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R-99-08-30-3A3 - 8/30/1999RESOLUTION NO. R- 99- 08- 30 -3A3 WHEREAS, the City desires to purchase a tract of land for additional right -of -way to facilitate the extension of South Mays Street to Dell Way, and WHEREAS, Kenneth W. Stuart, III, 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 Kenneth W. Stuart, III, for the purchase of the above described property, a copy of said Real Estate Contract being attached hereto 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, and the Act. RESOLVED this 30th day of August, 1999. A TEST: .k&AhiNg—EIAN4T Secretar 2 Hersr,,x meausi, K: \WPOOCS \RESOLUTI \R90B30M WP➢ /ecg ROBERT A. S UKA, J11, Mayor City of Round Rock, Texas State of Texas County of Williamson REAL ESTATE CONTRACT THIS REAL ESTATE CONTRACT ( "Contract ") is made by and between Kenneth W. Stuart, III, referred to in this Contract as "Seller ") and the City of Round Rock, a Texas Home Rule City (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 of land situated in Williamson County, Texas, being more particularly described as; Lot 38, of SOUTH PARK ADDITION, an addition in and to the City of Round Rock, Williamson County, Texas, according to the map or plat thereof recorded in Cabinet A, Slide 399 through Cabinet B, Slide 1, Plat Records, 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 "), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. 2.01. The purchase price for the Property shall be the sum of Ninety Thousand Dollars ($ 90,000.00.) \WPDOGS \ACITY \southMain\etuert. WPD /els ARTICLE II PURCHASE PRICE Amount of Purchase Price 1 Payment of Purchase Price 2.02. The Purchase Price shall be payable in cash at the closing. 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 CLOSING Closing Date 4.01. The closing shall be held at the office of Georgetown Title Company, In 717 N. Mays, Round Rock, Texas, on or before the ;23 day of et, 1999, or at such time, date, and place as Seller and Purchaser may agree upon (which date is herein referred to as the "closing date "). Seller's Obligations at Closing 4.02. At the closing Seller shall: (1) Deliver to Purchaser a duly executed and acknowledged General Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, 2 encumbrances, conditions, easements, assessments, and restrictions, except for the following: (a) General real estate taxes for the year of closing and subsequent years not yet due and payable; and (b) Any exceptions approved by Purchaser in writing. (2) Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole expense, issued by Georgetown Title Company, Inc., in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title 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 exception as to restrictive covenants shall be endorsed "None of Record;" and (b) 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. Purchaser's Obligations at Closing 4.03. At the Closing, Purchaser shall pay the cash portion of the purchase price. Prorations 4.04. 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. All special taxes or assessments to the closing date shall be paid by Seller. Agricultural roll -back taxes, if any, shall be paid by Purchaser. 3 Closing Costs 4.05. 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) Preparation of the Deed to be paid by Purchaser. (3) Title curative matters, if any, paid by Seller. (4) All other closing costs shall be paid by Purchaser. (5) Attorney's fees paid by each respectively. ARTICLE V REAL ESTATE COMMISSIONS It is understood and agreed that there are no brokers involved in the negotiation and consummation of this Contract. Any real estate commissions occasioned by the consummation of this Contract shall be the sole responsibility of Seller, and Seller agrees to indemnify and hold harmless Purchaser from any and all claims for these commissions. Each of the parties represents to the other that it has not incurred and will not incur any liability for brokerage fees or agent's commissions in connection with this Contract other than the liability of Seller as set forth in this paragraph. ARTICLE VI ESCROW DEPOSIT For the purpose of securing the performance of Purchaser under the terms and provisions of this Contract, Purchaser has delivered to Georgetown Title Company, Inc., the sum of One Thousand Dollars ($1,000), the Escrow Deposit, which shall be paid by the title company to Seller in the event Purchaser breaches this Contract as provided in Article VIII hereof. At the closing, the Escrow Deposit shall be paid over to Seller and applied to the cash portion of the purchase price, provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article III 4 have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as provided for in Article III, then the Escrow Deposit (less $100.00) shall be forthwith returned by the title company to Purchaser. Seller shall have the right to retain the aforesaid $100.00 as independent consideration for entering into this Contract. ARTICLE VII 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; (2) request that the Escrow Deposit shall be forthwith returned by the title company to Purchaser; or (3) bring suit for damages against Seller. ARTICLE VIII 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 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. ARTICLE IX MISCELLANEOUS Assignment of Contract 9.01. This Contract maybe assigned by Purchaser provided that Purchaser's assignee, shall expressly assume all Purchaser's 5 liabilities, obligations, and duties hereunder. On delivery to Seller of an instrument in writing whereby the assignee assumes all of the provisions of this Contract to be performed by Purchaser, then, in that event, Purchaser shall be released and discharged of all further liability hereunder. Survival of Covenants 9.02. Any of the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. Notice 9.03. 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 9.04. 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 9.05. 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 9.06. 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 6 this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Prior Agreements Superseded 9.07. 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 9.08. Time is of the essence in this Contract. Gender 9.09. 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 9.10. Upon request of either party, both parties shall promptly execute a memorandum of this Contract suitable for filing of record. Compliance 9.11. 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 9.13. This Contract shall be effective as of the date it is approved by the City Council, which date is indicated beneath the Mayor's signature below. 7 • ii... �L SELL Kenneth W. Stuart, 111 100 Belaire Circle Round Rock, Texas, 78664 Date : g/3 SELL Sar Stuart 100 Belaire Circle Round Rock, Texas 78664 Date: Bk3A PURCHASER: City of Round Rock, Texas 8 Robert Stluka, Jr., Mayor 221 E. Main St. Round Rock, Texas Date: 2-30-99 DATE: August 30, 1999 SUBJECT: City Council Meeting — August 30, 1999 ITEM: 3.A.3. Consider a resolution authorizing the Mayor to execute a Real Estate Contract for the purchase of Lot 38, South Park Addition from Kenneth W. Stuart, III for the extension of South Mays Street. Staff Resource Person: Jim Nuse, Public Works Director.