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R-2023-171 - 6/8/2023 RESOLUTION NO. R-2023-171 WHEREAS, the City of Round Rock ("City") desires to purchase a 1.2319-acre parcel required for construction of the proposed Joe DiMaggio Extension Roadway Project; and WHEREAS, Palm Valley Lutheran Church, the owner of the Property, has agreed to sell said Property to the City, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Real Estate Contract with Palm Valley Lutheran Church, 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 8th day of June, 2023. CRAI MOR N,Mayor City f Roun ock,Texas ATTEST: fi /k /I I fill, MEAGAN S KS, ty Clerk 0112.20232;4857-9063-0502 EXHIBIT „A„ REAL ESTATE CONTRACT Joe Dimaggio Blvd. Right of Way THIS REAL ESTATE CONTRACT ("Contract") is made by and between PALM VALLEY LUTHERAN CHURCH aka PALM VALLEY LUTHERAN CHURCH OF ROUND ROCK, TEXAS, (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 1.2319 acre tract of land, being all of Lot 2, Block "A", Final Plat of Palm Valley Lutheran Church Subdivision, a subdivision in the City of Round Rock and Williamson County, Texas, according to the map or plat of record in Document Number 2019091671 of the Official Public Records of Williamson County Texas; 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 any damage or cost of cure for the reconfiguration of the remaining property of Seller shall be the sum of EIGHT HUNDRED THIRTY-ONE THOUSAND SEVEN HUNDRED SIXTY-ONE and 00/100 Dollars ($831,761.00). Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash or other good funds at the Closing. Special Provisions and Additional Consideration 2.03. Driveways. As Additional Consideration for the conveyance of the Property, and as an obligation which shall survive the Closing of this Contract, Purchaser agrees that Seller shall be permitted to construct up to two (2) driveway connections ("Driveways") between the proposed Joe Dimaggio Blvd. extension roadway improvements on the Property, and the remaining property of Seller. The final locations for the permitted Driveways shall be determined upon consultation with and permit application to the City of Round Rock ("City"), and shall otherwise comply with spacing and design and construction standards (DACS) of the City at the time of application. ARTICLE III PURCHASER'S OBLIGATIONS Conditions to Purchaser's Obli ate 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, 2 4.02. The Property herein is beingconveyed onveyed to Purchaser in lieu of and under threat of condemnation. ARTICLE V CLOSING Closing Date 5.01. The Closing shall be held at the office of Texas National Title Company on or before June 15, 2023, 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 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 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 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 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: (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 3 (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. Prorations 5.04. General real estate taxes for the then current year relating to the Property, if any, 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 respectively as incurred. ARTICLE VI BREACH BY SELLER 6.01. 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. 4 ARTICLE VII BREACH BY PURCHASER 7.01. 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 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. 5 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. 6 Contingent Possession and Use Agreement 8.12. Upon completion of (1) the full execution of this Contract by all parties, and (2) acknowledgment by the Title Company of delivery by Purchaser of the full Purchase Price to the Title Company, Purchaser, its agents and contractors shall be permitted at any time after June 15, 2023 to enter and possess the Property prior to Closing for the purpose of completing any and all necessary testing, utility relocation and construction activities associated with the proposed roadway improvement construction project of Purchaser on the Property or other obligations of this Contract, and Seller agrees to make any gate access available to Purchaser, its contractors or utility facility owners as necessary to carry out the purposes of this paragraph. The parties further agree to continue to use diligence in assisting with any title curative measures or mortgage lien release required by the Contract to complete the Closing of the purchase transaction. SELLER: PALM VALLEY LUTHERAN CHURCH aka PALM VALLEY LUTHERAN CHURCH OF ROUND ROCK, TEXAS -M 28 Meadow Run By:Thorhas Dove(May 23,202311:13 CDT) Address: Name: Thomas Dove Round Rock,TX. 78664 Its: President Date: May 23, 2023 7 PURCHASER: CITY OF ROUND ROCK, TEXAS By: Address: 221 E. Main Street Craig Morgan, Mayor Round Rock, Texas 78664 Date: 8 EXHIBIT "A" DEED Joe DiMaggio 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 PALM VALLEY LUTHERAN CHURCH aka PALM VALLEY LUTHERAN CHURCH OF ROUND ROCK, TEXAS, 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 certain 1.2319 acre tract of land, being all of Lot 2, Block"A", Final Plat of Palm Valley Lutheran Church Subdivision, a subdivision in the City of Round Rock and Williamson County, Texas, according to the map or plat of record in Document Number 2019091671 of the Official Public Records of Williamson County Texas. 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. 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 Joe DiMaggio Extension and related facilities and appurtenances. 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. This deed is being delivered in lieu of condemnation. IN WITNESS WHEREOF, this instrument is executed on this the day of , 2023. [signature page follows] 2. GRANTOR: PALM VALLEY LUTHERAN CHURCH aka PALM VALLEY LUTHERAN CHURCH OF ROUND ROCK, TEXAS By: Name: Its: ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this the day of , 2023 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: 3.