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R-79-237 - 9/27/1979RESOLUTION NO. e WHEREAS, the present City Hall is inadequate to serve the needs of the citizens of Round Rock, and WHEREAS, the City Council recognizes the need to keep all of the City departments and offices as centralized as possible, and WHEREAS, the Farmers State Bank property is available for purchase, and WHEREAS, said Farmers State Bank property would provide much needed space as well as keep the City government in a centralized location, and WHEREAS, the City Council wishes to offer to purchase the Farmers State Bank property, NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, that The mayor is hereby authorized and directed to execute on behalf of the City a Real Estate Contract for the purchase of the Farmers State Bank property, a copy of said contract being attached hereto in an exhibit and incorporated herein for all purposes. Dated this' „ r r day of - 41:4 -,' 19 AP Ad J /I_ Arai( /1 7 E LAND Cit Secretary I ice. .._ R'� L •� Mayor THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § REAL ESTATE CONTRACT THIS CONTRACT OF SALE is made by and between Farmers State Bank, a Texas Banking Association, of 205 E. Main, Round Rock, Williamson County, Texas, hereinafter referred to as "Seller "•and the City of Round Rock, a Municipal Corporation, of Williamson County, Texas, hereinafter referred to as "Purchaser ", upon the terms and conditions set forth herein. ARTICLE I PURCHASE AND SALE Seller hereby sells and agrees to convey, and Purchaser, sub- ject to the' further terms hereof, hereby purchases and agrees to pay for, the tracts of land situated, in Williamson County, Texas, being more 'particularly described as follows: Tract 1: Lots 13, 14, 15, 16 and 17 of Block 10, Ori- ginal City of Round Rock, Williamson County, Texas. Tract 2: Lots 18 and 19 of Block 10, City of Round Rock, 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 right -of -way, (all of such real estate, rights and appurtenances being hereinafter referred to as the "Property "). This Agreement also covers all fixtures and articles of personal property which is described in Exhibit "A" attached hereto ( "personal property "). This Agreement is executed for the consideration and upon and subject to the terms, provision, and conditions hereinafter set forth. ARTICLE II PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price-for said property shall be the sum of Two Hundred Sixty Two Thousand and No /100 Dollars ($262,000.00) which shall be paid in cash at closing. ARTICLE III "P'URCHASER'S OBLIGATIONS Conditions to Purchaser's Obligations 3.01. The Obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satis- faction of each of the following conditions. Preliminary Title Report 3.02. Within thirty (30) days after the date hereof, Seller, at Seller's sole cost and expense, shall have caused the title com- pany of Seller's choosing to issue a preliminary title report (the. "Title Report") accompanied by copies of all recorded documents relating to easements, rights -of -way, etc., affecting the Property. Purchaser shall give Seller written notice on or before the expir- ation of ten (10) days after it receives the Title Report that the condition of title as set forth in such title binder is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller may, if he so chooses, undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller chooses not to do so within forty (45) days after receipt of written notice, this agreement shall, at the option of Purchaser be null and void for all purposes, otherwise, said condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. Survey 3.03. Within thirty (30) days from the date hereof, Seller, at Seller's sole cost and expense, shall cause to be delivered a current plat of survey of the Property, prepared by a duly licensed Texas land surveyor. The survey shall be staked on the ground, and the plat shall show the location of all improvements, streets, roads, fences, easements, and rights -of -way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the property. Purchaser will have'fifteen. -( days after receipt of such survey to review and approve same. In the - event any portion of such Purchaser, then Purchaser shall within survey is unacceptable to the fifteen (15) day period, give Seller written notice of such fact. Seller may, if he so chooses, undertake to eliminate or modify all such unacceptable portions to the reasonable satisfaction of Purchaser. In the event Seller chooses not to do so within forty (45) days after receipt of written notice, Purchaser may terminate this agreement, and the agreement shall thereupon be null and void for all purposes. Purchaser's failure to give Seller such written notice shall be deemed to be Purchaser's acceptance of the survey. • Engineering Certificates' 3.04. Within fifteen (15) days from date hereof, Seller shall furnish to Purchaser a report prepared by a Professional Engineer duly licensed and certified to practice in Texas, setting forth his opinion as to the structural integrity of the post office building located on the property. Seller agrees to pay the first three hundred dollars 0300.00) towards the cost of the engineer report and to share equally with the Purchaser any cost over the three hundred dollars ($300.00). If upon receipt of said report, it should be determined by Purchaser that there are defects which affect the structural soundness of the improvements, Purchaser shall notify Seller in writing of same.- Purchaser's failure to so notify Seller in writing of such defects within fifteen (15) days from receipt of said report shall be conclusively deemed to be Purchaser's agreement to accept the improvements "as is" and Seller shall have no further obligation pursuant to this paragraph 3.04. Within ten (10) days following Seller's receipt of such written notice, Seller may either agree to repair such defects or decline to make such repairs. Seller's -- 3 - failure "to notify Purchaser of same 'shall be conclusively presumed to be election not to make 'such repairs. Should Seller decline to make'such repairs, Purchaser may either terminate this contract or agree to accept the improveMerits in such condition. Written notice of Purchaser's election to terminate shall be given within ten (10) days following Purchaser's receipt of Seller's notice or the date on which'it is deemed that Seller has declined to make any repairs or it shall be deemed that Purchaser has elected to accept the' improvements "as is ". Following any termination of this contract pursuant to the terms of this paragraph 3.04 neither Seller nor Purchaser shall have any further obligation hereunder. Acceptability of Financing 3,05. Within one - hundred twenty (120) days after the date hereof, Purchaser shall have been able to arrange financing in the form of Certificates of Obligation to purchase the described property in an amount and on terms satisfactory to Purchaser in its sole judgment. If Purchaser has not been able to arrange satisfactory . financing, then in that event, Purchaser may, 6n written notice to Seller received prior to one - hundred twenty (120) days after date hereof, terminate this agreement, and it shall be null and void for all purposes. 3.06. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this agreement to be performed, and conditions required by this agreement to be performed, observed, and complied with by him prior to or as of the closing. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller - 4 - to Purchaser also as of the 'closing date; (1) There are . 710 parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers except the United States Postal Service. (2) No notices have been received by the Seller from the holders of any existing Deed of Trust regard- ing any default under the terms of any such in- strument, and no such default exists. po4( 'AN i s situate d (3) TheAbuildingo, equipment r on the proper, including all electrical equip- ment and mechanical equipment therein or thereat are and will be in good, sound condition, operation, and repair on the date of closing, and Seller fur- ther warrants, represents, and guarantees that it has no knowledge of any condition or defects (latent or otherwise) not disclosed herein of the property, the buildings, equipment, or improvements thereon which would affect the sale of said property or be material to this Agreement. (4) The Seller owns free and clear of any liens all of the personal property listed on the itemized inventory attached here as Exhibit "A ". ARTICLE V CLOSING Subject to the financing arrangements set forth in paragraph 3.05 above, the closing shall be held at the office of the title company of Seller's choosing, on or before the earlier of (i) fif- teen (15) days following Seller's vacation of the banking premises situated on Tract 1 of the property or (ii) one - hundred eighty (180) days from date hereof (which date is herein referred to as the "closing date "). At the closing Seller shall; (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and sub- sequent years not yet due and payable; (b) Any exceptions approved by Purchaser pursuant to Article . III hereof; -5 - -. 6 -- (c) Any exceptions approved by Purchaser in writing; and (d) A restrictive'coveriant to he:included in said deed prohi- biting the use 'of the property for a period of eight years from closing as a banking house, branch or main office, or drive -in facility of any association or corporation engaged in the banking or savings and loan business. (e) Rights of the United States Postal Service as a lessee of Tract 2 of the property. (2) Deliver to Purchaser a Texas Owner's Title Policy at Seller's sole expense, issued by a title company of Seller's choosing, in Purchaser's favor in the full amount of the purchase price, in- suring Purchaser's fee simple title to the Property subject only to those title exceptions listed in this Article V hereof, 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, 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." (3) Deliver to Purchaser possession of the property. (4) Deliver to Purchaser a bill of sale executed by Seller containing warranties of title and conveying all personal property included in this sale. (5) Deliver to Purchaser such building plans and specifications as Seller may have. (6) Deliver to Purchaser an assignment of lease as provided in Article VIII herein. (7) Deliver to Purchaser a resolution of the Board of Directors of Seller approving the sale of the property pursuant to this con- tract and authorizing the execution of all necessary documents by a named official. • At.the closing, Purchaser shall; (a) Pay the cash portion of the purchase price. General real estate taxes for the'then current year relating to the Property, and insurance 'and utility charges, 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 pre- ceding year applied to the latest assessed valuation. All costs and expenses of closing in consummating the sale and purchase 'of the Property shall be borne and paid as follows: Owner's Title Policy paid by Seller Escrow fee paid one -half (1/2) by Seller and one -half (1/2) by Purchaser Survey paid by Seller Piling fees paid by Seller 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 agreement; or (2) bring suit for damages against Seller. ARTICLE VII BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligation set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller may (i) enforce specific performance of this agreement or (ii) bring suit for damages against Purchaser. 7 - :ARTICLE VIII 'ASSIGNMENT OF LEASE - As further consideration for the 'purchase price herein agreed to be 'paid by Purchaser, Seller agrees to assign with special war- ranty covenants only, all of its interest in and to a lease dated December 22, 1971, (a copy of which is attached hereto as Exhibit "B ") between it and Wallace Luerson for the - following described property: All of lots 6, 7, 8, 9 and 10, Block No. 10, City of Round Rock, Williamson County, Texas. Seller warrants that the said lease is in full effect, without any default on its part, and that all rent will be paid by Seller up to the date of closing herein. ARTICLE IX MISCELLANEOUS Assignment of Contract 9.01. (a) This contract may not be assigned by Purchaser' without Seller's prior written approval which approval may be withheld. Notice (b) 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, and addressed to Seller or Purchaser, as the case may be, at the address set forth opposite the signature of such party hereto, or if hand delivered upon actual receipt. Texas Law to Apply (c) 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. - 8 - Parties Bound (d) This contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, - administrators, legal representatives, successors and assigns where permitted by this contract, Legal Construction (e) 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, such invalidity, illegality, or unen£orceability, shall not affect any other provision hereof, and this contract shall be construed as if_such invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded (f) This contract constitutes the sole and only agreement of the 'parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. - Time of Essence (g) Time is of the essence of this contract. Gender (h) 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 (i) Upon request of either party, both parties shall promptly execute a memorandum of this agreement suitable for filing of record. Risk of Loss (j) Seller shall bear the risk of all loss or damage to the premises from all causes, until the closing date. If, prior to the closing date, all or part of the premises are damaged by fire or by any other cause of whatsoever nature, Seller shall promptly - 9 -- give Purchaser written notice of such damage. After note of such damage (from Seller or otherwise), Purchaser shall have the option (i) to require Seller to convey the premises on the closing date, to Purchaser in its damaged condition and to assign to Purchaser all of Seller's right, title, and interest in and to any claims Seller may have under the insurance policies covering the premises, or (ii) terminate this contract by written notice deliver to Seller within ten (10) days following its receipt of Seller's notice as herein above provided. Time Limit (k) In the event•a fully executed copy of this contract has not been returned to Seller by 5:00 p.m. on 0r'.042 QT, .1'77 . 1979, Seller shall have the right to terminate this contract upon written notice to Purchaser. ARTICLE X Purchaser acknowledges that there are minor leaks in the roof of the improvements situated on the property and agrees to accept same in its present condition. ARTICLE XI Seller acknowledges that the rent to be paid by the United States Postal Service for the Post Office building will be at least thirty -two cents (32¢) a square foot per month for one year be- ginning March 1, 1980, and that the Postal Service will have the option to lease said building for another one year period at the monthly rent of at least forty -five cents (450 a square foot. Dated this 20,I1 day of .chDrfin(3F.i , 1979. SELLER FARMERS STATE BANK 205 E. Main Round Rock, Teas" address By; PURCHASER CITY OF ROUND ROCK 214 E Main By: Round Rock, Texas Attest; ttest; 10 EXHIBIT "A" 1. One (1) green refrigerator presently located in the break room. 2. One (1) green drop -in stove presently located in the break room. 3. One (1) green partition presently located in break room. 4. One (1) built -in filing cabinet presently located in Mir. Whitlow's secretary's office. 5. One (1) built -in filing cabinet presently located in Mr. Whitlow's office. 6. One (1) built -in credenza with one (1) two - drawer filing cabinet presently located in Mr. Parker's office. 7. One (1) built -in credenza with one (1) two- drawer filing cabinet presently located in Mr. Alley's office. 8. One (1) free standing credenza presently located in the new accounts area of the lobby. 9. One (1) hourglass - shaped check counter located in the bank lobby. 10. One (1) night depository safe. 11. All drive -in and walk -up teller equipment with the exception of small drive -in teller booth located just east of bank building. 12. All carpeting, drapes, shutters and window coverings. 13. All air - conditioning and heating equipment.