CM-2021-225 - 8/27/2021REAL ESTATE CONTRACT
Kenney Fort Boulevard Right of Way
THIS REAL ESTATE CONTRACT ("Contract") is made by and between ROUND
ROCK 19, LP, (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 0.261 acre (11,417 SF) tract of land, being all of Lot 3, Round Rock 19
Subdivision, a subdivision in the City of Round Rock, Texas according to the map
or plat recorded as Document No. 2021082743 of the Official Records of
Williamson County, Texas Parcel 16);
together with all and singular the rights and appurtenances pertaining to the property, including
any right, title and interest of Seiler 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 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 any damage or cost of cure for the reconfiguration of the remaining property of
Seller shall be the sum of THIRTY THOUSAND THREE HL:NDRED FIFTY-THREE and
00:100 Dollars ($30,353.00).
Payment of Purchase Price
2.02. The Purchase Price shall be payable in cash at the Closing.
00477761 DOC rr
ARTICLE III
PURCHASER'S OBLIGATIONS
Conditions to Purchaser's Obli atg ions
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
OFSELLER
4.01. Seiler 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 actual 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 conveyed to Purchaser under threat of condemnation.
ARTICLE V
CLOSING
Closing Date
5.01. The Closing shall be held at the office of Independence Title Company on or before
August 31, 2021, or at such time, date, and place as Seller and Purchaser may agree upon, 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").
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Seller's Obligations at Closing
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, free and clear of any and
all 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 III hereof; and
(c) Any exceptions approved by Purchaser in writing.
(2) The Deed shall be in the form as shown in Exhibit "A" attached hereto.
(3) Provide reasonable assistance, at no cost to Seller, to cause the Title Company to
deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, 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:
(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 Closing
5.03. At the Closing, Purchaser shall:
(a) Pay the cash portion of the Purchase Price.
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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, but shall otherwise be
the continuing obligation of Grantor to fully satisfy. 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. Agricultural roll -back taxes, if
any, which directly result from the completion of this transaction 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 respectively.
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 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 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.
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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
of the party.
Texas Law to Apply
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.
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
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
8.05. 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
8.06. Time is of the essence in this Contract.
Gender
8.07. 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.
Memorandum of Contract
8.08. Upon request of either party, the parties shall promptly execute a memorandum of
this Contract suitable for filing of record.
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 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.
Effective Date
8.10 This Contract shall be effective 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.
Counterparts
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.
[signature page follows]
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SELLER:
ROUND ROCK 19, LP
ROUND ROCK 19, LP
By: (a Texas limited partnership)
By: ROUND ROCK 19 GP, LLC
(a Texas limited liability company)
Its: Its Gene I Partner
Date: BY:/ V.
ager
PURCHASER:
CITY OF ROUND ROCK, TEXAS
By:
Printed Name:
Its: A.
Date: I"-,/
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Address: 4131 Spicewood Springs Road, E4
Austin, Texas 78759
Address: 221 East Main St.
Round Rock, Texas 78664
Parcel 16
EXHIBIT "A"
DEED
Kenney Fort Boulevard Right of Way
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'S LICENSE NUMBER.
NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:
That ROUND ROCK 19, LP, 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 (the "Property"):
All of that 0.261 acre (11,417 SF) tract of land, being all of Lot 3, Round Rock 19
Subdivision, a subdivision in the City of Round Rock, Texas according to the map or
plat recorded as Document No. 2021082743 of the Official Records of Williamson
County, Texas. (Parcel 16
SAVE AND EXCEPT, HOWEVER, it is expressly understood and agreed that Grantor is
retaining title to the following improvements located on the Property 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.
00463332 DOC
Grantor reserves all of the oil, gas and other minerals in and under the land herein conveyed but
waives all rights of ingress and egress to the surface thereof for the purpose of exploring, developing,
mining or drilling or pumping the same; provided, however, that operations for exploration or recovery
of any such minerals shall be permissible so long as all surface operations in connection therewith are
located at a point outside the acquired parcel and upon the condition that none of such operations shall
be conducted so near the surface of said land as to interfere with the intended use thereof or in any way
interfere with, jeopardize, or endanger the facilities of the City of Round Rock, Texas or create a hazard
to the public users thereof; it being intended, however, that nothing in this reservation shall affect the
title and the rights of Grantee to take and use without additional compensation any, stone, earth, gravel,
caliche, iron ore, gravel or any other road building material upon, in and under said land for the
construction and maintenance of Kenney Fort Boulevard.
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.
This deed is being delivered in lieu of condemnation.
IN WITNESS WHEREOF, this instrument is executed on this the day of
2021.
GRANTOR:
ROUND ROCK 19, LP
Name:
2.
STATE OF TEXAS
COUNTY OF
ACKNOWLEDGMENT
.y
This instrument was acknowledged before me on this the day of ,
2021 by , in the capacity and for the purposes and consideration recited
therein.
Notary Public, State of Texas
PREPARED IN THE OFFICE OF:
Sheets & Crossfield, PLLC
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:
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ROUNI] ROCK City of Round Rock
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Real Estate Contract with Round Rock 19, LP for the
purchase of a 0.261 acre parcel required for construction of the proposed Kenney
Fort Blvd, roadway improvements (Parcel 16).
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 8/27/2021
Dept Director: Gary Hudder, Transportation Director
Cost: $30,353.00
Indexes: RR Transportation and Economic Development Corporation (Type B)
Attachments: RE Contract-00479517.PDF, Property Exhibits-00479518.PDF
Department: Transportation
Text of Legislative File CM-2021-225
The proposed purchase price of $30,353 is equal to the City's original appraised value for the acquisition.
Cost: $30,353.00
Source of Funds: RR Transportation and Economic Development Corporation (Type B)
City of Round Rock Page 1 of 1