deed 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 FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE STATE OF TEXAS § COUNTY OF WILLIAMSON § That LINEAGE MASTER RE 6, LLC, a Delaware limited liability company, and its successors and assigns, ("Grantor" whether one or more), whose mailing address is c/o Lineage Logistics, 46500 Humboldt Drive, Novi, Michigan 48377, Attention: Tax Department, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid by the CITY OF ROUND ROCK, TEXAS, a home -rule municipality situated in the County of Williamson and State of Texas ("Grantee"), whose mailing address is c/o City of Round Rock, 221 Main Street, Round Rock, Texas 78664, Attention: City Clerk, the receipt and sufficiency of which is hereby acknowledged, does hereby GRANT, SELL and CONVEY unto Grantee, subject to all matters of record, all of Grantor's rights, title, and interests, for the benefit of the general public, in and to the real property more particularly described on Exhibit A, attached hereto and incorporated herein by reference (the "Land"), together with all and singular the rights and appurtenances pertaining to the Land, including any right, title and interest of Grantor in and to adjacent streets, alleys or rights -of -way (all of such Land, rights, and appurtenances being referred to herein as the "Pro er "), and any improvements and fixtures situated on and attached to the Property, but subject to all matters that would be revealed by a current survey of the Property and to all easements, rights -of -way, restrictions, and encumbrances affecting the Property, whether existing or of record, and any other matters of record (the "Permitted Encumbrances"). Reservations from and Exceptions to Conveyance and Warranty: Grantor specifically reserves and excepts unto itself, its successors and assigns, a non-exclusive stormwater drainage easement (the "Easement") in and across portions of the Property solely for the purpose of discharge and conveyance of stormwater related to development of the remaining property of Grantor, across the surface only, and in the locations and the volume currently existing and authorized as of the date of this grant, or otherwise as modified in the future pursuant to approval from the City of Round Rock, Texas, or other applicable entity or agency regulating development of the remaining property of Grantor. Grantee accepts the Property in its "AS -IS, WHERE -IS" condition, WITH ALL FAULTS, if any. Grantee, by accepting delivery of this Deed has assumed and agreed to pay the taxes and assessments which accrue afterthe date of this Deed for the current year and subsequent years. Grantee's acceptance of del ivery of this Deed is evidenced by its recordation. To have and to hold the Property, subject to the Permitted Encumbrances, to Grantee, its successors and assigns, forever; and Grantor binds itself, its successors and assigns, to WARRANT AND FOREVER US-DOCS%107883112 16 DEFEND all and singular title to the Property to Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and in all events subject to the Permitted Encumbrances. GRANTOR CONVEYS THE PROPERTY TO GRANTEE IN ITS CURRENT AS -IS CONDITION. GRANTOR HAS NOT MADE AND DOES NOT HEREIN MAKE ANY EXPRESS OR IMPLIED WARRANTY, GUARANTY, OR REPRESENTATION REGARDING (1) "THE NATURE, QUALITY, OR CONDITION OF THE PROPERTY (INCLUDING 'IIIE WATER, SOIL, OR GEOLOGY), (2) THE SUITABILITY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, OR (3) THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAW. [signature page follows] US-DOCSU 07883 l 12 16 IN WITNESS WHEREOF, Grantor has caused this instrument to be executed this day of _, 2021. GRANTOR: LINEAGE MASTER RE 6, LLC, a Delaware limited liability company By: Name: Title: Jason E. Burnett Executive Vice President and General Counsel Date: , 2021 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ss COUNTY OF ORANGE On , 2021, before me, , a Notary Public, personally appeared Jason E. Burnett who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/heritheir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) Signature of Notary Public Print Name: US D0051107883112 16 EXHIBIT "A" Parcel 3 DESCRIPTION OF A 1.515 ACRE (65,974 SQUARE FOOT) TRACT OF LAND SITUATED IN THE JACOB M. HARRELL SURVEY, ABSTRACT NO. 284, IN THE CITY OF ROUND ROCK, WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF LOT 1 (14.421 ACRES), LAKE CREEK CENTER SECTION TWO (REVISED), A SUBDIVISION OF RECORD IN CABINET M, SLIDES 169-170 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS, AND DESCRIBED IN SPECIAL WARRANTY DEED RECORDED IN DOCUMENT NO. 2015111318, AND CITED IN A CERTIFICATE OF AMENDMENT TO GPT ROUND ROCK OWNER LLC RECORDED IN DOCUMENT NO. 2018092565, BOTH OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS. SAID 1.515 ACRE (65,974 SQUARE FOOT) TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at an iron rod wl plastic cap stamped "4933" set in the westerly boundary line of said Lot I, same being the easterly boundary line of Round Rock West Section Three (Revised), a subdivision of record in Cabinet C, Slide 173-174 of the Plat Records of Williamson County, Texas, for the southwesterly corner and POINT OF BEGINNING of the herein described tract, and from which a 1/2" iron rod found, being the northwesterly corner of Lot 1, Park West Corporate Center Section Two, a subdivision of record in Cabinet T, Slide 386-387 of the Plat Records of Williamson County, Texas, same being in the westerly boundary line of said Lot I, Lake Creek Center Section Two (Revised) bears S 24°05'51" E, at a distance of 100.37 feet; THENCE, with the common boundary line of said Lot I (Round Rock West), and said Lot I (Lake Creek Center), N 24*14'35" W, for a distance of 119.14 feet to a 1/2" iron rod found, same being the southerly boundary line of a 1.52 acre (3rd Tract) of land described in Warranty Deed to City of Round Rock recorded in Volume 699, Page 486, of the Deed Records of Williamson County, Texas, also being the northeasterly corner of said Lot 1 (Round Rock West), and the northwesterly corner of said Lot I (Lake Creek Center), for the northwesterly corner of the herein described tract; THENCE, departing said Lot I (Round Rock West), with the northerly boundary line of said Lot 1 (Lake Creek Center), same being the southerly boundary line of said 1.52 acre tract, the following four (4) adjusted record courses per plat (Lake Creek Center): 1) N 80°40'48" E, for a distance of 124.18 feet to a 1/2" iron rod found; 2) N 73050'50" E, for a distance of 224.89 feet to a 1/2" iron rod found; 3) N 66414'56" E, for a distance of 340.30 feet to a mag nail with washer found; 4) N 74°1 1'15" E, for a distance of 36.83 feet to a 1/2" iron rod set, being the northeasterly corner of said Lot I (Lake Creek Center), same being in the existing westerly right-of-way (ROW) line of the Union Pacific Railroad Company as described in Deed to Missouri Pacific Railroad Company (6.107 acres) recorded in US-DOCS'. 1078831 12 16 Volume 427, Page 446 of the Deed Records of Williamson County, Texas, for the northeasterly corner of the herein described tract; THENCE, with the common boundary line of said Lot 1 (Lake Creek Center) and said existing westerly ROW line, S 24" l V l4" E, for a distance of 95.85 feet to an iron rod w/ plastic cap stamped "Inland-4933" found for the southeasterly corner of the herein described tract; THENCE, departing said existing westerly ROW line, through the interior of said Lot I (Lake Creek Center), S 69°37'39" W, for a distance of 720.92 feet to the POINT OF BEGINNING, containing 1.515 acres (65,974 square feet) of land, more or less. US-DOCS',107883112 16 ^`- LA In Proposed 1,153 _ ac. fee purchase } area f asement _ _ _ _ — — k iry _ D 5 6 �Yi k litv � I I l R ijj i � I o: k 1I I ,fnc[ �4t4ioMa ,ff'9LL ML�S.�� _ _ qw- lit i C7n ' r�i�8 8 4 o 90 y g Tg A� x A ��3 $19,n CL 4 ROUND ROCK TEXAS City of Round Rock Agenda Item Summary Agenda Number: Title: Consider executing a Real Estate Contract with Lineage Master RE 6, LLC for the purchase of a 1.513 acre parcel required for construction of the proposed Lake Creek Trail improvements (Parcel 3). Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 7/23/2021 Dept Director: Rick Atkins, PARD Director Cost: $15,000.00 Indexes: 2014 General Obligation Bonds Attachments: RE Contract- 00477373.PDF, Exhibits-004S610S.PDF Department: Parks & Recreation Text of Legislative File CM-2021-205 The City originally proposed to purchase a trail easement across a 0.839 acre portion of the +-14.420 acre parent tract. After additional negotiation the property owners proposed for the City to acquire fee simple title to a 1.513 acre tract which extended to the northern boundary line of the property. The proposed purchase contract price of $15,000 was negotiated with the owner and approved and recommended for approval by the Parks Director. Cost: $15,000.00 Source of Funds: 2014 General Obligation Bonds City of Round Rock Page I of I